Northwest Natural Holding Company
12/16/2025 | Press release | Distributed by Public on 12/16/2025 15:50
Financial Obligation (Form 8-K)
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant. |
On December 16, 2025, Northwest Natural Gas Company (NW Natural), a wholly owned subsidiary of Northwest Natural Holding Company, issued and sold (i) $75,000,000 aggregate principal amount of its First Mortgage Bonds, 5.13% Series due 2036 (the 5.13% Bonds), and (ii) $125,000,000 aggregate principal amount of its First Mortgage Bonds, 5.90% Series due 2055 (the 5.90% Bonds, together with the 5.13% Bonds, the Bonds), to certain institutional investors pursuant to a Bond Purchase Agreement dated December 16, 2025, in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The Bonds were issued pursuant to the Twenty-eighth Supplemental Indenture to NW Natural's Mortgage and Deed of Trust, dated as of July 1, 1946, with Deutsche Bank Trust Company Americas as trustee (the Mortgage).
The 5.13% Bonds bear interest at the rate of 5.13% per annum, payable semi-annually on May 1 and November 1 of each year, commencing May 1, 2026, and will mature on May 1, 2036. The 5.90% Bonds bear interest at the rate of 5.90% per annum, payable semi-annually on June 1 and December 1 of each year, commencing June 1, 2026, and will mature on December 1, 2055. The 5.13% Bonds and the 5.90% Bonds will be subject to redemption prior to maturity at the option of NW Natural, in whole or in part, (i) at any time prior to February 1, 2036, and June 1, 2055, respectively, at a redemption price equal to 100% of the principal amount thereof plus a "make-whole" premium and accrued and unpaid interest thereon to the date of redemption, and (ii) at any time on and after February 1, 2036, and June 1, 2055, respectively, at 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of redemption.
The description set forth above is qualified in its entirety by reference to the Twenty-eighth Supplemental Indenture filed as Exhibit 4.1 to this Current Report on Form 8-K and to the Mortgage.
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