American States Water Co.
06/03/2025 | Press release | Distributed by Public on 06/03/2025 14:31
Private Placement (Form 8-K)
Item 3.02. Unregistered Sales of Equity Securities.
On May 30, 2025, Golden State Water Company ("GSWC") issued 3.65 common shares to its parent, American States Water Company (NYSE: AWR), in exchange for a contribution of $50 million. The proceeds were used to pay down outstanding borrowings under GSWC's credit agreement. These shares were issued in a private placement and there were no underwriters discounts or commissions paid in connection with such issuance. GSWC issued the common shares upon the exemption from registration provided under Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 8.01. Other Events.
On May 29, 2025, GSWC executed a note purchase agreement ("NPA") for the issuance of unsecured private placement notes (the "Notes") totaling $100,000,000. In connection with the transaction, GSWC issued (i) $75,000,000 aggregate principal amount of Series A Senior Notes at a coupon rate of 5.30% due May 29, 2032, and (ii) $25,000,000 aggregate principal amount of Series B Senior Notes at a coupon rate of 5.65% due May 29, 2037. GSWC used the proceeds from the issuance of the Notes to also pay down outstanding borrowings under GSWC's credit agreement. Interest on the Notes will be payable semiannually on May 29 and November 29. The Notes are unsecured and will rank equally with GSWC's unsecured and unsubordinated debt. GSWC may, at its option, redeem all or portions of the Notes at any time upon written notice, subject to payment of a make-whole premium based on 50 basis points above the applicable Treasury Yield. The NPA contains customary events of defaults, and the Notes may be accelerated if an event of default occurs.
Under the terms of these Notes, GSWC may not incur any additional indebtedness or pay any distributions to its parent, AWR, if after giving effect thereto, GSWC would have a total indebtedness to capitalization ratio of more than 0.6667:1.00. In addition, GSWC may not incur any additional indebtedness if, after giving effect thereto, it would have a total indebtedness to earnings before interest, taxes, depreciation and amortization ratio of greater than 8.00:1.00.
American States Water Co. published this content on June 03, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on June 03, 2025 at 20:32 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]