Item 1.01 Entry into a Material Definitive Agreement.
Underwriting Agreement
On
The description of the Underwriting Agreement contained herein is qualified in its entirety by reference to the Underwriting Agreement filed as Exhibit 1.1 to this Current Report and incorporated herein by reference.
The Offering closed on
Indenture
The Notes were issued pursuant to the indenture, dated as of
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The Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the trustee or the holders of not less than 25% in aggregate principal amount of any series of Notes then outstanding may declare the unpaid principal of such series of Notes and any accrued and unpaid interest thereon immediately due and payable. In the case of certain events of bankruptcy, insolvency or reorganization relating to the Company, the principal amount of the Notes together with any accrued and unpaid interest thereon will become due and payable.
Upon at least 10 but no more than 60 days' notice to holders of any series of
Notes, the Company may redeem such series of Notes for cash in whole, at any
time, or in part, from time to time, prior to maturity, at redemption prices
that include a make-whole premium, plus accrued and unpaid interest, in each
case as specified in the Indenture. However, no make-whole premium will be
included in the redemption prices for any redemptions of (i) the 2030 Notes on
or after
The descriptions of the Indenture and the Notes contained herein are qualified in their entirety by reference to the Base Indenture, the First Supplemental Indenture and the Fourth Supplemental Indenture (including the forms of global notes for the Notes) filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report and are incorporated herein by reference as though each were fully set forth herein.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, which generally
include words such as "believes," "expects," "intends," "anticipates,"
"estimates" and similar expressions. The Company can give no assurance that any
actual or future results or events discussed in these statements will be
achieved. Any forward-looking statements represent its views only as of today
and should not be relied upon as representing its views as of any subsequent
date. Readers are cautioned that such forward-looking statements are subject to
a variety of risks and uncertainties that could cause the Company's actual
results to differ materially from the statements contained in this Current
Report. Such forward-looking statements include, but are not limited to
statements relating to the capital to be invested by the water, wastewater, and
gas distribution divisions of the Company and statements relating to the
anticipated impact of COVID-19 or the measures to be implemented by the Company
as a result of COVID-19. There are important factors that could cause actual
results to differ materially from those expressed or implied by such
forward-looking statements including, without limitation, disruptions in the
global economy, the spread of the COVID-19 virus resulting in business
disruptions, and other factors discussed in this Current Report on Form 8-K and
in our Annual Report on Form 10-K, which was filed with the
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 is incorporated by reference herein.
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Item 9.01 Financial Statements and Exhibits.
1.1 Underwriting Agreement, datedApril 13, 2020 , amongEssential Utilities, Inc. andPNC Capital Markets LLC andRBC Capital Markets, LLC , as representatives of the several underwriters named in Schedule I thereto. 4.1 Indenture, dated as ofApril 23, 2019 , betweenAqua America, Inc. andU.S. Bank N.A. , as trustee (previously filed as Exhibit 4.4 to the Company's current report on Form 8-K filedApril 23, 2019 ). 4.2 First Supplemental Indenture, dated as ofApril 23, 2019 , betweenAqua America, Inc. andU.S. Bank N.A. , as trustee (previously filed as Exhibit 4.5 to the Company's current report on Form 8-K filedApril 23, 2019 ). 4.3 Fourth Supplemental Indenture, dated as ofApril 15, 2020 , betweenEssential Utilities, Inc. andU.S. Bank N.A. , as trustee. 4.4 Form of Global Note for the 2030 Notes (included in Exhibit 4.3). 4.5 Form of Global Note for the 2050 Notes (included in Exhibit 4.3). 5.1 Opinion ofSimpson Thacher & Bartlett LLP . 5.2 Opinion ofBallard Spahr LLP . 23.1 Consent ofSimpson Thacher & Bartlett LLP (included in Exhibit 5.1). 23.2 Consent ofBallard Spahr LLP (included in Exhibit 5.2). 104 Cover Page Interactive Data File (formatted in inline XBRL)
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