American Water Works Company, Inc.0001410636false00014106362021-06-292021-06-29
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 29, 2021
American Water Works Company, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 001-34028
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Delaware
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51-0063696
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(State or other jurisdiction
of incorporation)
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(IRS Employer
Identification No.)
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1 Water Street
Camden, NJ 08102-1658
(Address of principal executive offices, including zip code)
(856) 955-4001
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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Common stock, par value $0.01 per share
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AWK
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
As previously disclosed, American Water Works Company, Inc. (the “Company”), the Company’s New York subsidiary, and Liberty Utilities (Eastern Water Holdings) Corp. (“Liberty”), an indirect, wholly owned subsidiary of Algonquin Power & Utilities Corp., are parties to a Stock Purchase Agreement, dated November 20, 2019 (the “Stock Purchase Agreement”), pursuant to which Liberty has agreed to purchase all of the capital stock of the Company’s New York subsidiary (the “Stock Purchase”). The Stock Purchase Agreement provides for certain termination rights, including, among other things, that the Company or Liberty may terminate the Stock Purchase Agreement if the Stock Purchase is not consummated by June 30, 2021 (the “Closing End Date”). The Stock Purchase Agreement provides that the Closing End Date is subject to extension for an additional six months if all of the conditions to closing, other than the conditions related to obtaining regulatory approvals, have been satisfied or are capable of being satisfied.
On June 29, 2021, the parties mutually agreed to extend the Closing End Date for six months in accordance with the terms of the Stock Purchase Agreement, and agreed to extend further the Closing End Date to January 3, 2022 as December 31, 2021 is a federal holiday.
A copy of the letter agreement, dated June 29, 2021, extending the Closing End Date as described above has been filed as Exhibit 2.1 hereto. No other provision of the Stock Purchase Agreement was modified by this letter agreement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits to this Current Report have been provided herewith (as noted below):
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Exhibit No.
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Description
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2.1*
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104
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Cover Page Interactive Data File (the cover page XBRL tags are included and formatted as Inline XBRL).
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* Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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AMERICAN WATER WORKS COMPANY, INC.
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Dated:
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June 29, 2021
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By:
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/s/ CHERYL NORTON
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Cheryl Norton
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Executive Vice President and Chief Operating Officer
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June 29, 2021
Liberty Utilities (Eastern Water Holdings) Corp.
c/o Algonquin Power & Utilities Corp.
14920 W. Camelback Road
Litchfield Park, AZ 85340
Attention: Todd Wiley
E-mail: todd.wiley@libertyutilities.com
Re: Extension of Closing End Date
Ladies and Gentlemen:
Reference is made to that certain Stock Purchase Agreement, dated November 20, 2019 (the "Existing Agreement") between American Water Works Company, Inc., a Delaware corporation (the “Seller”), New York American Water Company, Inc., a New York corporation, and Liberty Utilities Co., a Delaware corporation (the “Purchaser”),1 and capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Existing Agreement.
Pursuant to Section 9.1(b) of the Existing Agreement, if the Closing has not occurred on or before June 30, 2021, the Existing Agreement may be terminated, unless either the Purchaser or the Seller opt to extend the Closing End Date to December 31, 2021 by providing written notice to the other party. As such, by executing this letter agreement (“Letter”), the Seller and the Purchaser mutually notify each other of their respective intent to extend the Closing End Date from June 30, 2021 to December 31, 2021.
Simultaneous with this election, given that December 31, 2021 is a federal holiday, each of the Purchaser and Seller would like to modify the Existing Agreement pursuant to Section 11.11 to change the definition of the Closing End Date from December 31, 2021 to January 3, 2022.
Pursuant to Section 11.2 of the Existing Agreement, by executing this Letter, each of the Purchaser and Seller provide written confirmation of receipt of this notice and make the following acknowledgements: (i) that, other than the conditions to Closing set forth in Section 6.1(d) and Section 6.2(d) of the Existing Agreement, the conditions to Closing contained in Article 6 have been fulfilled or are capable of being fulfilled, and (ii) that the Closing End Date is hereby extended from June 30, 2021 to January 3, 2022.
The undersigned parties hereby agree to the terms and conditions set forth in this Letter, as memorialized by their respective signatures below.
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1 On February 25, 2020, Liberty Utilities Co. assigned all of its rights in and to the Existing Agreement to Liberty Utilities (Eastern Water Holdings) Corp.
amwater.com
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Sincerely,
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AMERICAN WATER WORKS COMPANY, INC.
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By:
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/s/ Jordan Mersky
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Name:
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Jordan Mersky
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Title:
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Vice President
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Date:
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June 29, 2021
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ACCEPTED AND AGREED TO
AS OF THE DATE FIRST SET FORTH ABOVE:
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Liberty Utilities (Eastern Water Holdings) Corp.
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By:
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/s/ Peter Eichler
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Name:
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Peter Eichler
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Title:
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Sec/Tr
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ACCEPTED AND AGREED TO
AS OF THE DATE FIRST SET FORTH ABOVE:
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New York American Water Company, Inc.
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By:
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/s/ John T. Dillon
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Name:
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John T. Dillon
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Title:
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Vice President & General Counsel
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