American Water Works Company Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
$AWK
Water Supply
Utilities
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): August 28, 2024
(Exact name of registrant as specified in its charter)
Commission File Number: 001-34028
| (State or other jurisdiction of incorporation) | (IRS Employer Identification No.) | ||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||||||||
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.
Commencement of Process to Terminate Acquisition of Towamencin Township’s Wastewater System
On August 28, 2024, Pennsylvania-American Water Company (“Pennsylvania American Water”), a subsidiary of American Water Works Company, Inc. (the “Company”), issued a press release announcing that Pennsylvania American Water and Towamencin Township (the “Township”) will begin the process to terminate that certain Asset Purchase Agreement, dated June 14, 2022, as amended on March 23, 2023 (the “Asset Purchase Agreement”), by and among Pennsylvania American Water, the Towamencin Municipal Authority (the “Authority”) and the Township. As previously reported, effective March 24, 2023, Pennsylvania American Water acquired by assignment all of the rights, and assumed all of the obligations, of NextEra Water Pennsylvania, LLC (“NEWPA”), an indirect, wholly owned subsidiary of NextEra Energy, Inc., under the Asset Purchase Agreement, including NEWPA’s agreement to acquire substantially all of the assets related to the Township’s wastewater system. Pennsylvania American Water does not anticipate that it will incur any penalty in connection with the termination of the Asset Purchase Agreement. Once the termination is approved by the Township’s Board of Supervisors at its next meeting, which is expected to occur on September 11, 2024, and the Pennsylvania Public Utility Commission (the “PaPUC”), which is expected to occur approximately 30 days after the termination agreement is filed with the PaPUC, all rights and obligations of Pennsylvania American Water under the Asset Purchase Agreement will terminate.
A copy of the press release issued by Pennsylvania American Water on August 28, 2024 related to the foregoing has been filed as Exhibit 99.1 hereto and is incorporated herein by reference. References and links to websites and other information contained in this press release are not provided as active hyperlinks, and the information contained in or accessed through these hyperlinks shall not be incorporated into, or form a part of, this Current Report on Form 8-K.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements included in this Current Report on Form 8-K are forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995. In some cases, these forward-looking statements can be identified by words with prospective meanings such as “intend,” “plan,” “estimate,” “believe,” “anticipate,” “expect,” “predict,” “project,” “propose,” “assume,” “forecast,” “likely,” “uncertain,” “outlook,” “future,” “pending,” “goal,” “objective,” “potential,” “continue,” “seek to,” “may,” “can,” “should,” “will” and “could,” or the negative of such terms or other variations or similar expressions. Forward-looking statements relate to, among other things, the proposed termination of the Asset Purchase Agreement. These forward-looking statements are predictions based on the Company’s current expectations and assumptions regarding future events. They are not guarantees or assurances of any outcomes, performance or achievements, and readers are cautioned not to place undue reliance upon them. The forward-looking statements are subject to a number of estimates and assumptions, and known and unknown risks, uncertainties and other factors. Actual results may differ materially from those discussed in the forward-looking statements included in this Current Report on Form 8-K as a result of the factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission (the “SEC”) on February 14, 2024, and other filings with the SEC, and additional risks and uncertainties, including with respect to the terms, timing and approval by the Board of Supervisors and the PaPUC of the termination of the Asset Purchase Agreement, and the impacts thereof, if any, to Pennsylvania American Water.
These forward-looking statements are qualified by, and should be read together with, the risks and uncertainties set forth above and the risk factors included in the Company’s annual and quarterly reports as filed with the SEC, and readers should refer to such risks, uncertainties and risk factors in evaluating such forward-looking statements. Any forward-looking statements speak only as of the date of this Current Report on Form 8-K. The Company does not have any obligation or intention to update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except as otherwise required by the federal securities laws. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. Furthermore, it may not be possible to assess the impact of any such factor on the Company’s or Pennsylvania American Water’s business, either viewed independently or together, or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. The foregoing factors should not be construed as exhaustive.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits to this Current Report have been provided herewith as noted below:
| Exhibit No. | Description | |||||||
| 99.1* | ||||||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are included and formatted as Inline XBRL). | |||||||
| * 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.
| AMERICAN WATER WORKS COMPANY, INC. | ||||||||||||||
| Dated: | August 29, 2024 | By: | /s/ DAVID M. BOWLER | |||||||||||
| David M. Bowler | ||||||||||||||
| Executive Vice President and Chief Financial Officer | ||||||||||||||
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