California Water Service Group filed SEC Form 8-K: Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On October 1, 2025, California Water Service Group (“Group”) completed the sale and issuance of (i) $70 million principal amount of its 4.87% Senior Unsecured Notes, Series A, due October 1, 2032 (the “Series A Notes”) and (ii) $100 million principal amount of its 5.22% Senior Unsecured Notes, Series B, due October 1, 2035 (the “Series B Notes” and together with the Series A Notes, the “Notes”), pursuant to a Note Purchase Agreement, dated October 1, 2025 (the “Note Purchase Agreement”), and California Water Service Company (“Cal Water”), a wholly owned subsidiary of Group, completed the sale and issuance of $200 million principal amount of its 5.64% First Mortgage Bonds due October 1, 2055, Series 3 (the “Bonds”) pursuant to a Bond Purchase Agreement, dated October 1, 2025.
Interest on the Notes will accrue semi-annually and be payable in arrears on April 1 and October 1 of each year, commencing on April 1, 2026. The Notes rank equally with Group’s indebtedness under its Credit Agreement, dated as of March 31, 2023, with Bank of America, N.A. and the other parties thereto.
Interest on the Bonds will accrue semi-annually and be payable in arrears on April 1 and October 1 of each year, commencing on April 1, 2026. The Bonds rank equally with all of Cal Water’s other First Mortgage Bonds and are secured by liens on its properties, subject to certain exceptions and permitted liens.
The Notes received an “A” rating from S&P Global (“S&P”) in advance of the sale. The Bonds have an S&P rating of “AA-.”
Group plans to use the net proceeds from the sale of the Notes to refinance existing indebtedness and for general corporate purposes. Cal Water plans to use the net proceeds from the sale of the Bonds to refinance existing indebtedness and for general corporate purposes, as set forth in California Public Utilities Code Section 817.
The Notes and the Bonds were not registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This report is neither an offer to sell nor a solicitation of an offer to buy any of the Notes or the Bonds.
The foregoing description of the Notes and the Bonds are qualified in their entirety by reference to the full terms and conditions of the Note Purchase Agreement and the Sixty-Fifth Supplemental Indenture, dated as of October 1, 2025, respectively, which are filed as Exhibits 10.1 and 10.2 hereto, respectively, and each incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Note Purchase Agreement, dated as of October 1, 2025, by and among California Water Service Group and the several Purchasers named therein. | |
| 10.2 | Sixty-Fifth Supplemental Indenture, dated as of October 1, 2025, between California Water Service Company and U.S. Bank Trust Company, National Association, as trustee, covering 5.64% First Mortgage Bonds due 2055, Series 3. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| CALIFORNIA WATER SERVICE GROUP | ||
| Date: October 3, 2025 | By: | /s/ James P. Lynch |
| Name: | James P. Lynch | |
| Title: | Senior Vice President, Chief Financial Officer and Treasurer | |