Essential Utilities Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 7, 2025, Essential Utilities, Inc. (the “Company”) issued $500,000,000 principal amount of its 5.250% Senior Notes due 2035 (the “Notes”). The Notes were issued pursuant to the indenture, dated as of April 23, 2019 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of April 23, 2019 (the “First Supplemental Indenture”), and the Ninth Supplemental Indenture, dated as of August 7, 2025 (the “Ninth Supplemental Indenture” and, together with the Base Indenture and the First Supplemental Indenture, the “Indenture”), each between the Company and U.S. Bank Trust Company, National Association, as successor trustee. The Notes will bear interest at a rate of 5.250% per annum. Interest on the Notes will be payable semi-annually on February 15 and August 15, commencing February 15, 2026. The Notes will mature on August 15, 2035.
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 the Notes then outstanding may declare such Notes immediately due and payable.
Upon at least 10 but no more than 60 days’ notice to holders of the Notes, the Company may redeem the Notes for cash in whole, at any time, or in part, from time to time, prior to maturity, at a redemption price (1) prior to May 15, 2035 (the “Par Call Date”) equal to the greater of a make-whole amount and the principal amount and (2) on or after the Par Call Date equal to the principal amount, in each case plus accrued and unpaid interest, as specified in the Indenture.
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 Ninth Supplemental Indenture (including the form of global note 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.
| Item 8.01 | Other Events. |
In connection with the offering (the “Offering”) of the Notes, the Company entered into an underwriting agreement, dated August 5, 2025 (the “Underwriting Agreement”), with BofA Securities, Inc., Wells Fargo Securities, LLC and Huntington Securities, Inc., as representatives of the several underwriters named therein (the “Underwriters”). The Underwriting Agreement includes customary representations, warranties and covenants by the Company. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities.
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 August 7, 2025. The Notes were issued and sold in a registered public offering pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-277563), including a prospectus supplement dated August 5, 2025, to the prospectus contained therein dated March 1, 2024, filed by the Company with the Securities and Exchange Commission, pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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.
| Essential Utilities, INC. | ||
| Date: August 7, 2025 | By: | /s/ Christopher P. Luning |
| Name: | Christopher P. Luning | |
| Title: | Executive Vice President, General Counsel | |