Offering part of permanent financing for Peoples acquisition
BRYN MAWR, Pa.--(BUSINESS WIRE)--Apr. 24, 2019--
Aqua America Inc. (NYSE:WTR) today announced it has priced its public
offering of $400 million aggregate principal amount of its 3.566% senior
notes due 2029 and $500 million aggregate principal amount of its 4.276%
senior notes due 2049. Aqua anticipates that the offering will close
April 26, 2019, subject to customary closing conditions.
Aqua intends to use the net proceeds from the senior notes offering,
together with the net proceeds from Aqua’s previously completed common
stock offering and tangible equity unit offering, as well as the
proceeds from Aqua’s previously announced investment from Canada Pension
Plan Investment Board, (1) to fund the previously announced acquisition
of Peoples, (2) to complete the redemption of approximately $314 million
aggregate principal amount of certain of Aqua’s outstanding notes, (3)
to pay related costs and expenses and (4) for general corporate
purposes. Following the completion of this offering and upon the
consummation of the CPPIB investment, the permanent financing for the
acquisition will be in place.
The offering is not conditioned upon the consummation of the
acquisition; however, if (1) the acquisition has not been consummated on
or prior to April 22, 2020, (2) on or prior to the April 22, 2020 and
prior to the consummation of the acquisition, the acquisition agreement
is terminated or (3) prior to the consummation of the acquisition, Aqua
otherwise publicly announce that the acquisition will not be
consummated, then Aqua will be required to redeem all outstanding notes
on a special mandatory redemption date at a special mandatory redemption
price equal to 101% of the aggregate principal amount of the notes, plus
accrued and unpaid interest thereon, if any, to, but excluding, the
special mandatory redemption date.
RBC Capital Markets, LLC, Goldman Sachs & Co. LLC, Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and Wells
Fargo Securities, LLC are acting as joint book-running managers for the
offering.
The offering of senior notes is being made pursuant to an effective
shelf registration statement on Form S-3 filed with the Securities and
Exchange Commission.
The offering may only be made by means of the prospectus supplement
relating to the offering and the accompanying prospectus. A preliminary
prospectus supplement related to the offering has been filed with the
SEC and is available on the SEC’s website. Copies of the preliminary
prospectus supplement for the offering and the accompanying prospectus
can be obtained by contacting RBC Capital Markets, LLC, 200 Vesey
Street, 8th Floor, New York, New York 10281-8098, Attn: Prospectus
Department; or Goldman Sachs & Co. LLC, 200 West Street, New York, New
York 10282, Attn: Prospectus Department.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any
sale of these securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About Aqua America
Aqua America is the second-largest publicly traded water utility based
in the U.S., and serves more than 3 million people in Pennsylvania,
Ohio, North Carolina, Illinois, Texas, New Jersey, Indiana and Virginia.
Cautionary Statement Regarding Forward-Looking Statements
This release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, including, among
others: the terms and timing of additional offerings or borrowings to be
made by Aqua America to fund the Acquisition and the anticipated use of
proceeds from the offerings referred to herein. These statements involve
risks and uncertainties that could cause actual results to differ
materially, including, but not limited to, the ability to price and to
satisfy customary closing conditions with respect to the offerings,
prevailing market conditions, and the impact of general economic,
industry or political conditions in the United States or
internationally. There are important factors that could cause actual
results to differ materially from those expressed or implied by such
forward-looking statements including: general economic business
conditions; changes in regulations or regulatory treatment, including a
change in federal tax policy; availability and access to capital; the
cost of capital; disruptions in the credit markets; the ability of Aqua
to successfully close and integrate the Acquisition; and other factors
discussed in Aqua America’s Annual Report on Form 10-K, which was filed
with the SEC on February 26, 2019 and Aqua America’s Current Report on
Form 8-K/A, which was filed with the SEC on April 15, 2019. For more
information regarding risks and uncertainties associated with Aqua
America's business, please refer to Aqua America's annual, quarterly and
other SEC filings. Aqua America is not under any obligation - and
expressly disclaims any such obligation - to update or alter its
forward-looking statements whether as a result of new information,
future events or otherwise.
WTRF
View source version on businesswire.com: https://www.businesswire.com/news/home/20190424006138/en/
Source: Aqua America Inc.
Brian Dingerdissen
Investor Relations
O: 610.645.1191
BJDingerdissen@AquaAmerica.com
Stacey Hajdak
Marketing & Communications
O: 610.520.6309
M:
267.294.1866
SMHajdak@AquaAmerica.com
