8-K
California Water Service Group (CWT)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13or 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): January 26, 2023
CALIFORNIA WATER SERVICE GROUP
(Exact name of Registrant as Specified in its Charter)
| Delaware<br><br>(State or other jurisdiction<br> of incorporation) | 1-13883<br><br>(Commission file number) | 77-0448994<br><br>(I.R.S. Employer<br> Identification Number) |
|---|---|---|
| 1720 North First Street<br>San Jose, California<br><br>(Address of principal executive offices) | 95112<br><br>(Zip Code) | |
| --- | --- |
(408) 367-8200
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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<br>(17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act<br>(17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Shares, par value $0.01 | CWT | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined by Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 7.01. | Regulation FD Disclosure. |
|---|
On January 26, 2023, California Water Service Group issued the press release attached as Exhibit 99.1 to this current report and incorporated by reference herein.
The information and exhibit furnished pursuant to Item 7.01 of this Current Report shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
We hereby furnish the following exhibits, which shall not be deemed “filed,” with this report:
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release issued January 26, 2023 |
| 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: January 26, 2023 | By: | /s/ Thomas F. Smegal |
| Name: | Thomas F. Smegal | |
| Title: | Vice President, Chief Financial Officer & Treasurer |
Exhibit 99.1
A subsidiary of California Water Service Group
401 Horner Street, Rio Communities, NM 87002
January 26, 2023
Contact: Yvonne Kingman, 310-257-1434 (media)
Tom Smegal, 408-367-8200 (analysts)
For Immediate Release
New Mexico Water Service to Acquire Lake SectionWater Company
AcquisitionWould Expand Utility to Almost 16,000 Connections****
RIO COMMUNITIES, N.M.—New Mexico Water Service (New Mexico Water), a subsidiary of California Water Service Group (Group) (NYSE: CWT), has signed an agreement to purchase the assets of Lake Section Water Company (Lake Section), a utility located in Chapparal, N.M. The acquisition, which—when closed—would establish New Mexico Water as the largest investor-owned water and wastewater utility in the state, is subject to satisfaction of customary closing conditions and approval by the New Mexico Public Regulation Commission (Commission).
As part of the purchase, New Mexico Water will own and operate the Lake Section water system, which serves 5,000 customer connections about 110 miles south of New Mexico Water’s Elephant Butte system in the greater El Paso, Texas, metropolitan area.
“We are dedicated to providing quality, service, and value to all of our customers and appreciate Lake Section Water Company’s confidence in our team to provide the same service to its customers,” said Martin A. Kropelnicki, President and CEO of New Mexico Water. “We also look forward to working with Lake Section and the Commission to complete the acquisition.”
Group has completed more than 18 acquisitions since 2019, which has added more than 42,000 water and wastewater customer connections. With the addition of closed and announced transactions, Group will be the largest investor-owned water utility in California, Hawaii, New Mexico, and Washington.
About New Mexico Water Service and California Water Service Group
New Mexico Water Service provides high-quality, reliable water and/or wastewater services to about 20,000 people in its Rio Communities, Rio Del Oro, Meadow Lake, Indian Hills, Squaw Valley, Elephant Butte, Sandia Knolls, Juan Tomas, and Cypress Gardens systems through 10,740 service connections. It is a subsidiary of California Water Service Group (NYSE: CWT), the largest regulated water utility in the western United States. In total, Group serves more than 2 million people in California, Hawaii, New Mexico, Washington, and Texas through its regulated subsidiaries, California Water Service, Hawaii Water Service, New Mexico Water Service, and Washington Water Service, and its utility holding company, Texas Water Service.
What sets New Mexico Water and Group apart is their commitment to enhancing the quality of life for their customers, communities, employees, and stockholders. Guided daily by their promise to provide quality, service, and value, the company’s employees lead the way in working to protect the planet, care for people, and operate with the utmost integrity. Integral to their strategy is investing responsibly in water and wastewater infrastructure, sustainability initiatives, and community well-being. The company has been named one of “America’s Most Responsible Companies” by Newsweek and a Great Place to Work®. More information is available at www.newmexicowater.com and www.calwatergroup.com.
This news release containsforward-looking statements within the meaning established by the Private Securities Litigation Reform Act of 1995 ("Act").The forward-looking statements are intended to qualify under provisions of the federal securities laws for "safe harbor" treatmentestablished by the Act. Forward-looking statements are based on currently available information, expectations, estimates, assumptionsand projections, and management's judgment about the Company, the water utility industry and general economic conditions. Such wordsas would, expects, intends, plans, believes, estimates, assumes, anticipates, projects, predicts, forecasts or variations of such wordsor similar expressions are intended to identify forward-looking statements. The forward-looking statements are not guarantees of futureperformance. They are subject to uncertainty and changes in circumstances. Actual results may vary materially from what is containedin a forward-looking statement. Factors that may cause a result different than expected or anticipated include, but are not limited to:ability to close the acquisition of**Lake Section Water Company, integrate the business, and operate the Lake SectionWater system in an effective and accretivemanner; natural disasters, public health crises, pandemics, epidemics or outbreaks of a contagious disease, such as the outbreak of coronavirus(or COVID-19); governmental and regulatory commissions' decisions, including decisions on proper disposition of property; consequencesof eminent domain actions relating to our water systems; changes in regulatory commissions' policies and procedures; the timeliness ofregulatory commissions' actions concerning rate relief and other actions; changes in water quality standards; changes in environmentalcompliance and water quality requirements; electric power interruptions; housing and customer growth trends; the impact of oppositionto rate increases; our ability to recover costs; availability of water supplies; issues with the implementation, maintenance or securityof our information technology systems; civil disturbances or terrorist threats or acts; the adequacy of our efforts to mitigate physicaland cyber security risks and threats; the ability of our enterprise risk management processes to identify or address risks adequately;labor relations matters as we negotiate with unions; changes in customer water use patterns and the effects of conservation; the impactof weather, climate, natural disasters, and diseases on water quality, water availability, water sales and operating results, and theadequacy of our emergency preparedness; and, other risks and unforeseen events. When considering forward-looking statements, you shouldkeep in mind the cautionary statements included in this paragraph, as well as the annual 10-K, quarterly 10-Q, and other reports filedfrom time-to-time with the Securities and Exchange Commission (SEC). The Company assumes no obligation to provide public updates of forward-lookingstatements.