Northwest Natural Holding Co 8-K, filed Jan 7, 2021
Northwest Natural Holding Co (NWN)
8-K
2021-01-07
For: 2021-01-07
View Original
Added on
April 08, 2026
About this 8-K
Northwest Natural Holding Co filed this 8-K on January 7, 2021.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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)
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| Securities registered pursuant to Section 12(b) of the Act: | |||||||||||
| Registrant | Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||
| Northwest Natural Holding Company | |||||||||||
| Northwest Natural Gas Company | None | ||||||||||
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 (see General Instruction A.2. below):
Indicate by check mark whether the registrant is an emerging growth company as defined in 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). | ||||||||||||||
| Northwest Natural Holding Company | Emerging growth company | |||||||||||||
| Northwest Natural Gas Company | 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 7, 2021, Northwest Natural Gas Company (NW Natural), a subsidiary of Northwest Natural Holding Company (NW Holdings) issued a press release announcing its partnership with BioCarbN, a developer and operator of sustainable infrastructure projects, to convert methane from some of Tyson Foods facilities into renewable natural gas (RNG) to heat homes and businesses. A copy of the press release is attached as Exhibit 99.1.
The information contained in this Item 7.01 and in the accompanying exhibit shall not be incorporated by reference into any filing of NW Natural and NW Holdings, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this Item 7.01, including the exhibit hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
Forward-Looking Statements
This report, and other presentations made by NW Holdings or NW Natural from time to time, may contain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “anticipates,” “assumes,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods. Examples of forward-looking statements include, but are not limited to, statements regarding the following: plans, objectives, assumptions, expectations, estimates, timing, goals, strategies, expenses, future events, strategic goals and visions; decarbonization and the role of natural gas and the gas delivery system, including use of renewables such as RNG; RNG gas projects or investments, investment amounts and timing and likelihood of completion related thereto; RNG project construction timing and completion; procurement of RNG for customers; RNG generation, greenhouse gas emissions and savings; likelihood and timing of further RNG and other renewable energy initiatives, financial results, performance, effects of future regulatory proceedings, and other statements that are other than statements of historical facts.
Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual results may differ materially from those contemplated by the forward-looking statements. You are therefore cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future operational, economic or financial performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements are discussed by reference to the factors described in Part I, Item 1A “Risk Factors”, and Part II, Item 7 and Item 7A “Management's Discussion and Analysis of Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosure about Market Risk” in the most recent Annual Report on Form 10-K and in Part I, Items 2 and 3 “Management's Discussion and Analysis of Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosures About Market Risk”, and Part II, Item 1A, “Risk Factors”, in the quarterly reports filed thereafter.
All forward-looking statements made in this report and all subsequent forward-looking statements, whether written or oral and whether made by or on behalf of NW Holdings or NW Natural, are expressly qualified by these cautionary statements. Any forward-looking statement speaks only as of the date on which such statement is made, and NW Holdings and NW Natural undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. New factors emerge from time to time and it is not possible to predict all such factors, nor can it assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statements.
| Item 9.01 | Financial Statements and Exhibits | ||||
(d) Exhibits
See Exhibit Index below.
EXHIBIT INDEX
| Exhibit | Description | |||||||
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K. | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company and its subsidiaries.
| NORTHWEST NATURAL HOLDING COMPANY | ||||||||
| (Registrant) | ||||||||
| Dated: | January 7, 2021 | /s/ Shawn M. Filippi | ||||||
| Vice President, Chief Compliance Officer and Corporate Secretary | ||||||||
| NORTHWEST NATURAL GAS COMPANY | ||||||||
| (Registrant) | ||||||||
| Dated: | January 7, 2021 | /s/ Shawn M. Filippi | ||||||
| Vice President, Chief Compliance Officer and Corporate Secretary | ||||||||
For Immediate Release
NW Natural and BioCarbN Form Innovative Renewable Natural Gas Partnership with Tyson Foods
RNG supply will be dedicated to NW Natural Oregon customers
Portland, OR (Jan. 7, 2021) – NW Natural, a subsidiary of NW Natural Holding Company (NYSE: NWN), is partnering with BioCarbN, a developer and operator of sustainable infrastructure projects, to convert methane from some of Tyson Foods facilities into renewable natural gas (RNG) to heat homes and businesses.
Under this partnership, NW Natural has options to invest up to an estimated $38 million in four separate RNG development projects that will access biogas derived from water treatment at Tyson Foods’ processing plants. In December, NW Natural exercised its option for the first development project in Nebraska, initiating investment in an estimated $8 million project. Construction on this first project is expected to begin in early 2021, with completion and commissioning expected in late 2021.
Once fully operational, these four projects are expected to generate more than 1.2 million MMBtu of renewable natural gas each year – enough RNG to provide heat for about 18,000 homes NW Natural serves in Oregon.
This is the company’s first investment under the landmark new state RNG law, Oregon Senate Bill 98, which supports renewable energy procurement and investment by natural gas utilities.
RNG is produced from organic materials like agricultural and forestry by-products, food waste, wastewater, or landfills, and is a unique and valuable form of renewable energy. It combines similar emission reduction benefits of traditional, intermittent renewables such as wind and solar, with the reliability and seasonal storage capabilities of natural gas - all while capturing, cleaning and utilizing organic material that would otherwise contribute carbon to the atmosphere.
“Our vision is to champion innovative policies and new technologies to provide a substantial climate benefit for our customers,” said David H. Anderson, NW Natural president and CEO. “We have a long history of being leaders on environmental stewardship and climate change. This partnership is just one step forward in what we intend to be many to follow, as we work to source more and more of our supply from renewables over time.”
Partners for these projects include BioCarbN, an Idaho-based developer and operator of renewable energy projects, and Cross River Infrastructure Partners, a Connecticut-based developer of waste-based infrastructure projects.
Other RNG projects
The BioCarbN projects will be separate from the three previously announced RNG projects that NW Natural is currently interconnecting to its system. These include the City of Portland’s Bureau of Environmental Services’ Columbia Boulevard Wastewater Treatment Plant; the Eugene-Springfield Water Pollution Control Facility; and the Shell New Energies Junction City biomethane facility. According to the Coalition for Renewable Natural Gas, there are 130 RNG facilities operating today in the U.S. and Canada with 110 more in development or under construction.
About NW Natural
NW Natural is a local distribution company that currently provides natural gas service to approximately 2.5 million people in more than 140 communities through nearly 770,000 meters in Oregon and Southwest Washington with one of the most modern pipeline systems in the nation. NW Natural consistently leads the
industry with high J.D. Power & Associates customer satisfaction scores. NW Natural, a part of Northwest Natural Holding Company, (NYSE: NWN) (NW Natural Holdings), is headquartered in Portland, Oregon, and has been doing business for more than 160 years. NW Holdings owns NW Natural, NW Natural Water Company (NW Natural Water), and other business interests and activities.
About BioCarbN
BioCarbN is an Idaho-based sustainable infrastructure project developer and operator, focused on constructing, owning and operating turnkey RNG production, nutrient recovery, and waste conversion plants. BioCarbN has exclusively partnered with Cross River Infrastructure Partners to develop its portfolio of technology-enabled sustainable infrastructure projects. www.biocarbn.com
About Cross River Infrastructure Partners
Cross River Infrastructure Partners (“CRIP”) is a sustainable infrastructure business focused on developing projects and commercializing technologies. CRIP partners with developers and technology companies to accelerate the deployment of projects focused on upcycling waste streams and carbon emissions to produce valuable sources of renewable energy, hydrogen, agricultural products and industrial materials. www.crossriverllc.com
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Media Contact: Melissa Moore, Melissa.moore@nwnatural.com, (503) 818-9845 pager
Investor Contact: Nikki Sparley, nikki.sparley@nwnatural.com, (503) 721-2530