Northwest Natural Holding Co 8-K, filed Jun 26, 2020
Northwest Natural Holding Co (NWN)
8-K
2020-06-26
For: 2020-06-26
View Original
Added on
April 08, 2026
About this 8-K
Northwest Natural Holding Co filed this 8-K on June 26, 2020.
Items reported
- Item 1.01: Entered into a material agreement
- 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)
Commission file number 1-38681
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number: (503) 226-4211
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):
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 (17 CFR 240.14d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
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 | ||||||
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).
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 1.01 | Entry into a Material Definitive Agreement. |
As previously disclosed, on June 20, 2018, NWN Gas Storage, LLC, (NWN Gas Storage) a wholly owned subsidiary of Northwest Natural Holding Company (NW Holdings), entered into a Purchase and Sale Agreement (Agreement) that provides for the sale by NWN Gas Storage of all of its membership interests in Gill Ranch Gas Storage, LLC (Gill Ranch). On June 26, 2020, NWN Gas Storage and the buyer amended the Agreement to, among other things, change the date after which the Agreement would be subject to termination by either party from June 26, 2020 to August 17, 2020. A copy of such amendment is attached as Exhibit 10.1.
Forward-Looking Statements
This report, and other presentations made by NW Holdings 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, estimates, timing, goals, strategies, future events and other statements that are other than statements of historical facts.
Forward-looking statements are based on current expectations and assumptions regarding the business of NW Holdings and its subsidiaries, 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, 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 undertakes 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, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NORTHWEST NATURAL HOLDING COMPANY | ||
(Registrant) | ||
Dated: June 26, 2020 | /s/ Shawn M. Filippi | |
Vice President, Chief Compliance Officer & | ||
Corporate Secretary | ||
Justin Palfreyman
Vice President, Strategy & Business Development
June 26, 2020 BY EMAIL AND OVERNIGHT COURIER
Mr. John Rigas SENSA Holdings LLC 667 Madison Avenue #5 New York, NY 10065 | Mr. Jack Bellinger General Counsel SENSA Holdings LLC 10000 Memorial Drive, Suite 200 Houston, TX 77024 |
Mr. John Thrash SENSA Holdings LLC 667 Madison Avenue #5 New York NY 10065 | |
Gentlemen:
To follow up on our previous conversations regarding extending the deadline after which either NW Natural Gas Storage, LLC (Seller) or SENSA Holdings LLC (Buyer) can terminate the Purchase and Sale Agreement between Seller and Buyer, dated as of June 20, 2018, as amended (Purchase Agreement), we are submitting this letter to you and requesting that you acknowledge your agreement with the matters set forth herein by signing it in the space provided below. Please note that all capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement.
Pursuant to Section 11.4 of the Purchase Agreement, Seller and Buyer agree that Section 8.1(b)(i) of the Purchase Agreement is hereby amended to read as follows:
“(i) automatically until August 17, 2020 if the CPUC has not issued the CPUC Order as of the close of business on the first anniversary of the date of this Agreement and/or.”
Seller and the Company may:
(a) make any capital expenditure or commitment to make a capital expenditure in accordance with planned 2020 capital expenditures as set forth in the 2020 capital expenditures budget attached hereto, and
(b) in the ordinary course of business, consistent with past practice and the terms of the Purchase Agreement (as amended by this letter), enter into or amend any storage Contract, including without limitation any Firm Storage Contract, Interruptible Contract or Park and Loan Contract, but only if such Contract, as entered into or amended, expires on or before March 31, 2021.
This paragraph constitutes the prior written approval of Buyer to the matters set forth in clauses (a) and (b) in accordance with Section 6.1 of the Purchase Agreement.
Pursuant to Section 11.4 of the Purchase Agreement, Seller and Buyer agree that the definition of “Current Assets” in Section 1.1 of the Purchase Agreement is hereby amended to read as follows:
““Current Assets” as of a specified date means the sum of (a) the current assets of the Company as reflected on a balance sheet of the Company as of that date as determined under GAAP and, subject to the following exclusions, applied in a manner consistent with preparation of the Financial Statements, but excluding, however, (i) cash and cash equivalents and (ii) intercompany accounts between the Company, on the one hand, and Seller or its Affiliates, on the other, plus (b) the amount of cash, if any, contributed by Seller or an Affiliate of Seller to the Company to serve as collateral for the”GRS LC (as defined in the Fifth Amendment to Purchase and Sale Agreement, dated April 29, 2020, between the parties), plus accrued interest on such amount of contributed cash from the date the GRS LC is issued through the Closing Date based on an interest rate of 3% per annum, plus (c) the aggregate of (i) all capital expenditures made by the Company from June 27, 2020 through the Closing Date relating to any and all of the projects set forth in the 2020 Capital Budget (as defined in the letter agreement, dated June 25, 2020, between the parties) but not to exceed the amounts set forth on Exhibit B to such letter agreement for each period identified on such Exhibit B and (ii) all expenditures made by the Company to respond to any catastrophe or other emergency situation from June 27, 2020 through the Closing Date and to restore safe operations of the Business (but not resulting from the gross negligence or willful misconduct of Seller, the Company, or their respective Affiliates, or any of their respective Representatives), including to prevent, mitigate or remedy the endangerment or the health or safety of any person(s) or of the environment.”
All references in the Purchase Agreement to “Agreement,” “herein,” “hereof,” or terms of like import referring to the Purchase Agreement or any portion thereof are hereby amended to refer to the Purchase Agreement as amended by this letter. Except as and to the extent expressly modified as set forth in this letter, the Purchase Agreement shall remain in full force and effect in all respects. Each of the provisions in Article XI of the Purchase Agreement is hereby incorporated by reference herein, mutatis mutandis.
We look forward to working together to complete the transaction as soon as possible.
Regards,
/s/ Justin Palfreyman
Justin Palfreyman
Vice President, Strategy & Business Development
NW Natural Gas Storage, LLC
***
Buyer acknowledges and agrees to the matters set forth in this letter as of the date first set forth above.
SENSA Holdings LLC
By /s/ John F. Thrash___________
John F. Thrash, Director
By /s/ John Rigas_______________
John Rigas, Director