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
November 16, 2016
Date of Report (Date of earliest event
reported)
NORTHWEST NATURAL GAS
COMPANY
(Exact name of registrant as specified in
its charter)
Commission File No.
1-15973
Oregon |
93-0256722 | ||
(State or other jurisdiction of incorporation or
organization) |
(I.R.S. Employer Identification
No.) | ||
220 N.W. Second Avenue, Portland, Oregon 97209
(Address of
principal executive offices) (Zip Code)
Registrant’s Telephone Number, including area code: (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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 8.01 |
Other
Events. |
On November 16, 2016, Northwest Natural Gas Company (“NW Natural”), issued and sold 1,012,000 shares of its common stock (the “Shares”) pursuant to a registration statement on
Form S-3 (Registration Statement No. 333-214496) of the Company, which became effective automatically upon filing with the Securities and Exchange Commission on November 8, 2016, and a Prospectus Supplement, dated November 10, 2016, to a Prospectus,
dated November 8, 2016. NW Natural received net offering proceeds, after deducting the underwriters’ discounts and commissions and estimated expenses payable by NW Natural, of approximately $53.0 million. NW Natural intends that the net
proceeds will be used for general corporate purposes, primarily to fund, in part, NW Natural’s ongoing utility construction program. A portion of the net proceeds may be used to reduce NW Natural’s short-term indebtedness (commercial
paper). The Shares included the full exercise of the over-allotment option granted to the underwriters for the offering. NW Natural is filing this Current Report on Form 8-K to report as exhibits certain documents in connection with the
offering.
Item 9.01 |
Financial Statements and
Exhibits. |
(d)
Exhibits
The following
exhibits are being filed herewith.
Exhibit
|
Description
| |
1.1 |
Underwriting Agreement, dated November 10, 2016, by and among NW
Natural and Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named therein. | |
5(a) |
Opinion of MardiLyn Saathoff, Esquire, regarding the validity of the
securities. | |
5(b) |
Opinion of Morgan, Lewis & Bockius LLP, regarding the validity
of the securities. | |
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 thereunto duly
authorized.
NORTHWEST NATURAL GAS COMPANY | |
(Registrant) | |
Dated: November 16, 2016 |
/s/ Shawn M.
Filippi |
Vice President, Chief Compliance Officer
and Corporate Secretary | |
Exhibit
Index
Exhibit
|
Description
| |
1.1 |
Underwriting Agreement, dated November 10, 2016, by
and among NW Natural and Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named therein. | |
5(a) |
Opinion of MardiLyn Saathoff, Esquire, regarding the
validity of the securities. | |
5(b) |
Opinion of Morgan, Lewis & Bockius LLP,
regarding the validity of the securities. | |