8-KOther EventsExhibits & Filings

American Water Works Company, Inc. 8-K Report, Corporate Update (Nov 19, 2009)

Filed November 19, 2009For Securities:AWK

Summary

This 8-K filing by American Water Works Company, Inc. (AWK) on November 19, 2009, primarily details a significant secondary offering of the Company's common stock by a major shareholder, RWE Aqua Holdings GmbH. A total of 37,351,617 shares were offered at a price of $21.63 per share. Importantly, American Water Works Company, Inc. itself will not receive any proceeds from this sale, as the shares are being sold directly by the selling stockholder. Investors should note the lock-up agreements in place: the Company and its officers/directors are subject to a 90-day lock-up, while the selling stockholder has a 45-day lock-up. These restrictions impact the immediate ability of insiders and the selling shareholder to trade their shares, which could influence market dynamics post-offering. The filing is significant as it pertains to a substantial block of AWK shares entering the public market from a major entity.

Key Highlights

  • 1RWE Aqua Holdings GmbH is selling 37,351,617 shares of American Water Works Company, Inc. common stock.
  • 2The public offering price is set at $21.63 per share.
  • 3American Water Works Company, Inc. will not receive any proceeds from this stock sale.
  • 4The Company and its officers/directors are subject to a 90-day lock-up period on their shares.
  • 5The selling stockholder, RWE Aqua Holdings GmbH, is subject to a 45-day lock-up period.
  • 6The underwriting agreement was entered into on November 17, 2009.
  • 7This filing is an 8-K reporting other events, specifically related to the underwriting agreement for the stock offering.

Frequently Asked Questions

The shares are being sold by RWE Aqua Holdings GmbH, which is identified as the 'Selling Stockholder' in the filing.

No, the filing explicitly states that American Water Works Company, Inc. will not receive any proceeds from the sale of these shares. The proceeds will go to the selling stockholder, RWE Aqua Holdings GmbH.

The filing mentions two lock-up periods: the Company and its officers and directors have agreed to a 90-day lock-up period, while the selling stockholder (RWE Aqua Holdings GmbH) has agreed to a 45-day lock-up period. These periods restrict the sale of certain securities by these parties, subject to certain exceptions.

This filing is significant because it announces a large secondary offering of AWK shares by a major shareholder. Investors should pay attention to the number of shares being offered, the sale price, and the lock-up periods, as these factors can influence the stock's supply, demand, and potential price movements in the short to medium term.