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American Water Works Company, Inc. 8-K Report, Material Agreement (May 19, 2025)

Reports
Material Agreements·Regulation FD·Exhibits & Filings
Filing Date
Filed May 19, 2025
Period End
May 19, 2025
Security
AWK
In the record · 2016–202610-K1110-Q328-K211

AWK filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 211 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Oct ’16Oct ’16
  2. Material agreement8-K · Mar ’20Mar ’20
  3. Leadership change8-K · May ’22May ’22
  4. Leadership change8-K · May ’26May ’26

01—Abstract

Summary

Summary of the 8-K filed May 19, 2025. Cited figures are marked; the original filing is the authoritative source.

American Water Works Company, Inc. (AWK) announced on May 19, 2025, that it has entered into a definitive agreement to acquire Nexus Regulated Utilities, LLC's equity interests in entities that own regulated water and wastewater system assets across eight states.

This strategic acquisition for approximately $315 milliona in cash (subject to adjustments) is expected to add nearly 47,000 customer connections to AWK's regulated businesses. The states included in the acquisition are Illinois, Indiana, Kentucky, Maryland, New Jersey, Pennsylvania, Tennessee, and Virginia, significantly expanding AWK's geographic footprint and customer base in these key regions. The transaction is structured as a cash-free, debt-free acquisition and is anticipated to close by August 2026, contingent upon customary closing conditions, including significant regulatory approvals from various public utility commissions and the expiration of the Hart-Scott-Rodino waiting period.

The company intends to fund the acquisition through existing cash flow and liquidity sources. This move represents a substantial growth initiative for American Water, aligning with its strategy to expand its regulated operations and enhance its service area.

02—Key points

Key Highlights

  1. AWK to acquire regulated water and wastewater assets from Nexus Regulated Utilities, LLC for approximately $315 million.
  2. Acquisition adds nearly 47,000 customer connections across eight states: IL, IN, KY, MD, NJ, PA, TN, and VA.
  3. Transaction is structured as a cash-free, debt-free equity purchase.
  4. Estimated rate base at closing is approximately $200 million.
  5. Closing is anticipated by August 2026, subject to regulatory approvals and other customary conditions.
  6. Purchase price to be funded through company's operational cash flow and existing liquidity.
  7. Agreement includes customary representations, warranties, and covenants, with provisions for termination and a potential termination fee of $15.75 million under specific circumstances.

03—Questions

Frequently Asked Questions

  1. What is American Water Works Company (AWK) acquiring?

    AWK is acquiring the equity interests in several entities that own regulated water and wastewater system assets located in Illinois, Indiana, Kentucky, Maryland, New Jersey, Pennsylvania, Tennessee, and Virginia from Nexus Regulated Utilities, LLC.

  2. What is the purchase price and how will AWK fund it?

    The aggregate purchase price is approximately $315 million in cash, subject to adjustments at closing. AWK intends to fund this acquisition through its cash flow from operations and its existing sources of liquidity.

  3. What are the key conditions for the closing of this acquisition?

    The closing is subject to several conditions, including receipt of required regulatory approvals from applicable public utility commissions, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and the absence of any legal impediments. Customary representations, warranties, and covenants must also be met.

  4. When is the expected closing date for this transaction?

    AWK currently anticipates that the closing will occur by or before August 2026.

04—Continue

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