Business Context and Reporting Period
Company: American Water Works Company, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: August 13, 2009
Event: The Company entered into an underwriting agreement for a secondary public offering of its common stock by a selling stockholder.
Key Financial Metrics
This filing does not report the Company's operational financial metrics (revenue, profit, cash flow, margins, debt, or liquidity). The filing details a capital market transaction with the following specific figures:
- Shares Sold: 35,000,000 shares of common stock.
- Offering Price: $19.25 per share.
- Proceeds to Company: $0 (The Company will not receive any proceeds from this sale).
- Selling Stockholder: RWE Aqua Holdings GmbH.
Material Changes
The primary material event is the sale of 35,000,000 shares by RWE Aqua Holdings GmbH. This transaction represents a change in the Company's shareholder structure but does not directly impact the Company's balance sheet or cash position as no proceeds are received by the registrant.
Guidance, Outlook, and Restrictions
Lock-Up Period: The Company, its officers, directors, and the Selling Stockholder have agreed to a 90-day "lock-up" period restricting the sale of specified securities, subject to certain exceptions.
Underwriters: Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., and Goldman, Sachs & Co. served as representatives.
Investor Verification Checklist
- Verify the total number of outstanding shares post-offering to assess dilution impact.
- Confirm the remaining ownership percentage of RWE Aqua Holdings GmbH after the sale of 35,000,000 shares.
- Review the specific exceptions to the 90-day lock-up agreement detailed in the Underwriting Agreement (Exhibit 1.1).
- Check subsequent filings for any changes in the Company's capital structure or debt levels unrelated to this secondary offering.