Business Context and Reporting Period
Company: American Water Works Company, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: November 17, 2009
Event: Entry into an underwriting agreement for a secondary public offering of common stock by a selling stockholder.
Key Financial Metrics
This filing does not report operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity for the Company.
Transaction Details:
- Selling Stockholder: RWE Aqua Holdings GmbH
- Shares Sold: 37,351,617 shares of Common Stock
- Public Offering Price: $21.63 per share
- Company Proceeds: $0 (The Company will not receive any proceeds from this sale)
Material Changes
The filing discloses a significant change in the Company's capital structure regarding share ownership, as a major shareholder (RWE Aqua Holdings GmbH) is divesting a substantial portion of its holdings. There are no reported changes to the Company's operational performance or financial position in this document.
Guidance, Outlook, and Restrictions
Lock-Up Agreements:
- Company, Officers, and Directors: Subject to a 90-day lock-up period regarding sales of specified securities.
- Selling Stockholder: Subject to a 45-day lock-up period regarding sales of specified securities.
Management Commentary: The filing contains no forward-looking guidance, outlook, or management commentary regarding future operations or risks beyond the transaction details.
Investor Verification Checklist
- Verify the total number of shares outstanding post-transaction to assess dilution impact on remaining shareholders.
- Confirm the remaining ownership percentage of RWE Aqua Holdings GmbH after the sale of 37,351,617 shares.
- Review the full Underwriting Agreement (Exhibit 1.1) for specific exceptions to the lock-up periods.
- Check subsequent filings for any changes in the Company's capital structure or debt levels not disclosed in this 8-K.