Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
On January 6, 2023, Northwest Natural Gas Company (NW Natural), a wholly owned
subsidiary of Northwest Natural Holding Company, issued and sold $100,000,000
aggregate principal amount of its First Mortgage Bonds, 5.43% Series due January
6, 2053 (the Bonds), to certain institutional investors pursuant to a Bond
Purchase Agreement dated December 13, 2022, in reliance on an exemption from
registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
The Bonds were issued pursuant to the Twenty-fifth Supplemental Indenture to NW
Natural's Mortgage and Deed of Trust, dated as of July 1, 1946, with Deutsche
Bank Trust Company Americas as trustee (the Mortgage).
The Bonds bear interest at the rate of 5.43% per annum, payable semi-annually on
January 6 and July 6 of each year, commencing July 6, 2023, and will mature on
January 6, 2053. The Bonds will be subject to redemption prior to maturity at
the option of NW Natural, in whole or in part, (i) at any time prior to July 6,
2052, at a redemption price equal to 100% of the principal amount thereof plus a
"make-whole" premium and accrued and unpaid interest thereon to the date of
redemption, and (ii) at any time on and after July 6, 2052, at 100% of the
principal amount thereof plus accrued and unpaid interest thereon to the date of
redemption.
The description set forth above is qualified in its entirety by reference to the
Supplemental Indenture filed as Exhibit 4.1 to this Current Report on Form 8-K
and to the Mortgage.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
See Exhibit Index below.
Exhibit Index
Exhibit Description
4.1 Twenty-fifth Supplemental Indenture, providing for, among other things, First
Mortgage Bonds, 5.43% Series due 2053, dated as of December 1, 2022, by and
between Northwest Natural Gas Company and Deutsche Bank Trust Company
Americas.
104 Inline XBRL for the cover page of this Current Report on Form 8-K.
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