H2O America Announces $325M Public Offering Of 6.5M Equity Units At $50/Unit

Each equity unit will be issued in a stated amount of $50 ($325 million aggregate stated amount) and will initially be in the form of a corporate unit consisting of a contract to purchase the Company’s common stock in the future (the "purchase contract") and a 1/20 undivided beneficial ownership interest in $1,000 principal amount of the Company’s remarketable senior notes due 2031. Pursuant to the terms of the equity units, we expect to issue shares of the Company’s common stock to holders on or about November 1, 2029. Before the issuance of the Company’s common stock upon settlement of the purchase contracts, the purchase contracts will be reflected in the Company’s diluted earnings per share calculations using the treasury stock method.

In connection with the Offering, the Company expects to grant the underwriters an option to purchase up to an additional 975,000 corporate units ($48.75 million additional aggregate stated amount), solely for the purpose of covering over-allotments, within the 13-day period beginning on the day the Company first issues the corporate units.

The Company intends to apply to list the corporate units on the Nasdaq Global Select Market and expects trading to commence within 30 days of the date of initial issuance (subject to listing approval).

The Company intends to use the net proceeds of the Offering for general corporate purposes, which may include acquisitions, capital expenditures or debt repayment, in line with our previously communicated capital plans, and to satisfy a portion of our future equity needs to refinance a portion of our debt maturing in 2029.