SEC Info - Northwest Natural Holding Co, et al.

i false i false i 2019-12-30 i 8-K i 0001733998 i 0000073020 i ☐ i ☐ i ☐ i ☐ 0001733998 nwn:NorthwestNaturalGasCompanyMember 2019-12-30 2019-12-30 0001733998 2019-12-30 2019-12-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form i 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

i December 30, 2019

Date of Report (Date of earliest event reported)

Commission file number i 1-38681 Commission file number i 1-15973

i NORTHWEST NATURAL HOLDING COMPANY

i NORTHWEST NATURAL GAS COMPANY

(Exact name of registrant as specified in its charter)

i Oregon

i 82-4710680

i Oregon

i 93-0256722

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

i 220 N.W. Second Avenue

i Portland

i Oregon

i 97209

i Portland

i Oregon

i 97209

(Address of principal executive offices)

(Zip Code)

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number:

i (503)

i 226-4211

Registrant’s telephone number:

i (503)

i 226-4211



Securities registered pursuant to Section 12(b) of the Act:
Registrant	Title of each class	Trading Symbol	Name of each exchange on which registered
Northwest Natural Holding Company	i Common Stock	i NWN	i New York Stock Exchange
Northwest Natural Gas Company	None

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

i ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

i ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

i ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

i ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Northwest Natural Holding Company	Emerging growth company	i ☐
Northwest Natural Gas Company	Emerging growth company	i ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.		☐

Item 7.01 Regulation FD Disclosure.

On December 30, 2019, Northwest Natural Gas Company (NW Natural), a wholly owned subsidiary of Northwest Natural Holding Company (NW Holdings) announced that NW Natural filed for a general rate case with the Public Utility Commission of Oregon.

A copy of the press release announcing this filing is attached as Exhibit 99.1.

The information contained in this Item 7.01 and in the accompanying exhibit shall not be incorporated by reference into any filing of NW Holdings and NW Natural, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this Item 7.01, including the exhibit hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Item 8.01 Other Events

On December 30, 2019, NW Natural filed a request for a general rate increase with the Public Utility Commission of Oregon (OPUC).

The filing includes a requested $71.4 million annual revenue requirement increase based upon the following assumptions or requests:

•Capital structure of 50% debt and 50% equity;

•Return on equity of 10.0%;

•Cost of capital of 7.298%;

•Average rate base of $1.47 billion.

The filing includes an increase in average rate base of $269.9 million compared to the last rate case due to the following items:


•	Investments supporting customer growth and reliability for the distribution system as well as for operating resiliency;


•	Replacing key components of our Mist storage facility, which provides service during the peak winter months; and


•	Upgrading technology including cybersecurity and critical customer interfacing systems.

NW Natural’s filing will be reviewed by the OPUC and other stakeholders. The process is anticipated to take up to 10 months with new rates expected to take effect November 1, 2020.

Forward-Looking Statements

This report, and other presentations made by NW Holdings and NW Natural from time to time, may contain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods. Examples of forward-looking statements include, but are not limited to, statements regarding the following: plans, objectives, goals, strategies, assumptions, estimates, expectations, expenses, future events, investments, customer growth, customer rates, financial results, financial position, revenue requirement, return on equity, rate base, targeted capital structure, cost of capital, revenues and earnings, average rate base, performance, capital investments, timing or effects of future regulatory proceedings or future regulatory approvals and recovery, and other statements that are other than statements of historical facts.

Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements are discussed by reference to the factors described in Part I, Item 1A “Risk Factors,” and Part II, Item 7 and Item 7A “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosure about Market Risk” in NW Holdings' or NW Natural's, as applicable, most recent Annual Report on Form 10-K, as updated by subsequent filed reports, and in Part I, Items 2 and 3 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosures About Market Risk,” and Part II, Item 1A, “Risk Factors,” in such quarterly reports filed thereafter for NW Natural or NW Holdings, as applicable.

All forward-looking statements made in this report and all subsequent forward-looking statements, whether written or oral and whether made by or on behalf of NW Natural or NW Holdings, are expressly qualified by these cautionary statements. Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

New factors emerge from time to time and it is not possible to predict all such factors, nor can we assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statements.



Item 9.01	Financial Statements and Exhibits.

(d) Exhibits

See Exhibit Index below.

EXHIBIT INDEX



Exhibit		Description

99.1		Press Release of Northwest Natural Gas Company issued December 30, 2019 (furnished and not filed).
104		Inline XBRL for the cover page of this Current Report on Form 8-K.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



		NORTHWEST NATURAL HOLDING COMPANY
		(Registrant)

Dated:	December 30, 2019	/s/ *Frank H. Burkhartsmeyer*
		Senior Vice President and Chief Financial Officer

		NORTHWEST NATURAL GAS COMPANY
		(Registrant)

Dated:	December 30, 2019	/s/ *Frank H. Burkhartsmeyer*
		Senior Vice President and Chief Financial Officer

This ‘8-K’ Filing	Date	Other Filings

	11/1/20
Filed as of:	12/31/19	10-K, 11-K, 5
Filed on / For Period end:	12/30/19
		List all Filings

Northwest Natural Holding Co, et al. – ‘8-K’ for 12/30/19

On: Monday, 12/30/19, at 5:57pm ET · As of: 12/31/19 · For: 12/30/19 · Accession #: 1733998-19-52 · File #s: 1-15973, 1-38681

Previous ‘8-K’: ‘8-K’ on 12/16/19 for 12/10/19 · Next: ‘8-K’ on 3/2/20 for 2/26/20 · Latest: ‘8-K’ on / for 2/23/24

Current Report — Form 8-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

‘8-K’ — Current Report

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Northwest Natural Holding Co, et al. – ‘8-K’ for 12/30/19

On: Monday, 12/30/19, at 5:57pm ET · As of: 12/31/19 · For: 12/30/19 · Accession #: 1733998-19-52 · File #s: 1-15973, 1-38681

Previous ‘8-K’: ‘8-K’ on 12/16/19 for 12/10/19 · Next: ‘8-K’ on 3/2/20 for 2/26/20 · Latest: ‘8-K’ on / for 2/23/24

Current Report — Form 8-K — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘8-K’ — Current Report

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Current Report — Form 8-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents