(Address of Principal Executive Offices, and Zip Code)
(i816)
i556-2200
Registrant’s Telephone Number, Including Area Code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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
communication 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
communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
Pre-commencement
communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
iEvergy,
Inc. common stock
iEVRG
iNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
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. i☐
This combined Current Report on Form 8-K is provided by the following registrants: Evergy, Inc. (“Evergy”), Evergy Kansas Central, Inc. and Evergy Metro, Inc.Information relating to any individual registrant is filed by such registrant solely on its own behalf.Each registrant makes no representation as to information relating exclusively to the other registrants.
Item1.01
Entry
into a Material Definitive Agreement
Registration Rights Agreement
On April 14, 2021, in accordance with a Securities Purchase Agreement, dated February 25, 2021 (“Purchase Agreement”), by and between Evergy and BEP Special Situations V LLC (the “Investor”), Evergy entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Investor.
Pursuant to the Registration Rights Agreement, the Investor is entitled to certain customary registration rights in respect of the Common Shares (as defined below) and the shares of Common Stock (as defined below) issuable upon exercise of the Warrant (as defined below).
The
foregoing summary of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Registration Rights Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 3.02
Unregistered Sales of Equity Securities
On April 14, 2021, in accordance with the Purchase Agreement, and for an aggregate purchase price of $113,184,661.30
in cash, Evergy closed the previously announced sale to the Investor of (1) 2,269,447 shares (the “Common Shares”) of common stock of Evergy, no par value (“Common Stock”), and (2) a warrant (the “Warrant”) to purchase 3,950,000 shares of Common Stock. The terms of the Warrant, which have a strike price equal to $64.70 per share and may be exercised at the holder’s option at any time or from time to time, in whole or in part, until the date that is three years after issuance. The terms of the Warrant are more fully described in Item 1.01 of Evergy’s Current Report on Form 8-K filed with the SEC on February 26, 2021, which is incorporated herein by reference and is qualified in its entirety by reference to the Warrant, a copy of which is attached as Exhibit 10.2 hereto
and is incorporated herein by reference.
The Common Shares and the Warrant have not been registered under the Securities Act of 1933 and are being issued and sold in a private placement pursuant to Section 4(a)(2) thereof.
Cover Page
Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
