As filed with the Securities and Exchange Commission on September 15, 2017
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
WGL HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
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Virginia
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52-2210912
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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101 Constitution Avenue, N.W.
Washington, D.C. 20080
(703)
750-2000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Leslie T. Thornton
Senior
Vice President, General Counsel and Corporate Secretary
WGL Holdings, Inc.
101 Constitution Avenue, N.W.
Washington, D.C. 20080
(202)
624-6720
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Scott
Lesmes, Esq.
Morrison & Foerster LLP
2000 Pennsylvania Avenue, N.W.
Suite 6000
Washington,
D.C. 20006
Approximate date of commencement of proposed sale to the public:
From time to time after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form
is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting
company”
and “
emerging growth company
”
in Rule
12b-2
of the Exchange Act:
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated
filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF
REGISTRATION FEE
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Title of each class of
securities to be registered
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Amount
to be
registered
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Proposed
maximum
offering price
per unit
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Debt Securities
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(1)
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(1)
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(1)
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(2)
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(1)
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An indeterminate aggregate initial offering price and amount of debt securities is being registered as may from time to time be offered at indeterminate prices. The debt securities to be offered hereunder will consist
of one or more series of debt securities, as more fully described herein.
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(2)
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In accordance with Rules 456(b) and 457(r) of the Securities Act of 1933, as amended, the Registrant is deferring payment of all of the registration fee.
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PROSPECTUS
WGL Holdings, Inc.
Debt Securities
We may, from time to time,
offer to sell debt securities in one or more offerings. This prospectus describes some of the general terms and conditions that may apply to those debt securities. We will provide specific terms and conditions of the debt securities in prospectus
supplements to this prospectus.
We may offer and sell these debt securities to or through one or more underwriters, dealers and agents, or directly to
purchasers, on a continuous or delayed basis. We reserve the sole right to accept, and together with any underwriters, dealers and agents, reserve the right to reject, in whole or part, any proposed purchase of debt securities. A prospectus
supplement will set forth the names of any underwriters, dealers or agents involved in the sale of the debt securities, the principal amounts of debt securities to be purchased by them and the compensation they will receive.
INVESTING IN OUR DEBT SECURITIES INVOLVES RISKS. YOU SHOULD CONSIDER THE RISK FACTORS DESCRIBED ON PAGE 1 UNDER “
RISK
FACTORS
” HEREIN AND IN ANY ACCOMPANYING PROSPECTUS SUPPLEMENT OR ANY DOCUMENTS WE INCORPORATE BY REFERENCE.
Neither the Securities and
Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is September 15, 2017.
You should rely only on the information contained or incorporated by reference in this prospectus, in any
accompanying prospectus supplement or in any free writing prospectus filed by us with the Securities and Exchange Commission (the “SEC”). We have not authorized any other person to provide you with different information. If anyone provides
you with different or inconsistent information, you should not rely on it. You should not assume that the information contained or incorporated by reference in this prospectus and any accompanying prospectus supplement or in any free writing
prospectus is accurate as of any date other than the respective dates thereof. Our business, financial condition, results of operations and prospects may have changed since those dates.
We are not making an offer to sell these debt securities in any jurisdiction where the offer or sale is not permitted.
TABLE OF CONTENTS
i
ABOUT THIS PROSPECTUS
We have filed with the SEC a “shelf” registration statement on Form
S-3,
including exhibits, schedules and
amendments filed with the registration statement, of which this prospectus is a part, under the Securities Act of 1933, as amended (the “Securities Act”), with respect to one or more offerings of any of our debt securities described in
this prospectus. This prospectus is a part of the registration statement and does not contain all of the information in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of
the SEC. For further information with respect to our company and the debt securities that may be offered by this prospectus, reference is made to the registration statement, including the exhibits and schedules to the registration statement.
Whenever a reference is made in this prospectus to a contract or other document of ours, the reference is only a summary and, where the contract or other document has been filed as an exhibit to the registration statement, each statement in this
prospectus is qualified in all respects by the exhibit to which the reference relates. A copy of the registration statement and the documents incorporated by reference therein may be inspected or obtained from us at the telephone number and address
set forth in “Incorporation by Reference” below.
You should read this prospectus, any prospectus supplement to this prospectus, any documents
that we incorporate by reference in this prospectus and any prospectus supplement and the additional information described below under “Where You Can Find More Information” and “Incorporation by Reference” before making an
investment decision. You should rely only on the information contained or incorporated by reference in this prospectus and any prospectus supplement, which may add, update or change information contained in this prospectus. We have not authorized
any other person to provide you with additional or different information. If anyone provides you with additional, different or inconsistent information, you should not rely on it. We are not making an offer to sell these debt securities in any
jurisdiction where the offer or sale is not permitted.
Neither the delivery of this prospectus nor any offering hereunder shall under any circumstances
create any implication that there has been no change in our affairs since the date hereof. You should not assume that the information in this prospectus, any accompanying prospectus supplement or any documents we incorporate by reference in this
prospectus and any prospectus supplement is accurate as of any date other than the date on the front of those documents or on other dates which are specified in those documents. Our business, financial condition, results of operations and prospects
may have changed since that date.
References in this prospectus to “WGL Holdings,” the “company,” “we,” “us” and
“our” and all similar references are to WGL Holdings, Inc. and not to any of its subsidiaries, unless otherwise stated or the context otherwise requires.
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WHERE YOU CAN FIND MORE INFORMATION
We are subject to the information requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith
file reports and other information with the SEC. We file annual, quarterly and current reports, proxy statements and other reports and other information with the SEC. You may read and copy any document we file with the SEC at the SEC’s Public
Reference Room at 100 F Street, NE, Washington, D.C. 20549. You may call the SEC at
1-800-SEC-0330
for further information on the
operation of its Public Reference Room. The SEC maintains an Internet website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.
Upon written or oral request, we will provide copies of the foregoing reports without cost to each person, including any beneficial owner, to whom a
prospectus is delivered. You may request a copy of any document incorporated by reference in this prospectus and any exhibit specifically incorporated by reference in those documents, at no cost, by writing or telephoning us at the following address
or phone number:
WGL Holdings, Inc.
Investor Relations
101
Constitution Avenue, N.W.
Washington, D.C. 20080
(202)
624-6129
We also make available free of charge on our Internet website at http://www.wglholdings.com our annual reports on Form
10-K,
our quarterly reports on Form
10-Q,
our current reports on Form
8-K,
our proxy statements on Schedule 14A, any amendments
to those reports and other information filed or furnished pursuant to Section 13(a) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Information contained on, or
accessible from, our website is not, and shall not be deemed to be, a part of this prospectus or incorporated into any filings that we make with the SEC.
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INCORPORATION BY REFERENCE
The SEC allows us to “incorporate by reference” the information we have filed with the SEC into this prospectus. This means that we can disclose
important information to you without actually including the specific information in this prospectus by referring you to other documents filed separately with the SEC. The information incorporated by reference is an important part of this prospectus.
Information that we later provide to the SEC, after the date of this prospectus and before the date that the offering of the debt securities by means of this prospectus is terminated, and which is deemed to be “filed” with the SEC, will
automatically update information previously filed with the SEC, and may supersede information in this prospectus and information previously filed with the SEC.
We incorporate by reference the documents listed below and any future filings we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act (excluding any information furnished pursuant to Item 2.02 or 7.01 on any current report on Form
8-K,
unless specifically stated otherwise), including all such documents we may file with the SEC,
until the offering under this registration statement is terminated;
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our annual report on Form
10-K
for the fiscal year ended September 30, 2016, filed with the SEC on November 22, 2016;
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our quarterly report on Form
10-Q
for the fiscal quarter ended December 31, 2016, filed with the SEC on February 9, 2017;
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our quarterly report on Form
10-Q
for the fiscal quarter ended March 31, 2017, filed with the SEC on May 5, 2017;
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our quarterly report on Form
10-Q
for the fiscal quarter ended June 30, 2017, filed with the SEC on August 3, 2017;
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our Definitive Proxy Statement on Schedule 14A, filed with the SEC on December 23, 2016; and
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our current reports on Form
8-K
filed on November 1, 2016, January 25, 2017, January 27, 2017, February 2, 2017, May 1, 2017, May 15, 2017,
June 29, 2017, July 6, 2017 and July 7, 2017.
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These reports contain important information about us, our financial condition
and our results of operations. You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide you with any information. You should not assume that the information in
this prospectus or any supplement hereto or any information incorporated by reference in this prospectus is accurate as of any date other than the date on the front of each document.
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FORWARD-LOOKING STATEMENTS
Certain matters discussed or incorporated by reference in this prospectus, excluding historical information, include forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 with respect to the outlook for earnings, dividends, revenues and other future financial business performance, strategies, financing plans, the proposed acquisition of us by AltaGas
Ltd. (“AltaGas”) and other expectations. Forward-looking statements are typically identified by words such as, but not limited to, “estimates,” “expects,” “anticipates,” “intends,”
“believes,” “plans” and similar expressions, or future or conditional terms such as “will,” “should,” “would” and “could.” Forward-looking statements speak only as of the date of this
prospectus, and we assume no duty to update them. Factors that could cause actual results to differ materially from forward-looking statements or historical performance include those discussed in “Risk Factors”
in Item 1A in our
most recent annual report on Form
10-K
for the fiscal year ended September 30, 2016, filed on November 22, 2016, and our quarterly reports on Form
10-Q,
as the
same may be updated from time to time by our future filings under the Exchange Act. The following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance:
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the occurrence of any event, change or other circumstances that could give rise to the termination of the Agreement and Plan of Merger (the “Merger Agreement”), among WGL Holdings, AltaGas and Wrangler, Inc.;
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the inability of WGL Holdings or AltaGas to satisfy conditions to the closing of the merger;
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the required regulatory approvals and other clearances for the merger may not be received, may not be received in a timely manner, or may be received subject to imposed conditions or restrictions that cause a failure of
a closing condition to the merger or that could have a detrimental impact on the combined company following completion of the merger;
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the effect of the announcement of the merger on the ability of WGL Holdings to retain customers and retain and hire key personnel;
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the effect of the announcement of the merger on the ability of WGL Holdings to maintain relationships with its suppliers;
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potential litigation in connection with the merger;
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the incurrence of significant costs for advisory services in connection with the merger;
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the impact of the terms and conditions of the Merger Agreement on WGL Holdings’ interim operations and its ability to make significant changes to its business or pursue otherwise attractive business opportunities
without the consent of AltaGas;
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the level and rate at which we incur costs and expenses, and the extent to which we are allowed to recover from customers, through the regulatory process, such costs and expenses relating to constructing, operating and
maintaining the distribution system of Washington Gas Light Company (“Washington Gas”);
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the availability of natural gas and electricity supply, interstate pipeline transportation and storage capacity;
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factors beyond our control that affect the ability of natural gas producers, pipeline gatherers and natural gas processors to deliver natural gas into interstate pipelines for delivery to the entrance points of
Washington Gas’ distribution system;
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security breaches of our information technology infrastructure, including cyber attacks and cyber-terrorism;
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leaks, mechanical problems, incidents or other operational issues in our natural gas distribution system, including the effectiveness of our efforts to mitigate the effects of receiving
low-HHC
natural gas;
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changes and developments in economic, competitive, political and regulatory conditions;
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unusual weather conditions and changes in natural gas consumption patterns;
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changes in energy commodity market conditions, including the relative prices of alternative forms of energy such as electricity, fuel oil and propane;
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changes in the value of derivative contracts and the availability of suitable derivative counterparties;
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changes in our credit ratings, disruptions in credit market and equity capital market conditions or other factors that may affect our access to and cost of capital;
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factors affecting the timing of construction and the effective operation of pipelines in which we have invested;
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the credit worthiness of customers; suppliers and derivatives counterparties;
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changes in laws and regulations, including tax, environmental, pipeline integrity and employment laws and regulations;
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legislative, regulatory and judicial mandates or decisions affecting our business operations;
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the timing and success of business and product development efforts and technological improvements;
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the level of demand from government agencies and the private sector for commercial energy systems, and delays in federal government budget appropriations;
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the pace of deregulation of energy markets and the availability of other competitive alternatives to our products and services;
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changes in accounting principles;
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our ability to manage the outsourcing of several business processes;
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strikes or work stoppages by unionized employees;
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acts of nature and catastrophic events, including terrorist acts; and
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decisions made by management and
co-investors
in
non-controlled
investees.
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The outcome of negotiations and discussions that WGL Holdings may hold with other parties from time to time regarding utility and energy-related investments
and strategic transactions that are both recurring and
non-recurring
may also affect future performance. All such factors are difficult to predict accurately and are generally beyond the direct control of WGL
Holdings. Accordingly, while we believe that the assumptions are reasonable, we cannot ensure that all expectations and objectives will be realized. Readers are urged to use care and consider the risks, uncertainties and other factors that could
affect our business operations.
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WGL HOLDINGS, INC.
WGL Holdings was established on November 1, 2000 as a Virginia corporation. Through its wholly owned subsidiaries, it sells and delivers natural gas and
provides energy-related products and services to customers primarily in the District of Columbia and the surrounding metropolitan areas in Maryland and Virginia, although its
non-utility
segments provide
various energy services across the United States. WGL Holdings promotes the efficient use of clean natural gas and renewable energy to improve the environment for the benefit of customers, investors, employees and the communities it serves. WGL
Holdings owns all of the shares of common stock of Washington Gas, Washington Gas Resources Corporation (“Washington Gas Resources”), Hampshire Gas Company and Crab Run Gas Company. Washington Gas Resources owns four unregulated
subsidiaries that include WGL Energy Services, Inc., WGL Energy Systems, Inc., WGL Midstream, Inc. (previously known as Capitol Energy Ventures effective November 7, 2013) and WGSW, Inc. Additionally, several subsidiaries of WGL Holdings own
interests in other entities, some of which are disregarded and others of which are treated as partnerships for tax purposes.
Our principal executive
offices are located at 101 Constitution Avenue, N.W., Washington, D.C. 20080, and our telephone number is (703)
750-2000.
We maintain an Internet website located at http://www.wglholdings.com. The information
on, or accessible through, our website is not incorporated into and does not constitute a part of this prospectus.
RISK FACTORS
Investing in our debt securities involves risks. Before making a decision to invest in the debt
securities, in addition to the other information contained in this prospectus and any accompanying prospectus supplement, you should carefully consider the information included in, or incorporated by reference into, this prospectus, including the
“Risk Factors” described in Item 1A of our most recent annual report on Form
10-K
for the fiscal year ended September 30, 2016, filed on November 22, 2016, and our quarterly reports on Form
10-Q,
as the same may be updated from time to time by our future filings under the Exchange Act.
USE OF PROCEEDS
Unless the applicable prospectus supplement states otherwise, the net proceeds from the sale of the offered debt securities will be added to our funds for
general corporate purposes and may be used to:
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meet our working capital requirements;
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fund possible acquisitions of, or investments in, businesses and assets;
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repurchase outstanding shares of WGL Holdings, as well as any outstanding securities of WGL Holdings and its subsidiaries;
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fund capital expenditures;
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repay, refinance or retire debt; and
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reimburse funds expended for any of those purposes.
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Until the net proceeds from the sale of the offered debt
securities have been used, we may invest them temporarily in interest-bearing obligations.
1
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for the twelve-month period ended each date is as follows:
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Period Ended
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Ratio
(Times)
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9/30/12
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7.1
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9/30/13
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4.5
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9/30/14
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5.2
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9/30/15
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5.0
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9/30/16
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5.8
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The ratio of earnings to fixed charges is computed by dividing (i) income before income taxes plus fixed charges by
(ii) fixed charges. Fixed charges include the portion of rental expense that management believes is representative of the interest component. The ratio of earnings to fixed charges for the nine-month period ended June 30, 2017 is 5.9. The
business of WGL Holdings is weather sensitive and seasonal. Accordingly, WGL Holdings typically generates more net income in the first six months of the fiscal year than it does for the entire fiscal year. Please refer to Exhibit 12.1 for further
information on the ratio of earnings to fixed charges for the nine months ended June 30, 2017.
For further information on the ratio of earnings to
fixed charges, please see our most recent annual report on Form
10-K
for the fiscal year ended September 30, 2016. Also, see “Where You Can Find More Information.”
2
DESCRIPTION OF THE DEBT SECURITIES
We have summarized below general terms and conditions of the debt securities that we will offer and sell pursuant to this prospectus. When we offer to sell a
particular series of debt securities, we will describe the specific terms and conditions of the series in a prospectus supplement to this prospectus. We will also indicate in the applicable prospectus supplement whether the general terms and
conditions described in this prospectus apply to the series of debt securities. The terms and conditions of the debt securities of a series may be different in one or more respects from the terms and conditions described below. If so, those
differences will be described in the applicable prospectus supplement.
We will issue the debt securities in one or more series under an indenture between
us and The Bank of New York Mellon, as trustee. The following summary of provisions of the indenture does not purport to be complete and is subject to, and qualified in its entirety by reference to, all of the provisions of the indenture, including,
but not limited to, definitions therein of certain terms. This summary may not contain all of the information that you may find useful. The terms and conditions of the debt securities of each series will be set forth in those debt securities and in
the indenture and in the applicable prospectus supplement. For a comprehensive description of any series of debt securities being offered to you pursuant to this prospectus, you should read both this prospectus and the applicable prospectus
supplement.
The form of indenture has been filed as an exhibit to the registration statement of which this prospectus forms a part. A form of each debt
security, reflecting the specific terms and provisions of that series of debt securities, will be filed with the SEC in connection with each offering and will be incorporated by reference in the registration statement of which this prospectus forms
a part. You may obtain a copy of the indenture and any form of debt security that has been filed with the SEC in the manner described under “Where You Can Find More Information.”
For information on our debt outstanding, see our most recent annual report on Form
10-K
and quarterly reports on Form
10-Q.
Also, see “Where You Can Find More Information.”
Capitalized terms used and not defined in this summary
have the meanings specified in the indenture. For purposes of this section of this prospectus, references to “we,” “us” and “our” are to WGL Holdings only and not to any of its subsidiaries. References to the
“applicable prospectus supplement” are to the prospectus supplement to this prospectus that describes the specific terms and conditions of a series of debt securities.
General
We may offer the debt securities from time to
time in as many distinct series as we may determine. The indenture will not limit the amount of debt securities that we may issue. Unless otherwise specified in a prospectus supplement for a series of debt securities, we may, without the consent of
the holders of the debt securities of any series, issue additional debt securities ranking equally with, and otherwise similar in all respects to, the debt securities of the series (except for the public offering price, the issue date and the first
interest payment date, if applicable) so that those additional debt securities will be consolidated and form a single series with the debt securities of the series previously offered and sold.
The debt securities of each series will be issued in fully registered form without interest coupons. We currently anticipate that the debt securities of each
series offered and sold pursuant to this prospectus will be issued as global debt securities as described under “—Book
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Entry; Delivery and Form; Global Securities” and will trade in book-entry form only.
Debt securities denominated in U.S. dollars will be issued in denominations of $1,000 and any integral multiple of $1,000 in excess thereof, unless otherwise
specified in the applicable prospectus supplement. If the debt securities of a series are denominated in a foreign or composite currency, the applicable prospectus supplement will specify the denomination or denominations in which those debt
securities will be issued.
3
Unless otherwise specified in the applicable prospectus supplement, we will repay the debt securities of each
series at 100% of their principal amount, together with any premium and accrued and unpaid interest thereon at maturity, except if those debt securities have been previously redeemed or purchased and cancelled.
Unless otherwise specified in the applicable prospectus supplement, the debt securities of each series will not be listed on any securities exchange.
Provisions of Indenture
The indenture will provide that
debt securities may be issued under it from time to time in one or more series. For each series of debt securities, this prospectus and the applicable prospectus supplement will describe the following terms and conditions of that series of debt
securities:
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the title of the series;
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any limit upon the aggregate principal amount of the debt securities of the series that may be authenticated and delivered (except for debt securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other debt securities of that series);
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whether any of the debt securities of the series will be issuable in whole or in part in temporary or permanent global form or in the form of book-entry securities and, in such case, the identity of the depositary for
the series;
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the date or dates on which the principal of the debt securities of the series is payable;
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the rate or rates, which may be fixed or variable, at which the debt securities of the series will bear interest or the manner of calculation of such rate or rates, if any;
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the date or dates from which interest will accrue, the interest payment dates on which such interest will be payable or the manner of determination of such interest payment dates and the record date for the
determination of holders to whom interest is payable on any such interest payment dates or the manner of determination of such record dates;
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the place or places where payments with respect to the debt securities of the series will be payable;
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the right, if any, to defer or extend payment of interest on the debt securities and the maximum length of any deferral or extension period;
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the dates, if any, on which, the price or prices at which and the terms and conditions upon which, the debt securities of the series may be redeemed, in whole or in part, at our option;
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our obligation, if any, to redeem or purchase debt securities of the series pursuant to any sinking fund or analogous provisions (including payments made in cash in satisfaction of future sinking fund obligations) or at
the option of a holder thereof and the date or dates, if any, on which, the price or prices at which, and the terms and conditions upon which, debt securities of the series will be redeemed or purchased, in whole or in part, pursuant to such
obligation;
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if other than denominations of $1,000 or any integral multiple thereof, the denominations in which the debt securities of the series will be issuable;
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the currency or currency units in which payment of the principal of and any premium and interest on the debt securities of the series will be payable;
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whether and under what circumstances we will pay additional amounts on the debt securities of the series held by
non-U.S.
persons in respect of any tax, assessment or governmental
charge withheld or deducted and, if so, whether we will have the option to redeem such debt securities rather than pay such additional amounts;
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the terms pursuant to which the debt securities of the series are subject to defeasance and satisfaction and discharge;
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any addition to, or modification or deletion of, any events of default or covenants provided for with respect to the debt securities of the series;
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the terms and conditions, if any, pursuant to which the debt securities of the series are secured;
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whether the debt securities of the series will be convertible into shares of common stock or any of our other securities and, if so, the terms and conditions upon which such debt securities will be so convertible,
including whether conversion is mandatory, at the option of the holder, or at our option, the conversion price, the conversion period and any provisions pursuant to which the number of shares of common stock or our other securities to be received by
the holders of such series of debt securities would be subject to adjustment;
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if other than the principal amount thereof, the portion of the principal amount of debt securities of the series which will be payable upon declaration of acceleration of the maturity thereof pursuant to the indenture;
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any provisions granting special rights to holders when a specified event occurs;
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any special tax implications of the debt securities of the series, including provisions for original issue discount securities, if offered;
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the form of the debt securities of the series, including the form of the certificate of authentication for such series;
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any subordination terms of the debt securities of the series; and
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any and all other terms with respect to such series, including any terms which may be required by or advisable under U.S. laws or regulations or advisable in connection with the marketing of debt securities of that
series.
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Interest and Interest Rates
General
In the applicable prospectus supplement,
we will designate the debt securities of a series as being either debt securities bearing interest at a fixed rate of interest or debt securities bearing interest at a floating rate of interest. Each debt security will begin to accrue interest from
the date on which it is originally issued. Interest on each such debt security will be payable in arrears on the interest payment dates set forth in the applicable prospectus supplement and as otherwise described below and at maturity or, if
earlier, the redemption date described below. Interest will be payable to the holder of record of the debt securities at the close of business on the record date for each interest payment date, which record dates will be specified in such prospectus
supplement.
As used in the indenture, the term “business day” will mean, with respect to debt securities of a series, unless otherwise
specified in the applicable prospectus supplement, any day other than a day on which Federal or State banking institutions in the City of New York or place of payment, are authorized or obligated by law, executive order or regulation to close.
If any interest payment date, redemption date, repurchase date or stated maturity of a debt security, or any date on which a holder has the right to convert
such debt security, falls on a date that is not a business day, then payment of principal and premium, if any, or interest, or the redemption price or conversion of such debt security, will be made on the next succeeding business day at such place
of payment with the same force and effect as if made on the interest payment date, redemption date or repurchase date, or at the stated maturity, or on such conversion date. In the case, however, of debt securities bearing interest at a floating
rate based on the London Interbank Offered Rate (“LIBOR”), if the interest payment date (other than the redemption date, repurchase date or stated maturity) falls on a date that is not a business day and the following business day falls in
the next succeeding calendar month, then the interest payment date for such debt securities shall be the
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business day immediately preceding the scheduled interest payment date. No interest shall accrue for the period from and after any such interest payment date, redemption date, repurchase date,
stated maturity or conversion date, as the case may be, to the date of such payment unless, as provided in the indenture, we default in the payment on that date.
Optional Redemption
If specified in the applicable
prospectus supplement, we may elect to redeem all or part of the outstanding debt securities of a series from time to time before the maturity date of the debt securities of that series. Upon such election, we will notify the trustee of the
redemption date and the principal amount of debt securities of the series to be redeemed. If less than all the debt securities of the series are to be redeemed, the particular debt securities of that series to be redeemed will be selected in
accordance with the procedures of the depositary. If we shall so direct, debt securities registered in our name or the name of any of our affiliates or subsidiaries shall not be included in the debt securities for redemption. The applicable
prospectus supplement will specify the redemption price for the debt securities to be redeemed (or the method of calculating such price), in each case in accordance with the terms and conditions of those debt securities.
Notice of redemption will be given to each holder of the debt securities to be redeemed not less than 30 nor more than 60 days prior to the date set for such
redemption (or within such period as otherwise specified as contemplated by the indenture for debt securities of a series). This notice will identify the debt securities to be redeemed and will include the following information: the redemption date;
the redemption price (or the method of calculating such price); if less than all of the outstanding debt securities of such series are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of
the particular debt securities to be redeemed; the place or places where such debt securities are to be surrendered for payment of the redemption price; and, if applicable, the CUSIP number of the debt securities to be redeemed.
By no later than the time specified in the applicable prospectus supplement, on the redemption date we will deposit or cause to be deposited with the trustee
or with a paying agent (or, if we are acting as our own paying agent with respect to the debt securities being redeemed, we will segregate and hold in trust as provided in the indenture) an amount of money sufficient to pay the aggregate redemption
price of, and (except if the redemption date shall be an interest payment date or the debt securities of such series provide otherwise) accrued interest on, all of the debt securities or the part thereof to be redeemed on that date. On the
redemption date, the redemption price will become due and payable upon all of the debt securities to be redeemed, and interest, if any, on the debt securities to be redeemed will cease to accrue from and after that date unless, as provided in the
indenture, we default in the payment on that date. Upon surrender of any such debt securities for redemption, we will pay those debt securities surrendered at the redemption price together, if applicable, with accrued interest to the redemption
date. If the redemption date is after a regular record date and on or prior to the applicable interest payment date, the accrued and unpaid interest shall be payable to the holder of the redeemed securities registered on the relevant regular record
date.
Any debt securities to be redeemed only in part must be surrendered at the office or agency established by us for such purpose, and we will
execute, and the trustee will authenticate and deliver to a holder without service charge, new debt securities of the same series and of like tenor, of any authorized denominations as requested by that holder, in a principal amount equal to and in
exchange for the unredeemed portion of the debt securities that holder surrenders.
Early Repayment
If specified in the applicable prospectus supplement, the debt securities may give you the right to cause us to repurchase them prior to their stated maturity
date, in whole or from time to time in part, as specified in the applicable prospectus supplement. A registered holder’s exercise of the repayment option will be irrevocable.
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Book-Entry; Delivery and Form; Global Securities
Unless otherwise specified in the applicable prospectus supplement, the debt securities of each series will be issued in the form of one or more global debt
securities, in definitive, fully registered form without interest coupons, each of which we refer to as a “global security.” Each such global security will be deposited with the trustee as custodian for The Depositary Trust Company
(“DTC”) and registered in the name of a nominee of DTC in New York, New York for the accounts of participants in DTC.
Investors may hold their
interests in a global security directly through DTC if they are DTC participants, or indirectly through organizations that are DTC participants. Except in the limited circumstances described below, holders of debt securities represented by interests
in a global security will not be entitled to receive their debt securities in fully registered certificated form.
DTC has advised us as follows: DTC is a
limited-purpose trust company organized under New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of
the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities of institutions that have accounts with DTC
(“participants”) and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for
physical movement of securities certificates. DTC’s direct participants include both U.S. and
non-U.S.
securities brokers and dealers, banks, trust companies, clearing corporations and certain other
organizations. Access to DTC’s book-entry system is also available to others such as both U.S. and
non-U.S.
securities brokers and dealers, banks, trust companies and clearing corporations that clear
through or maintain a custodial relationship with a direct participant, whether directly or indirectly.
Ownership of Beneficial Interests
Upon the issuance of each global security, DTC will credit, on its book-entry registration and transfer system, the respective principal amount of
the individual beneficial interests represented by the global security to the accounts of participants. Ownership of beneficial interests in each global security will be limited to participants or persons that may hold interests through
participants. Ownership of beneficial interests in each global security will be shown on, and the transfer of those ownership interests will be effected only through, records maintained by DTC (with respect to participants’ interests) and such
participants (with respect to the owners of beneficial interests in the global security other than participants).
So long as DTC or its nominee is the
registered holder and owner of a global security, DTC or such nominee, as the case may be, will be considered the sole legal owner of the debt security represented by the global security for all purposes under the indenture, the debt securities and
applicable law. Except as set forth below, owners of beneficial interests in a global security will not be entitled to receive certificated debt securities and will not be considered to be the owners or holders of any debt securities represented by
the global security. We understand that under existing industry practice, in the event an owner of a beneficial interest in a global security desires to take any actions that DTC, as the holder of the global security, is entitled to take, DTC would
authorize the participants to take such action, and that participants would authorize beneficial owners owning through such participants to take such action or would otherwise act upon the instructions of beneficial owners owning through them. No
beneficial owner of an interest in a global security will be able to transfer such interest except in accordance with DTC’s applicable procedures, in addition to those provided for under the indenture. Because DTC can only act on behalf of
participants, who in turn act on behalf of others, the ability of a person having a beneficial interest in a global security to pledge that interest to persons that do not participate in the DTC system, or otherwise to take actions in respect of
that interest, may be impaired by the lack of a physical certificate representing that interest.
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All payments on the debt securities represented by a global security registered in the name of and held by DTC or
its nominee will be made to DTC or its nominee, as the case may be, as the registered owner and holder of the global security.
We expect that DTC or its
nominee, upon receipt of any payment of principal, premium, if any, or interest in respect of a global security, will credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal
amount of the global security as shown on the records of DTC or its nominee. We also expect that payments by participants to owners of beneficial interests in the global security held through such participants will be governed by standing
instructions and customary practices as we understand is now the case with securities held for accounts for customers registered in the names of nominees for such customers. These payments, however, will be the responsibility of such participants
and indirect participants, and neither we, the trustee nor any paying agent will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in any global security or
for maintaining, supervising or reviewing any records relating to such beneficial ownership interests or for any other aspect of the relationship between DTC and its participants or the relationship between such participants and the owners of
beneficial interests in the global security.
Unless and until it is exchanged in whole or in part for certificated debt securities, each global security
may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC. Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules and will be settled
in
same-day
funds.
We expect that DTC will take any action permitted to be taken by a holder of debt securities
only at the direction of one or more participants to whose account the DTC interests in a global security are credited and only in respect of such portion of the aggregate principal amount of the debt securities as to which such participant or
participants has or have given such direction. However, if there is an event of default under the debt securities, DTC may exchange each global security for certificated debt securities, which it will distribute to its participants.
Although we expect that DTC will agree to the foregoing procedures in order to facilitate transfers of interests in each global security among participants of
DTC, DTC is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of we, the underwriters or the trustee will have any responsibility for the performance or nonperformance by
DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.
The indenture
provides that the global securities will be exchanged for debt securities in certificated form of like tenor and of an equal principal amount, in authorized denominations in the following limited circumstances:
(1) DTC notifies us that it is unwilling or unable to continue as depository or if DTC ceases to be eligible under the indenture and we do not appoint a
successor depository within 90 days after we receive such notice or become aware of such condition;
(2) we determine that the debt securities will no
longer be represented by global securities and execute and deliver to the trustee an order to such effect; or
(3) an event of default with respect to the
debt securities will have occurred and be continuing.
These certificated debt securities will be registered in such name or names as DTC will instruct
the trustee. It is expected that such instructions may be based upon directions received by DTC from participants with respect to ownership of beneficial interests in global securities.
The information in this section of this prospectus concerning DTC and DTC’s book-entry system has been obtained from sources that we believe to be
reliable, but we and any underwriters, dealers or agents do not take responsibility for this information.
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Euroclear and Clearstream
If the depositary for a global security is DTC, you may hold interests in the global security through Clearstream Banking,
société
anonyme
, which we refer to as “Clearstream,” or Euroclear Bank SA/NV, as operator of the Euroclear System, which we refer to as “Euroclear,” in each case, as a participant in DTC. Euroclear and Clearstream will hold
interests, in each case, on behalf of their participants through customers’ securities accounts in the names of Euroclear and Clearstream on the books of their respective depositaries, which in turn will hold such interests in customers’
securities in the depositaries’ names on DTC’s books.
Payments, deliveries, transfers, exchanges, notices and other matters relating to the
debt securities made through Euroclear or Clearstream must comply with the rules and procedures of those systems. Those systems could change their rules and procedures at any time. We have no control over those systems or their participants, and we
take no responsibility for their activities. Transactions between participants in Euroclear or Clearstream, on one hand, and other participants in DTC, on the other hand, would also be subject to DTC’s rules and procedures.
Investors will be able to make and receive through Euroclear and Clearstream payments, deliveries, transfers, exchanges, notices and other transactions
involving any securities held through those systems only on days when those systems are open for business. Those systems may not be open for business on days when banks, brokers and other institutions are open for business in the United States.
In addition, because of time-zone differences, U.S. investors who hold their interests in the debt securities through these systems and wish on a particular
day, to transfer their interests, or to receive or make a payment or delivery or exercise any other right with respect to their interests, may find that the transaction will not be effected until the next business day in Luxembourg or Brussels, as
applicable. Thus, investors who wish to exercise rights that expire on a particular day may need to act before the expiration date. In addition, investors who hold their interests through both DTC and Euroclear or Clearstream may need to make
special arrangements to finance any purchase or sales of their interests between the U.S. and European clearing systems, and those transactions may settle later than transactions within one clearing system.
Certificated Notes
If the applicable prospectus
supplement indicates that the debt securities are to be issued in certificated form, those certificated notes may not be exchanged into book-entry form.
Events of Default
“Event of Default” with
respect to a series of debt securities means any one of the following:
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failure to pay any interest on any debt securities of any such series within 30 days after the same becomes due and payable;
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failure to pay the principal of or premium, if any, or any payment required by sinking or analogous fund, on any debt securities of any such series when it becomes due and payable;
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failure to perform or breach, of any of our covenants or agreements in the debt securities, or in their indenture (other than a covenant or agreements relating solely to another series of notes) for 60 days after
written notice of failure, either from the trustee or from holders of at least 25% of the principal amount outstanding of notes in the series;
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failure to deliver our common stock or other securities of ours when the holders of a series of debt securities exercise their conversion rights;
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(5)
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certain events of bankruptcy, insolvency or reorganization of WGL Holdings; and
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any other event of default specified with respect to notes of such series.
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An Event of Default for a particular series of notes does not necessarily constitute an Event of Default for any
other series of notes issued under the indenture.
Remedies
If an Event of Default shall have occurred and be continuing (other than an “event of default” specified in clause (5) above), then either the
trustee or the holders of at least 25% in principal amount of the affected series may require us to repay the entire principal amount of that series, including any premium and any interest immediately.
If an Event of Default shall have occurred and be continuing as specified in clause (5) above, all unpaid principal of, any premium and any accrued
interest, on the affected series will become automatically due and payable immediately, without any declaration or other act on the part of the trustee or any holder.
If an Event of Default shall have occurred and be continuing, the holders of a majority in principal amount of the affected series will have the right to
direct the time, method and place of conducting proceedings for any remedy, or the exercising of any power, available to the trustee. No such direction may be in conflict with any rule of law or with the indenture or be unduly prejudicial to the
rights of holders such affected series not consenting, and must not involve the trustee in personal liability in circumstances where indemnity, in the trustee’s sole discretion, would not be adequate. The trustee will not be obligated to
exercise any of its rights or powers at the request of the holders, unless the holders have offered to the trustee reasonable indemnity satisfactory to it. The trustee may take any other action it deems proper that is not inconsistent with such
direction.
The right of a holder to institute a proceeding is subject to certain conditions precedent, but each holder has an absolute right to receive
payment of principal and premium, if any, and interest, if any, when due.
We will be required to furnish annually to the trustee a statement as to our
performance of certain obligations under the indenture and as to any default in such performance.
Covenants
In addition to covenants specified in the indenture, the debt securities of any series will benefit from any covenants specified in the prospectus supplement
for such series. Covenants for a particular series of debt securities do not necessarily benefit any other series of debt securities issued under the indenture.
Modification of Indenture
We may, without the consent of
any holders, at any time and from time to time, enter into one or more supplemental indentures with the trustee for any of the following purposes:
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to cure any ambiguity, omission, defect or inconsistency in the indenture or in the debt securities of any series;
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to evidence succession and the assumption by the successor of our covenants in the indenture and the debt securities;
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to provide for debt securities of any series in bearer form, or uncertificated debt securities in addition to or in place of certificated debt securities;
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to add guarantees or to release guarantees in accordance with the terms of the applicable series of the applicable debt securities or to secure a series of debt securities;
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to add to the covenants binding us for the benefit of the holders of all or any series of debt securities or to surrender any right or power conferred upon us under the indenture;
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to add to, delete from, or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of debt securities, as provided in the indenture;
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to make any change that does not adversely affect the rights of any holder of debt securities in any material respect, provided that any amendment to conform to the terms of any debt securities of a series to its
description contained in the final offering document shall not be deemed to be adverse to any holder;
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to provide for the issuance of and establish the form and terms and conditions of the debt securities of any series as provided in the indenture, to establish the form of any certifications required to be furnished
under the terms of the indenture or any series of debt securities, or to add to the rights of the holders of any series of debt securities;
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to comply with any requirements of the SEC in connection with registration of the debt securities under the Securities Act, qualifying, or maintaining the qualification of, the indenture under the Trust Indenture Act of
1939, as amended (the “Trust Indenture Act”), or to comply with the Trust Indenture Act; or
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to secure any series of debt securities.
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Except as described above, the consent of the holders of not less
than a majority in aggregate principal amount of the debt securities of each series affected by such supplemental indenture or indentures is required for the purpose of adding any provisions to, or changing in any manner or eliminating any of the
provisions of, the current indenture, pursuant to a new indenture or supplemental indenture or modifying in any manner matters not covered by the immediately preceding paragraph.
In no case will we, without consent of each affected holder of debt securities, do any of the following:
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change the maturity date of any debt securities of any series, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any premium payable upon the
redemption thereof;
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reduce the amount of principal of any debt security issued with original issue discount or any other debt security payable upon acceleration of maturity;
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change the currency in which any debt security or any premium or interest is payable;
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impair the right to receive payment of principal of and interest on any debt security (whether upon redemption, repurchase, maturity, or otherwise) or payment or delivery of any amounts due upon conversion of debt
securities of any series that are convertible into shares of common stock or other securities on or after the due dates or to institute suit for the enforcement of any payment on or with respect to any debt security;
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adversely change the right to convert or exchange, including decreasing the conversion rate or increasing the conversion price of, any debt security;
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if the debt securities are secured, change the terms and conditions pursuant to which the debt securities are secured in a manner adverse to the holders of the debt securities;
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reduce the percentage in principal amount of outstanding debt securities of any series, the consent of whose holders is required for modification or amendment of the indenture or for waiver of compliance with any
provision of the indenture;
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reduce the requirements contained in the indenture for a quorum for a meeting or for voting;
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change any of our obligations to maintain an office or agency in the places and for the purposes required by the indenture;
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in the case any series of debt securities is subordinated to other indebtedness of ours pursuant to a supplemental indenture, modify the subordination provisions in such supplemental indenture in a manner adverse to the
holders of the debt securities; or
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or modify the indenture modification provisions set forth in the indenture.
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A supplemental indenture that
changes or eliminates any covenant or other provision of the indenture solely for the benefit of one or more particular series shall not affect the rights of any other note holders.
Defeasance
For purposes of the indenture, we are allowed
to repay our debt of any series by depositing money or governmental obligations (as described in the indenture) sufficient to pay, when due, the principal, premium and interest due on the debt securities.
Before we can defease any debt securities, we are obligated to obtain a legal opinion as further described in the indenture.
Governing Law
The indenture and the debt securities will
be governed by, and construed in accordance with, the laws of the State of New York.
Regarding the Indenture Trustee
The Bank of New York Mellon will be trustee under the indenture. The Bank of New York Mellon is also trustee under the Indenture, dated as of September 1,
1991, as amended, governing the Medium-Term Notes, Series K, of Washington Gas and under the Mortgage and Deed of Trust, dated as of January 1, 1933, of Washington Gas. In addition, the Bank of New York Mellon extends credit to us, along with
other banks, under our revolving credit agreements.
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PLAN OF DISTRIBUTION
We may sell the debt securities described in this prospectus from time to time in one or more transactions:
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to purchasers directly;
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to underwriters for public offering and sale by them;
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through a combination of any of the foregoing methods of sale; or
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through any other method permitted pursuant to applicable law.
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We may sell the debt securities directly to
institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act, with respect to any resale of the debt securities. A prospectus supplement will describe the terms of any sale of debt securities we are
offering hereunder. Direct sales may be arranged by a securities broker-dealer or other financial intermediary.
The applicable prospectus supplement will
name any underwriter involved in a sale of debt securities. Underwriters may offer and sell debt securities at a fixed price or prices, which may be changed, or from time to time at market prices or at negotiated prices. Underwriters may be deemed
to have received compensation from us from sales of debt securities in the form of underwriting discounts or commissions and may also receive commissions from purchasers of debt securities for whom they may act as agent. Underwriters may be involved
in any at the market offering of debt securities by or on our behalf.
Underwriters may sell debt securities to or through dealers, and such dealers may
receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions (which may be changed from time to time) from the purchasers for whom they may act as agent.
Unless otherwise specified in the applicable prospectus supplement, the obligations of any underwriters to purchase debt securities will be subject to certain
conditions precedent, and the underwriters will be obligated to purchase all the debt securities if any are purchased.
The applicable prospectus
supplement will set forth whether or not underwriters may over-allot or effect transactions that stabilize, maintain or otherwise affect the market price of the debt securities at levels above those that might otherwise prevail in the open market,
including, for example, by entering stabilizing bids, effecting syndicate covering transactions or imposing penalty bids.
We will name any agent involved
in a sale of debt securities, as well as any commissions payable by us to such agent, in the applicable prospectus supplement. Unless otherwise specified in the applicable prospectus supplement, any such agent will be acting on a reasonable efforts
basis for the period of its appointment.
If we utilize a dealer in the sale of the debt securities being offered pursuant to this prospectus, we will
sell the debt securities to the dealer, as principal. The dealer may then resell the debt securities to the public at varying prices to be determined by the dealer at the time of resale.
Underwriters, dealers and agents participating in a sale of the debt securities may be deemed to be underwriters as defined in the Securities Act, and any
discounts and commissions received by them and any profit realized by them on resale of the debt securities may be deemed to be underwriting discounts and commissions, under the Securities Act. We may have agreements with underwriters, dealers and
agents to indemnify them against certain civil liabilities, including liabilities under the Securities Act, and to reimburse them for certain expenses.
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Underwriters or agents and their affiliates may be customers of, engage in transactions with or perform services
for us or our affiliates in the ordinary course of business.
Unless otherwise specified in the applicable prospectus supplement, we will not list the
debt securities on any securities exchange. Each series of debt securities will be a new issue of securities with no established trading market. Any underwriters that purchase the debt securities for public offering and sale may make a market in
such debt securities, but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice. We make no assurance as to the liquidity of, or the trading markets for, any debt securities.
LEGAL MATTERS
Unless otherwise indicated in the applicable prospectus supplement, certain legal matters in connection with the legality of the debt securities offered
hereby will be passed upon for us by Leslie T. Thornton, Esq., our Senior Vice President, General Counsel and Corporate Secretary. The legality of any debt securities will be passed upon for the agents, underwriters or dealers by Hunton &
Williams LLP, New York, New York.
EXPERTS
The financial statements, and the related financial statement schedules, incorporated in this prospectus by reference from the company’s Annual Report on
Form
10-K,
and the effectiveness of the company’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated
in their reports, which are incorporated herein by reference. Such financial statements and financial statement schedules have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and
auditing.
14
DEBT SECURITIES
PROSPECTUS
September 15, 2017
Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
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Item 14.
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Other Expenses of Issuance and Distribution.
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Item
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Amount
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Registration Fee
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*
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Printing Expenses
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*
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*
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Trustee Fees and Expenses
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*
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*
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Legal Fees and Expenses
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*
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*
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Accounting Fees
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*
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*
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Rating Agency Fees
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*
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*
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Blue Sky Expenses
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*
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*
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Other
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*
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*
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Total
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*
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*
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*
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The Registrant is registering an indeterminate amount of securities under this Registration Statement and, in accordance with Rules 456(b) and 457(r), the Registrant is deferring payment of all of the registration fee.
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**
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The applicable prospectus supplement will set forth the estimated aggregate amount of expenses payable in respect of any offering of securities.
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Item 15.
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Indemnification of Directors and Officers.
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Our articles of incorporation provide
that the company shall, to the maximum extent permitted by applicable law, as from time to time in effect, indemnify any person in connection with civil, criminal, administrative or investigative action or proceedings because he or she was a
director or officer of the company. The articles of incorporation further provide for the limitation or elimination of any liability of an officer or director for monetary damages to the company or its shareholders to the full extent permitted under
the laws of the Commonwealth of Virginia as currently in effect or as hereafter amended.
Our bylaws provide for indemnification of officers and directors
against expenses, judgments, fines or amounts paid in settlement in connection with actions, suits or proceedings by reason of being an officer or director, except in relation to matters as to which the person is finally adjudged to have knowingly
violated the criminal law or be liable for willful misconduct in the performance of the person’s duty to the company.
We carry a policy of insurance
which, among other things, provides for payment to the company of sums expended pursuant to our bylaws regarding indemnification for liability of officers and directors.
Exhibits filed herewith:
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Exhibit
No.
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Description of Exhibits
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1.1**
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Form of Underwriting Agreement.
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4.1*
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Form of Indenture between WGL Holdings, Inc. and The Bank of New York Mellon, as Trustee.
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4.2**
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Form of Debt Security.
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5.1*
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Opinion of Leslie T. Thornton, Esquire.
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12.1*
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Computation of Ratio of Earnings to Fixed Charges.
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23.1*
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Consent of Deloitte & Touche LLP.
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II-1
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Exhibit
No.
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Description of Exhibits
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23.2*
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Consent of Leslie T. Thornton, Esquire (included in Exhibit 5.1).
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24.1*
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Power of Attorney (included on the signature page hereof).
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25.1*
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Statement of Eligibility on Form
T-1
of The Bank of New York Mellon as Trustee with respect to the Form of Indenture.
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**
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To be filed by amendment or as an exhibit to a document to be incorporated by reference herein in connection with an offering of securities.
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(a)
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The undersigned Registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the
Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however,
that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
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(2)
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That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(4)
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That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
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(i) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date
the filed prospectus was deemed part of and included in the registration statement; and
II-2
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of
a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed
to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration
statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
Provided, however
, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such
effective date.
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(5)
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That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary
offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any
of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
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(i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by
the undersigned Registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material
information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
(iv) Any other
communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
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(b)
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The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
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II-3
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whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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(d)
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The undersigned Registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in
accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.
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II-4
EXHIBIT INDEX
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**
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To be filed by amendment or as an exhibit to a document to be incorporated by reference herein in connection with an offering of securities.
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II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form
S-3
and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized to sign, in the City of Washington, District of
Columbia, on the 15th day of September, 2017.
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WGL H
OLDINGS
, I
NC
.
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By:
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/s/ Vincent L. Ammann, Jr.
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(Vincent L. Ammann, Jr.
Senior Vice President and Chief Financial Officer
)
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SIGNATURES AND POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Terry D. McCallister or Vincent
L. Ammann, Jr. and each of them, his true and lawful
attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments to the registration statement), and to file the same, with all exhibits thereto, and any other documents in
connection therewith, granting unto said
attorneys-in-fact
and agents full power and authority to do and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
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Names
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Title
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Date
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/s/ Terry D. McCallister
(Terry D. McCallister)
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Chairman of the Board and Chief
Executive Officer
(Principal Executive Officer)
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September 15, 2017
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/s/ Vincent L. Ammann, Jr.
(Vincent L. Ammann, Jr.)
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Senior Vice President and Chief Financial Officer (Principal Financial Officer)
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September 15, 2017
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/s/ William R. Ford
(William R. Ford)
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Vice President and Chief Accounting Officer (Principal Accounting Officer)
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September 15, 2017
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/s/ Michael D. Barnes
(Michael D. Barnes)
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Director
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September 15, 2017
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/s/ George P. Clancy, Jr.
(George P. Clancy, Jr.)
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Director
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September 15, 2017
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/s/ James W. Dyke, Jr.
(James W. Dyke, Jr.)
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Director
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September 15, 2017
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II-6
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Names
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Title
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Date
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/s/ Nancy C. Floyd
(Nancy C. Floyd)
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Director
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September 15, 2017
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/s/ Linda R. Gooden
(Linda R. Gooden)
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Director
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September 15, 2017
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/s/ James F. Lafond
(James F. Lafond)
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Director
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September 15, 2017
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/s/ Debra L. Lee
(Debra L. Lee)
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Director
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September 15, 2017
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/s/ Dale S. Rosenthal
(Dale S. Rosenthal)
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Director
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September 15, 2017
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II-7
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