Current Report Filing (8-k)
August 17 2018 - 9:15AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 8, 2018
National Fuel Gas Company
(Exact Name of Registrant as Specified in Charter)
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New Jersey
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1-3880
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13-1086010
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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6363 Main Street
Williamsville, New York
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14221
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (716)
857-7000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (
see
General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 8.01. Other Events.
In connection with the offering and sale of $300,000,000 aggregate principal amount of 4.75% notes due 2028 (the Notes), National
Fuel Gas Company (the Company) is filing herewith the following exhibits to its Registration Statement on Form
S-3
(Registration
No. 333-223773):
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1.
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Underwriting Agreement, dated August 8, 2018, by and among the Company and J.P. Morgan Securities LLC,
HSBC Securities (USA) Inc., and Merrill Lynch, Pierce, Fenner & Smith Incorporated, acting as representatives of several underwriters named therein.
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2.
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Officers Certificate dated August 17, 2018, establishing the terms of the Notes.
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3.
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Form of Note, as established by the Officers Certificate above.
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5.
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Opinion of Lowenstein Sandler LLP.
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6.
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Ratio of Earnings to Fixed Charges.
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Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit
Number
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Description
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1.1
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Underwriting Agreement, dated August 8, 2018, by and among the Company and J.P. Morgan Securities LLC, HSBC Securities (USA) Inc., and Merrill Lynch, Pierce, Fenner
& Smith Incorporated, acting as representatives of several underwriters named therein
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4.1.1
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Officers Certificate dated August 17, 2018, establishing the terms of the Notes
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4.1.2
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Form of Note (included in 4.1.1 above)
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5.1.1
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Opinion of Jones Day
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5.1.2
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Opinion of Lowenstein Sandler LLP
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12.1
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Ratio of Earnings to Fixed Charges
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23.1
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Consent of Jones Day (included in Exhibit 5.1.1)
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23.2
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Consent of Lowenstein Sandler LLP (included in Exhibit 5.1.2)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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NATIONAL FUEL GAS COMPANY
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By:
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/s/ S. J. Mugel
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S. J. Mugel
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Secretary
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August 17, 2018
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