Essential Utilities, Inc. (WTRG) Announces 6.7M Share Common Stock Offering

Essential Utilities Inc. (NYSE: WTRG) (“Essential”) announced today the commencement of a registered underwritten offering of 6,700,000 shares of its common stock. Subject to certain conditions, all shares are expected to be borrowed by the forward purchaser (as defined below) (or its affiliate) from third parties and sold to the underwriter and offered in connection with the forward sale agreement described below. RBC Capital Markets is acting as the sole book-running manager for this offering. The underwriter may offer shares of Essential’s common stock from time to time to purchasers directly or through agents, or through brokers in brokerage transactions on the NYSE, in the over-the-counter market, or to dealers in negotiated transactions, or in a combination of such methods of sale or otherwise, at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to such prevailing market prices, or at negotiated prices.

In connection with the offering, Essential expects to enter into a forward sale agreement with an affiliate of RBC Capital Markets (in such capacity, the “forward purchaser”) under which Essential will agree to issue and sell to the forward purchaser 6,700,000 shares of its common stock at an initial forward sale price per share equal to the price per share at which the underwriter purchases the shares in the offering, subject to certain adjustments, upon physical settlement of the forward sale agreement. If Essential elects physical settlement of the forward sale agreement, it expects to use the net proceeds for general corporate purposes, including for water and wastewater utility acquisitions, working capital and capital expenditures.

Settlement of the forward sale agreement is expected to occur no later than August 10, 2021. Essential may, subject to certain conditions, elect cash settlement or net share settlement for all or a portion of its rights or obligations under the forward sale agreement.

The shares of common stock will be offered and sold pursuant to an effective automatic shelf registration statement on Form S-3 previously filed with the Securities and Exchange Commission (“SEC”).

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