American Water Announces Pricing of Common Stock Offering of 2,320,000 Shares

American Water Works Company, Inc. (NYSE:AWK) announced today the pricing of a registered underwritten offering of 2,320,000 shares of its common stock at a price per share of $80.50 in connection with the forward sale agreements as discussed below.

J.P. Morgan and Wells Fargo Securities are acting as joint book-running managers for this offering. In connection with the offering, American Water entered into forward sale agreements with affiliates of each of the underwriters, J.P. Morgan Securities and Wells Fargo Securities (the “forward purchasers”), pursuant to which American Water agreed to issue and sell to the forward purchasers (subject to American Water's right to elect cash settlement or net share settlement under the forward sale agreements) 2,320,000 shares of its common stock at an initial forward sale price per share equal to the price per share at which the underwriters agreed to purchase the shares in the offering, subject to certain adjustments, upon physical settlement of the forward sale agreements. In connection with the forward sale agreements, the forward purchasers (or affiliates thereof) have agreed to borrow from third-party lenders and sell to the underwriters 2,320,000 shares of the Company’s common stock.

The offering is expected to close on April 16, 2018.

Settlement of the forward sale agreements is required to occur on or before April 11, 2019. The Company will not receive any proceeds from the sale of the common stock sold by the forward purchasers to the underwriters.

As separately announced today, the Company has agreed to acquire all of the capital stock of Nicor Energy Services Company, doing business as Pivotal Home Solutions. The Company intends to elect full physical settlement of the forward sale agreements described above if it successfully completes this acquisition and to use any net proceeds that it receives upon settlement to fund a portion of the purchase price of this acquisition.

The offering is being made pursuant to American Water’s effective shelf registration statement filed with the Securities and Exchange Commission. The preliminary prospectus supplement and the accompanying base prospectus related to the offering will be available on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying base prospectus relating to this offering may be obtained from the joint-book running managers for the offering as follows: