Northwest Natural sells $120M in long-term bonds
Northwest Natural’s gas utility subsidiary privately placed $120 million of long-dated first mortgage bonds with fixed coupons and make-whole call features.
Rhea-AI Filing Summary
Northwest Natural Holding Co (NWN) reported that its wholly owned subsidiary, Northwest Natural Gas Company, issued and sold two new series of secured debt to institutional investors in a private placement under Section 4(a)(2) of the Securities Act of 1933. The subsidiary sold $60,000,000 aggregate principal amount of First Mortgage Bonds, 5.62% Series due 2036, and $60,000,000 aggregate principal amount of First Mortgage Bonds, 6.26% Series due 2056.
The 5.62% Series carries a fixed interest rate of 5.62% per year and matures on September 3, 2036; the 6.26% Series carries a fixed rate of 6.26% and matures on September 3, 2056. Interest on both series is payable semi-annually on March 3 and September 3, beginning March 3, 2027. Both bond series are redeemable at NW Natural’s option: before June 3, 2036 for the 5.62% Bonds and before March 3, 2056 for the 6.26% Bonds at par plus a make-whole premium and accrued interest, and thereafter at 100% of principal plus accrued interest.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 2.03, 9.01
2 items
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Principal amount, 5.62% Series: $60,000,000
Principal amount, 6.26% Series: $60,000,000
Coupon rate, 5.62% Series: 5.62% per annum
+5 more
8 metrics
Principal amount, 5.62% Series
$60,000,000
First Mortgage Bonds, 5.62% Series due 2036 issued by Northwest Natural Gas Company
Principal amount, 6.26% Series
$60,000,000
First Mortgage Bonds, 6.26% Series due 2056 issued by Northwest Natural Gas Company
Coupon rate, 5.62% Series
5.62% per annum
Interest rate on First Mortgage Bonds due September 3, 2036
Coupon rate, 6.26% Series
6.26% per annum
Interest rate on First Mortgage Bonds due September 3, 2056
Maturity date, 5.62% Series
September 3, 2036
Stated maturity of 5.62% First Mortgage Bonds
Maturity date, 6.26% Series
September 3, 2056
Stated maturity of 6.26% First Mortgage Bonds
First interest payment date
March 3, 2027
Initial semi-annual interest payment for both bond series
Total principal issued
$120,000,000
Combined principal of both new First Mortgage Bond series
Key Terms
First Mortgage Bonds, make-whole premium, Supplemental Indenture, Section 4(a)(2) of the Securities Act of 1933, +1 more
5 terms
First Mortgage Bonds financial
"issued and sold (i) $60,000,000 aggregate principal amount of its First Mortgage Bonds"
First mortgage bonds are debt securities backed by a company’s property, granting bondholders the primary legal claim to that real estate if the issuer cannot pay. Think of them as being first in line for repayment, like a homeowner’s mortgage lender who gets paid before other creditors. For investors, this priority and the tangible collateral typically make these bonds less risky than unsecured debt, which can mean lower yields but greater protection in bankruptcy.
Supplemental Indenture regulatory
"issued pursuant to the Twenty-ninth Supplemental Indenture to NW Natural’s Mortgage and Deed of Trust"
A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.
Section 4(a)(2) of the Securities Act of 1933 regulatory
"in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933"
Mortgage and Deed of Trust financial
"to NW Natural’s Mortgage and Deed of Trust, dated as of July 1, 1946"
FAQ
What debt did Northwest Natural Holding Co (NWN) announce in this 8-K?
Northwest Natural Gas Company issued $60,000,000 of First Mortgage Bonds, 5.62% Series due 2036, and $60,000,000 of First Mortgage Bonds, 6.26% Series due 2056, in a private placement to institutional investors.
What are the interest rates on the new NWN first mortgage bonds?
The 2036 First Mortgage Bonds bear interest at 5.62% per annum, and the 2056 First Mortgage Bonds bear interest at 6.26% per annum. Interest on both series is payable semi-annually on March 3 and September 3 each year.
When do the new Northwest Natural Gas Company bonds mature?
The First Mortgage Bonds, 5.62% Series, mature on September 3, 2036, and the First Mortgage Bonds, 6.26% Series, mature on September 3, 2056, providing long-term fixed-rate financing for the subsidiary.
How often will Northwest Natural pay interest on these new bonds?
Interest on both the 5.62% and 6.26% First Mortgage Bonds is payable semi-annually on March 3 and September 3 of each year, with payments commencing on March 3, 2027.
Can Northwest Natural redeem the new first mortgage bonds early?
Yes. Both bond series are redeemable at NW Natural’s option. Before specific dates, they are redeemable at 100% of principal plus a make-whole premium and accrued interest, and on or after those dates at 100% of principal plus accrued interest only.
Under which exemption were the new NWN bonds issued?
The First Mortgage Bonds were issued to certain institutional investors in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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)
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| Registrant's telephone number, including area code: | Registrant's telephone number, including area code: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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):
| Securities registered pursuant to Section 12(b) of the Act: | |||||||||||
| Registrant | Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||
| Northwest Natural Holding Company | |||||||||||
| Northwest Natural Gas Company | None | ||||||||||
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). | ||||||||||||||
| Northwest Natural Holding Company | Emerging growth company | |||||||||||||
| Northwest Natural Gas Company | 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 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. | ||||
On September 3, 2026, Northwest Natural Gas Company (NW Natural), a wholly owned subsidiary of Northwest Natural Holding Company, issued and sold (i) $60,000,000 aggregate principal amount of its First Mortgage Bonds, 5.62% Series due 2036 (the 5.62% Bonds), and (ii) $60,000,000 aggregate principal amount of its First Mortgage Bonds, 6.26% Series due 2056 (the 6.26% Bonds), to certain institutional investors pursuant to a Bond Purchase Agreement dated September 3, 2026, in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The 5.62% and 6.26% Bonds were issued pursuant to the Twenty-ninth Supplemental Indenture to NW Natural’s Mortgage and Deed of Trust, dated as of July 1, 1946, with Deutsche Bank Trust Company Americas as trustee (the Mortgage).
The 5.62% Bonds bear interest at the rate of 5.62% per annum, payable semi-annually on March 3 and September 3 of each year, commencing March 3, 2027, and will mature on September 3, 2036. The 6.26% Bonds bear interest at the rate of 6.26% per annum, payable semi-annually on March 3 and September 3 of each year, commencing March 3, 2027, and will mature on September 3, 2056. The 5.62% Bonds and the 6.26% Bonds will be subject to redemption prior to maturity at the option of NW Natural, in whole or in part, (i) at any time prior to June 3, 2036, and March 3, 2056, respectively, at a redemption price equal to 100% of the principal amount thereof plus a “make-whole” premium and accrued and unpaid interest thereon to the date of redemption, and (ii) at any time on and after June 3, 2036, and March 3, 2056, respectively, at 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of redemption.
The description set forth above is qualified in its entirety by reference to the Twenty-ninth Supplemental Indenture filed as Exhibit 4.1 to this Current Report on Form 8-K and to the Mortgage.
| Item 9.01 | Financial Statements and Exhibits | ||||
(d) Exhibits
See Exhibit Index.
Exhibit Index
Exhibit | Description | |||||||
| 4.1 | Twenty-ninth Supplemental Indenture, providing for, among other things, (i) First Mortgage Bonds, 5.62% Series due 2036, and (ii) First Mortgage Bonds, 6.26% Series due 2056, dated as of August 15, 2026, by and between Northwest Natural Gas Company and Deutsche Bank Trust Company Americas. | |||||||
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K. | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company and its subsidiaries.
| NORTHWEST NATURAL HOLDING COMPANY | ||||||||
| (Registrant) | ||||||||
| Dated: | September 3, 2026 | /s/ Megan H. Berge | ||||||
| Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | ||||||||
| NORTHWEST NATURAL GAS COMPANY | ||||||||
| (Registrant) | ||||||||
| Dated: | September 3, 2026 | /s/ Megan H. Berge | ||||||
| Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | ||||||||