TULSA, Okla., Sept. 11, 2023 /PRNewswire/ -- ONE Gas, Inc. ("ONE Gas") (NYSE: OGS) announced today that it has priced its public offering of 1,200,000 shares of its common stock for approximate gross proceeds of $88,800,000 (before offering expenses and underwriting discounts and commissions, assuming the underwriter does not exercise its option to purchase additional shares and upon, and assuming, full physical settlement of the forward sale agreement). In connection with the offering, ONE Gas entered into a forward sale agreement with Bank of America, N.A., referred to in such capacity as the forward purchaser. In connection with the forward sale agreement, the forward purchaser or its affiliate, acting as forward seller, at ONE Gas' request, is borrowing from third parties and selling 1,200,000 shares of ONE Gas' common stock to the underwriter in the offering in connection with the forward sale agreement described below. As part of the offering, ONE Gas has granted to the underwriter an option to purchase up to 180,000 additional shares of ONE Gas' common stock. If such option is exercised, ONE Gas may, in its sole discretion, enter into an additional forward sale agreement with the forward purchaser with respect to such additional shares, and ONE Gas currently expects that, if such option is exercised, it will do so. The offering is expected to close on September 14, 2023, subject to satisfaction of customary conditions to closing.
BofA Securities is acting as the sole underwriter for the offering and proposes to offer the shares of common stock from time to time for sale in one or more transactions on the New York Stock Exchange, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices.
Pursuant to the terms of the forward sale agreement, ONE Gas has agreed to sell to the forward purchaser or its affiliate (subject to ONE Gas' right to elect net share or cash settlement of the forward sale agreement) 1,200,000 shares of ONE Gas' common stock (or 1,380,000 shares if the underwriter's option to purchase additional shares is exercised in full and ONE Gas elects to enter into an additional forward sale agreement with respect to such exercise, as described above), at a price per share equal to the price at which the underwriter purchases the shares from the forward seller. Settlement of the forward sale agreement is expected to occur no later than December 31, 2024.
ONE Gas will not initially receive any proceeds from the sale of shares of its common stock by the forward seller or its affiliate, unless an event occurs that requires ONE Gas to sell its common stock to the underwriter in lieu of the forward seller borrowing and selling shares of ONE Gas' common stock to the underwriter. Although ONE Gas expects to settle the forward sale agreement entirely by the full physical delivery of shares of its common stock in exchange for cash proceeds, ONE Gas may elect cash settlement or net share settlement for all or a portion of its obligations under the forward sale agreement. If ONE Gas elects to cash settle or net share settle the forward sale agreement, ONE Gas may not receive any proceeds from the issuance of shares, and ONE Gas will instead receive or pay cash (in the case of cash settlement) or receive or deliver shares of its common stock (in the case of net share settlement). ONE Gas intends to use any net proceeds received for general corporate purposes, which may include repayment or refinancing of debt, working capital, construction and acquisition expenditures and investments.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering of these securities may be made only by means of a prospectus supplement and accompanying base prospectus relating to this offering.
The public offering is being made pursuant to an effective shelf registration statement that has been filed with the Securities and Exchange Commission (the "SEC"). A preliminary prospectus supplement related to the offering has been filed with the SEC and is available on the SEC's website. In addition, copies of the preliminary prospectus supplement and accompanying base prospectus relating to the shares of common stock being offered may be obtained by contacting: BofA Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, Attention: Prospectus Department, Email: firstname.lastname@example.org.
ONE Gas is a 100% regulated natural gas utility, and trades on the New York Stock Exchange under the symbol "OGS." ONE Gas is included in the S&P MidCap 400 Index and is one of the largest natural gas utilities in the United States.
Headquartered in Tulsa, Oklahoma, ONE Gas provides a reliable and affordable energy choice to more than 2.3 million customers in Kansas, Oklahoma and Texas. Its divisions include Kansas Gas Service, the largest natural gas distributor in Kansas; Oklahoma Natural Gas, the largest in Oklahoma; and Texas Gas Service, the third largest in Texas, in terms of customers.
Some of the statements contained and incorporated in this news release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements relate to, without limitation, the offering (including size and proceeds, if any, and use of proceeds), our anticipated financial performance, liquidity, management's plans and objectives for our future operations, our business prospects, the outcome of regulatory and legal proceedings, market conditions and other matters. We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995. The following discussion is intended to identify important factors that could cause future outcomes to differ materially from those set forth in the forward-looking statements.
Forward-looking statements include the items identified in the preceding paragraph, the information concerning possible or assumed future results of our operations and other statements contained or incorporated in this news release identified by words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "should," "goal," "forecast," "guidance," "could," "may," "continue," "might," "potential," "scheduled," "likely," and other words and terms of similar meaning.
One should not place undue reliance on forward-looking statements, which are applicable only as of the date of this news release. Known and unknown risks, uncertainties and other factors may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements. Those factors may affect our operations, markets, products, services and prices. In addition to any assumptions and other factors referred to specifically in connection with the forward-looking statements, factors that could cause our actual results to differ materially from those contemplated in any forward-looking statement include, among others, the following:
our ability to recover costs, income taxes and amounts equivalent to the cost of property, plant and equipment, regulatory assets and our allowed rate of return in our regulated rates or other recovery mechanisms;
cyber-attacks, which, according to experts, continue to increase in volume and sophistication, or breaches of technology systems that could disrupt our operations or result in the loss or exposure of confidential or sensitive customer, employee or Company information; further, increased remote working arrangements have required enhancements and modifications to our information technology infrastructure (e.g. Internet, Virtual Private Network, remote collaboration systems, etc.), and any failures of the technologies, including third-party service providers, that facilitate working remotely could limit our ability to conduct ordinary operations or expose us to increased risk or effect of an attack;
our ability to manage our operations and maintenance costs;
the concentration of our operations in Oklahoma, Kansas, and Texas;
changes in regulation of natural gas distribution services, particularly those in Oklahoma, Kansas and Texas;
the economic climate and, particularly, its effect on the natural gas requirements of our residential and commercial customers;
the length and severity of a pandemic or other health crisis, which could significantly disrupt or prevent us from operating our business in the ordinary course for an extended period;
competition from alternative forms of energy, including, but not limited to, electricity, solar power, wind power, geothermal energy and biofuels;
adverse weather conditions and variations in weather, including seasonal effects on demand and/or supply, the occurrence of severe storms in the territories in which we operate, and climate change, and the related effects on supply, demand, and costs;
indebtedness could make us more vulnerable to general adverse economic and industry conditions, limit our ability to borrow additional funds and/or place us at competitive disadvantage compared with competitors;
our ability to secure reliable, competitively priced and flexible natural gas transportation and supply, including decisions by natural gas producers to reduce production or shut-in producing natural gas wells and expiration of existing supply and transportation and storage arrangements that are not replaced with contracts with similar terms and pricing;
our ability to complete necessary or desirable expansion or infrastructure development projects, which may delay or prevent us from serving our customers or expanding our business;
operational and mechanical hazards or interruptions;
adverse labor relations;
the effectiveness of our strategies to reduce earnings lag, revenue protection strategies and risk mitigation strategies, which may be affected by risks beyond our control such as commodity price volatility, counterparty performance or creditworthiness and interest rate risk;
the capital-intensive nature of our business, and the availability of and access to, in general, funds to meet our debt obligations prior to or when they become due and to fund our operations and capital expenditures, either through (i) cash on hand, (ii) operating cash flow, or (iii) access to the capital markets and other sources of liquidity;
our ability to obtain capital on commercially reasonable terms, or on terms acceptable to us, or at all;
limitations on our operating flexibility, earnings and cash flows due to restrictions in our financing arrangements;
cross-default provisions in our borrowing arrangements, which may lead to our inability to satisfy all of our outstanding obligations in the event of a default on our part;
changes in the financial markets during the periods covered by the forward-looking statements, particularly those affecting the availability of capital and our ability to refinance existing debt and fund investments and acquisitions to execute our business strategy;
actions of rating agencies, including the ratings of debt, general corporate ratings and changes in the rating agencies' ratings criteria;
changes in inflation and interest rates;
our ability to recover the costs of natural gas purchased for our customers and any related financing required to support our purchase of natural gas supply;
impact of potential impairment charges;
volatility and changes in markets for natural gas and our ability to secure additional and sufficient liquidity on reasonable commercial terms to cover costs associated with such volatility;
possible loss of local distribution company franchises or other adverse effects caused by the actions of municipalities;
payment and performance by counterparties and customers as contracted and when due, including our counterparties maintaining ordinary course terms of supply and payments;
changes in existing or the addition of new environmental, safety, tax and other laws to which we and our subsidiaries are subject, including those that may require significant expenditures, significant increases in operating costs or, in the case of noncompliance, substantial fines or penalties;
the effectiveness of our risk-management policies and procedures, and employees violating our risk-management policies;
the uncertainty of estimates, including accruals and costs of environmental remediation;
advances in technology, including technologies that increase efficiency or that improve electricity's competitive position relative to natural gas;
population growth rates and changes in the demographic patterns of the markets we serve, and economic conditions in these areas' housing markets;
acts of nature and the potential effects of threatened or actual terrorism and war, including recent events in Europe;
the sufficiency of insurance coverage to cover losses;
the effects of our strategies to reduce tax payments;
changes in accounting standards;
changes in corporate governance standards;
existence of material weaknesses in our internal controls;
our ability to comply with all covenants in our indentures and our $1.0 billion unsecured revolving credit agreement, a violation of which, if not cured in a timely manner, could trigger a default of our obligations;
our ability to attract and retain talented employees, management and directors, and shortage of skilled-labor;
unexpected increases in the costs of providing health care benefits, along with pension and postemployment health care benefits, as well as declines in the discount rates on, declines in the market value of the debt and equity securities of, and increases in funding requirements for, our defined benefit plans; and
our ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture.
These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other factors could also have material adverse effects on our future results. These and other risks are described in greater detail in our filings with the SEC, including in Part 1, Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2022. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. Other than as required under securities laws, we undertake no obligation to update publicly any forward-looking statement whether as a result of new information, subsequent events or change in circumstances, expectations or otherwise.
SOURCE ONE Gas, Inc.