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): March 31, 2023

CALIFORNIA WATER SERVICE GROUP

(Exact name of Registrant as Specified in its Charter) 

(408) 367-8200

(Registrant’s telephone number, including area code)

N/A

(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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined by 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. ¨

On March 31, 2023 (the “Effective Date”), California Water Service Group, a Delaware corporation (the “Registrant”), and California Water Service Company, a California corporation and a wholly-owned subsidiary of the Registrant (“Cal Water”), entered into the Credit Agreements (as defined below), which provide for unsecured revolving credit facilities of up to an initial aggregate amount of $600 million. The Credit Facilities and replace the Registrant’s and Cal Water’s existing credit facilities originally entered into on March 29, 2019.

Holdco Credit Agreement

On the Effective Date, the Registrant entered into a credit agreement (the “Holdco Credit Agreement”) provided by a syndicate of banks and other financial institutions led by Bank of America, N.A., as administrative agent.

The Holdco Credit Agreement provides for a $200.0 million unsecured revolving credit facility, which may be expanded by an incremental $50.0 million, upon the satisfaction of certain conditions, and which will be used for working capital and other general corporate purposes. The Holdco Credit Agreement also provides that certain subsidiaries of the Registrant may be designated as borrowers thereunder from time to time. No subsidiaries were so designated as of the Effective Date. The Holdco Credit Agreement expires, and all obligations thereunder shall be due and payable, on March 31, 2028, unless earlier accelerated upon the occurrence of an event of default. At the Registrant’s option, borrowings under the Holdco Credit Agreement will bear interest annually at a rate equal to (i) the base rate plus an applicable margin of 0.00% to 0.250%, depending on the Registrant and its subsidiaries’ consolidated total capitalization ratio, or (ii) Term SOFR, plus an applicable margin of 0.800% to 1.250%, depending on the Registrant and its subsidiaries’ consolidated total capitalization ratio.

The Holdco Credit Agreement contains affirmative and negative covenants and events of default customary for credit facilities of this type, including, among other things, limitations and prohibitions relating to additional indebtedness, liens, mergers, and asset sales by the Registrant and its subsidiaries. The Holdco Credit Agreement also contains financial covenants governing the Registrant and its subsidiaries’ consolidated total capitalization ratio and interest coverage ratio.

Opco Credit Agreement

On the Effective Date, Cal Water entered into a credit agreement (the “Opco Credit Agreement” and, together with the Holdco Credit Agreement, the “Credit Agreements”) provided by a syndicate of banks and other financial institutions led by Bank of America, N.A., as administrative agent.

The Opco Credit Agreement provides for a $400.0 million unsecured revolving credit facility, which may be expanded by an incremental $150.0 million, upon the satisfaction of certain conditions, and which will be used for working capital purposes, including short-term financing of capital investments, pending longer-term financing for those investments. The Opco Credit Agreement expires, and all obligations thereunder shall be due and payable, on March 31, 2028, unless earlier accelerated upon the occurrence of an event of default. Cal Water’s obligations under the Opco Credit Agreement are fully and unconditionally guaranteed by the Registrant. Borrowings under the Opco Credit Agreement must be repaid within 12 months unless otherwise authorized by the California Public Utilities Commission. At Cal Water’s option, borrowings under the Opco Credit Agreement will bear interest annually at a rate equal to (i) the base rate plus an applicable margin of 0.00% to 0.250%, depending on the Registrant and its subsidiaries’ consolidated total capitalization ratio, or (ii) Term SOFR, plus an applicable margin of 0.800% to 1.250%, depending on the Registrant and its subsidiaries’ consolidated total capitalization ratio.

The Opco Credit Agreement contains affirmative and negative covenants and events of default customary for credit facilities of this type, including, among other things, limitations and prohibitions relating to additional indebtedness, liens, mergers, and asset sales. The Opco Credit Agreement also contains financial covenants governing the Registrant and its subsidiaries’ consolidated total capitalization ratio and interest coverage ratio.

The foregoing descriptions of the Credit Agreements are qualified in their entirety by reference to the full terms and conditions of the Credit Agreements, which are filed as Exhibit 10.1 and Exhibit 10.2 hereto and incorporated by reference.

The disclosure required by this item is included in Item 1.01 and is incorporated herein by reference.

The disclosure required by this item is included in Item 1.01 and is incorporated herein by reference.

On April 4, 2023, the Registrant issued a press release regarding the Credit Agreements. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein. The exhibit furnished pursuant to Item 7.01 of this Current Report shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

We hereby include the following exhibits with this report:

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.