8-K

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

March 31, 2020

Date of Report (Date of earliest event reported)

Commission file number 1-15973

NORTHWEST NATURAL GAS COMPANY
(Exact name of registrant as specified in its charter)
Oregon	93-0256722
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

250 S.W. Taylor Street
Portland		,	Oregon	97204
	(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number: (503) 226-4211

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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
None	None	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).
	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 8.01 Other Events.

On March 31, 2020, Northwest Natural Gas Company (NW Natural) issued and sold $150,000,000 aggregate principal amount of 3.60% Secured Medium-Term Notes due 2050 (the “Notes”). The Notes were offered for sale pursuant to a registration statement on Form S-3 (SEC File No. 333-227662-01) (the “Registration Statement”), which became automatically effective upon filing with the Securities and Exchange Commission on October 2, 2018, and a Pricing Supplement, dated March 26, 2020, to a Prospectus Supplement, dated October 3, 2018, to a Prospectus, dated October 2, 2018.

In connection with the offering and sale of the Notes, NW Natural is filing two legal opinions regarding the validity of the Notes as Exhibits 5(a) and 5(b) to this Form 8-K for the purpose of incorporating the opinions into the Registration Statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

See Exhibit Index below.

EXHIBIT INDEX

Exhibit	Description
5(a)	Opinion of MardiLyn Saathoff, Esquire, regarding the validity of the Notes.
5(b)	Opinion of Morgan, Lewis & Bockius LLP, regarding the validity of the Notes.
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, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		NORTHWEST NATURAL GAS COMPANY
		(Registrant)
Dated:	March 31, 2020	/s/ Shawn M. Filippi
		Vice President, Chief Compliance Officer and Corporate Secretary

EX-5.A

Exhibit 5(a)

March 31, 2020

Northwest Natural Gas Company

250 S.W. Taylor Street

Portland, Oregon 97204

Ladies and Gentlemen:

With respect to Registration Statement No. 333-227662-01 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on October 2, 2018 by Northwest Natural Gas Company (the “Company”), I have reviewed such documents and records as I have deemed necessary to enable me to express an opinion on the matters covered hereby. The Registration Statement relates to, among other things, the offer and sale of $150,000,000 aggregate principal amount of the Company’s 3.60% Secured Medium-Term Notes, Series B due 2050 (the “Notes”), issued under the Mortgage and Deed of Trust, dated as of July 1, 1946, as amended and supplemented (the “Mortgage”), between the Company and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as trustee (the “Trustee”).

Based upon the foregoing, I am of the opinion that:

1. the Company is a corporation validly existing under the laws of the State of Oregon; and

2. the Notes are legally issued and binding obligations of the Company.

For purposes of the opinions set forth above, I have assumed that the Notes have been duly authenticated, in accordance with the Mortgage, by the Trustee under the Mortgage.

I hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K to be filed by the Company on or about March 31, 2020, which will be incorporated by reference in the Registration Statement. In giving the foregoing consent, I do not thereby admit that I come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

This opinion is limited to the laws of the States of New York and Oregon. As to all matters of New York law, I have relied upon an opinion of even date herewith addressed to you by Morgan, Lewis & Bockius LLP.

Very truly yours,

/s/ MardiLyn Saathoff, Esq.

MardiLyn Saathoff, Esq.

Senior Vice President, Regulation

and General Counsel

EX-5.B

Exhibit 5(b)

March 31, 2020

Northwest Natural Gas Company

250 S.W. Taylor Street

Portland, Oregon 97204

Ladies and Gentlemen:

With respect to Registration Statement No. 333-227662-01 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on October 2, 2018 by Northwest Natural Gas Company (the “Company”), we have reviewed such documents and records as we have deemed necessary to enable us to express an opinion on the matters covered hereby. The Registration Statement relates to, among other things, the offer and sale of $150,000,000 aggregate principal amount of the Company’s 3.60% Secured Medium-Term Notes, Series B due 2050 (the “Notes”), issued under the Mortgage and Deed of Trust, dated as of July 1, 1946, as amended and supplemented (the “Mortgage”), between the Company and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as trustee (the “Trustee”).

Based upon the foregoing, we are of the opinion that:

1. the Company is a corporation validly existing under the laws of the State of Oregon; and

2. the Notes are legally issued and binding obligations of the Company.

For purposes of the opinions set forth above, we have assumed that the Notes have been duly authenticated, in accordance with the Mortgage, by the Trustee under the Mortgage.

We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K to be filed by the Company on or about March 31, 2020, which will be incorporated by reference in the Registration Statement. In giving the foregoing consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

This opinion is limited to the laws of the States of New York and Oregon. As to all matters of Oregon law, we have relied upon an opinion of even date herewith addressed to you by MardiLyn Saathoff, Esq.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP

MORGAN, LEWIS & BOCKIUS LLP

XML

Document and Entity Information Document	Mar. 31, 2020
Document Information [Line Items]
Entity Emerging Growth Company	false
City Area Code	(503)
Entity Address, Address Line One	250 S.W. Taylor Street
Entity Registrant Name	NORTHWEST NATURAL GAS COMPANY
Document Type	8-K
Document Period End Date	Mar. 31, 2020
Entity Central Index Key	0000073020
Amendment Flag	false
Entity File Number	1-15973
Entity Incorporation, State or Country Code	OR
Entity Tax Identification Number	93-0256722
Entity Address, City or Town	Portland
Entity Address, State or Province	OR
Entity Address, Postal Zip Code	97204
Local Phone Number	226-4211
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false