Filing under Rule 433
Registration No. 333-227662-01
June 11, 2019
NORTHWEST NATURAL GAS COMPANY
Secured Medium-Term Notes, Series B
(A Series of First Mortgage Bonds)
and
Unsecured Medium-Term Notes, Series B
Due from One Year to 30 Years from Date of Issue
| CUSIP No.: 66765R CG9
Secured ☒ Unsecured ☐
Principal amount: $50,000,000
Issue price: 100.00%
Net proceeds to Company: $49,687,500 Repayable at the option of holder: Yes ☐ No ☒
Repayment date: Not applicable
Repayment price: Not applicable
Election period: Not applicable
Selling agents: U.S. Bancorp Investments, Inc. CIBC World Markets Corp. TD Securities (USA) LLC
Type of transaction: Agent U.S. Bancorp Investments, Inc., as to $20,000,000 principal amount of the Notes
CIBC World Markets Corp., as to $15,000,000 principal amount of the Notes
TD Securities (USA) LLC, as to $15,000,000 principal amount of the Notes |
Stated interest rate: 3.141%
Maturity date: June 15, 2029
Settlement date: June 17, 2019
Interest payment dates: June 15 and December 15, commencing December 15, 2019
Regular record dates: May 31 and November 30
Redeemable: Yes ☒ No ☐ In whole ☐ In whole or in part ☒
Fixed redemption price: Yes ☒ No ☐
Initial redemption date: March 15, 2029
Initial redemption price: 100.00%
Reduction percentage: Not applicable
Redemption limitation date: Not applicable
Make-whole redemption price: Yes ☒ * No ☐ *Through March 14, 2029, at par thereafter
Make-whole spread: 0.15%
T+4 Delivery: It is expected that delivery of the notes will be made on or about the date specified above in Settlement Date, which will be the fourth business day (T+4) following the date hereof. Under Rule 15c6-1 under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days (T+2), unless the parties to any such trade expressly agree otherwise. Accordingly, the purchasers who wish to trade the notes on the date hereof or on the following business day will be required to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes on the date hereof or on the following business day should consult their own advisors. |
The issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the Securities and Exchange Commission for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the Securities and Exchange Commission’s Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling: U.S. Bancorp Investments, Inc. toll-free at (877) 558-2607, CIBC World Markets Corp. toll-free at (800) 282-0822 or TD Securities (USA) LLC toll-free at (855) 495-9846.
No Public Offering Outside of the United States
Canada
The notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this pricing supplement or the accompanying prospectus supplement or prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the selling agents are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
Filing under Rule 433
Registration No. 333-227662-01
June 11, 2019
NORTHWEST NATURAL GAS COMPANY
Secured Medium-Term Notes, Series B
(A Series of First Mortgage Bonds)
and
Unsecured Medium-Term Notes, Series B
Due from One Year to 30 Years from Date of Issue
| CUSIP No.: 66765R CH7
Secured ☒ Unsecured ☐
Principal amount: $90,000,000
Issue price: 100.00%
Net proceeds to Company: $89,325,000 Repayable at the option of holder: Yes ☐ No ☒
Repayment date: Not applicable
Repayment price: Not applicable
Election period: Not applicable
Selling agents: U.S. Bancorp Investments, Inc. CIBC World Markets Corp. TD Securities (USA) LLC
Type of transaction: Agent U.S. Bancorp Investments, Inc., as to $36,000,000 principal amount of the Notes
CIBC World Markets Corp., as to $27,000,000 principal amount of the Notes
TD Securities (USA) LLC, as to $27,000,000 principal amount of the Notes |
Stated interest rate: 3.869%
Maturity date: June 15, 2049
Settlement date: June 17, 2019
Interest payment dates: June 15 and December 15, commencing December 15, 2019
Regular record dates: May 31 and November 30
Redeemable: Yes ☒ No ☐ In whole ☐ In whole or in part ☒
Fixed redemption price: Yes ☒ No ☐
Initial redemption date: December 15, 2048
Initial redemption price: 100.00%
Reduction percentage: Not applicable
Redemption limitation date: Not applicable
Make-whole redemption price: Yes ☒* No ☐ *Through December 14, 2048, at par thereafter
Make-whole spread: 0.20%
T+4 Delivery: It is expected that delivery of the notes will be made on or about the date specified above in Settlement Date, which will be the fourth business day (T+4) following the date hereof. Under Rule 15c6-1 under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days (T+2), unless the parties to any such trade expressly agree otherwise. Accordingly, the purchasers who wish to trade the notes on the date hereof or on the following business day will be required to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes on the date hereof or on the following business day should consult their own advisors. |
The issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the Securities and Exchange Commission for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the Securities and Exchange Commission’s Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling: U.S. Bancorp Investments, Inc. toll-free at (877) 558-2607, CIBC World Markets Corp. toll-free at (800) 282-0822 or TD Securities (USA) LLC toll-free at (855) 495-9846.
No Public Offering Outside of the United States
Canada
The notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this pricing supplement or the accompanying prospectus supplement or prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the selling agents are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.