Item 1.01. Entry into a Material Definitive Agreement.




On March 20, 2020, American Water Works Company, Inc. ("American Water") and
American Water Capital Corp. ("AWCC"), a wholly owned finance subsidiary of
American Water, entered into a Term Loan Credit Agreement, dated as of March 20,
2020 (the "Term Loan Agreement"), by and among American Water, AWCC, Wells Fargo
Bank, National Association, as administrative agent and a lender, Wells Fargo
Securities, LLC, as a joint lead agent and joint bookrunner, and each of Mizuho
Bank, Ltd. and U.S. Bank National Association, as a joint lead agent and joint
bookrunner, and as a lender.
The Term Loan Agreement provides for a term loan facility of up to $750,000,000
(the "Term Loan Facility"). On March 20, 2020, AWCC borrowed $500,000,000 under
the Term Loan Facility, the proceeds of which are to be used for general
corporate purposes of AWCC and American Water and to provide additional
liquidity. The Term Loan Agreement allows for a single additional borrowing of
up to $250,000,000 on or before June 19, 2020 and requires AWCC to pay a
commitment fee of 0.20% per year based on the daily amount of unutilized
commitments. All unpaid amounts of principal and interest under the Term Loan
Facility will mature and become due and payable, and the Term Loan Facility
commitments shall terminate, on March 19, 2021. AWCC may from time to time
prepay all or a portion of amounts due under the Term Loan Facility without any
premium or penalty; however, any repaid amounts may not be reborrowed.
Borrowings under the Term Loan Facility bear interest at a variable annual rate
based on the London interbank market rate, or LIBOR, plus a margin of 0.80%, or
at AWCC's election, a base rate per year based on other market interest rates.
The Term Loan Agreement contains the same affirmative and negative covenants and
events of default as under AWCC's $2.25 billion revolving credit facility (the
"Revolving Credit Facility").
American Water has executed the Term Loan Agreement solely to acknowledge and
agree that (i) obligations owing by AWCC under the Term Loan Agreement will
constitute "debt" under that certain Support Agreement, dated as of June 22,
2000, as amended on July 26, 2000, by and between American Water and AWCC, which
serves as a functional equivalent of a guarantee by American Water of AWCC's
payment obligations under its indebtedness, and (ii) the Term Loan Agreement
will contain representations, warranties and covenants that relate to American
Water and that a breach of any of those representations or warranties, or a
failure by AWCC to comply with such covenants, could result in an event of
default under the Term Loan Agreement.
In the ordinary course of business, certain of the lenders and/or their
respective affiliates have from time to time engaged, and likely will in the
future engage, in transactions with, and from time to time have performed
various financial advisory, commercial banking, investment banking, treasury,
trustee and other services for, and likely will in the future perform such
services for, AWCC, American Water and their affiliates, for which they
received, or will continue to receive, customary fees or compensation. In
addition, the lenders serve as lenders under the Revolving Credit Facility and
certain of the lenders and/or their affiliates act as a dealer under AWCC's
commercial paper program.
The foregoing description of the Term Loan Agreement does not purport to be
complete and is subject to, and is qualified in its entirety by, the full text
of the Term Loan Agreement attached hereto as Exhibit 10.1 and incorporated
herein by reference.
Item 2.03.   Creation of a Direct Financial Obligation or an Obligation under an
             Off-Balance Sheet Arrangement of a Registrant.


The information provided under Item 1.01 of this Current Report on Form 8-K is
incorporated by reference herein in response to this Item 2.03.
Item 9.01.  Financial Statements and Exhibits.
(d)  Exhibits.
The following exhibit has been filed herewith:
Exhibit No.   Description of Exhibit

   10.1         Term Loan Credit Agreement, dated as of March 20, 2020, by and
              among American Water, AWCC, Wells Fargo Bank, National Association,
              as administrative agent and as a lender, Wells Fargo Securities LLC,
              as a joint lead arranger and joint bookrunner, and each of Mizuho
              Bank, Ltd. and U.S. Bank National Association, as a joint lead
              arranger and joint bookrunner, and as a lender  .
    104       Cover Page Interactive Data File (the cover page XBRL tags are
              included and formatted as Inline XBRL)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses