false 0001711269 0001711269 2024-12-02 2024-12-02

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): December 2, 2024

 

 

Evergy, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Missouri   001-38515   82-2733395

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

1200 Main Street

Kansas City, Missouri 64105

(Address of Principal Executive Offices, and Zip Code)

(816) 556-2200

Registrant’s Telephone Number, Including Area Code

Not Applicable

(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 (see General Instruction A.2. below):

 

 

Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communication 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(s)

 

Name of each exchange

on which registered

Evergy, Inc. common stock   EVRG   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 December 5, 2024, Evergy, Inc. (the “Company”) issued $500,000,000 in aggregate principal amount of the Company’s 6.65% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2055 (the “Notes”), pursuant to an Underwriting Agreement, dated December 2, 2024, among the Company and BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, MUFG Securities Americas Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. The Notes were registered under the Securities Act of 1933, as amended, pursuant to the registration statement (the “Registration Statement”) on Form S-3 of the Company, filed with the Securities and Exchange Commission on August 16, 2024 (File No. 333-281614).

In connection with the issuance and sale of the Notes, the Company entered into the several agreements and other instruments listed in Item 9.01 of this Current Report on Form 8-K and filed as exhibits hereto. Also, in connection with the issuance and sale of the Notes, the Company is filing a legal opinion regarding the validity of the Notes as Exhibit 5.1 to this Current Report on Form 8-K and a legal opinion regarding certain tax matters as Exhibit 8.1 to this Current Report on Form 8-K for the purpose of incorporating such opinions into the Registration Statement. Each of these exhibits is incorporated by reference into the Registration Statement.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

  

Description

 1.1    Underwriting Agreement dated December 2, 2024 among Evergy, Inc. and BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, MUFG Securities Americas Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.
 4.1    Supplemental Indenture No. 4, dated as of December 5, 2024, to the Subordinated Indenture, dated as of May 18, 2009, between Evergy, Inc. (as successor to Great Plains Energy Incorporated) and The Bank of New York Mellon Trust Company, N.A., as trustee, and the form of global note included therein.
 5.1    Opinion of Hunton Andrews Kurth LLP, regarding the validity of the Notes.
 8.1    Opinion of Hunton Andrews Kurth LLP, regarding certain tax matters.
23.1    Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.1).
23.2    Consent of Hunton Andrews Kurth LLP (included in Exhibit 8.1).
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


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.

 

      Evergy, Inc.
Date: December 5, 2024      

/s/ Geoffrey T. Ley

      Geoffrey T. Ley
      Vice President, Corporate Planning and Treasurer