ONE Gas, Inc. Announces Public Offering of 2,500,000 Shares of Common Stock

PR Newswire

TULSA, Okla., May 8, 2025

TULSA, Okla., May 8, 2025 /PRNewswire/ -- ONE Gas, Inc. ("ONE Gas") $(OGS)$ announced today that it plans to make a public offering of 2,500,000 shares of its common stock. In connection with the offering, ONE Gas intends to enter into a forward sale agreement with JPMorgan Chase Bank, National Association, referred to in such capacity as the forward purchaser. In connection with the forward sale agreement, the forward purchaser or its affiliate, acting as forward seller, at ONE Gas' request, expects to borrow from third parties and sell 2,500,000 shares of ONE Gas' common stock to the underwriter in the offering in connection with the forward sale agreement described below. As part of the offering, ONE Gas intends to grant to the underwriter an option to purchase up to 375,000 additional shares of ONE Gas' common stock. If such option is exercised, ONE Gas may, in its sole discretion, enter into an additional forward sale agreement with the forward purchaser with respect to such additional shares, and ONE Gas currently expects that, if such option is exercised, it will do so.

J.P. Morgan Securities LLC is acting as the sole underwriter for the offering and proposes to offer the shares of common stock from time to time for sale in one or more transactions on the New York Stock Exchange, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices.

Pursuant to the terms of the forward sale agreement, ONE Gas will agree to sell to the forward purchaser or its affiliate (subject to ONE Gas' right to elect net share or cash settlement of the forward sale agreement) 2,500,000 shares of ONE Gas' common stock (or 2,875,000 shares if the underwriter's option to purchase additional shares is exercised in full and ONE Gas elects to enter into an additional forward sale agreement with respect to such exercise, as described above), at a price per share equal to the price at which the underwriter purchases the shares from the forward seller. Settlement of the forward sale agreement is expected to occur no later than December 31, 2026.

ONE Gas will not initially receive any proceeds from the sale of shares of its common stock by the forward seller or its affiliate, unless an event occurs that requires ONE Gas to sell its common stock to the underwriter in lieu of the forward seller borrowing and selling shares of ONE Gas' common stock to the underwriter. Although ONE Gas expects to settle the forward sale agreement entirely by the full physical delivery of shares of its common stock in exchange for cash proceeds, ONE Gas may elect cash settlement or net share settlement for all or a portion of its obligations under the forward sale agreement. If ONE Gas elects to cash settle or net share settle the forward sale agreement, ONE Gas may not receive any proceeds from the issuance of shares, and ONE Gas will instead receive or pay cash (in the case of cash settlement) or receive or deliver shares of its common stock (in the case of net share settlement). ONE Gas intends to use any net proceeds received for general corporate purposes, which may include repayment or refinancing of debt, working capital, construction and acquisition expenditures and investments.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering of these securities may be made only by means of a prospectus supplement and accompanying base prospectus relating to this offering.

The public offering is being made pursuant to an effective shelf registration statement that has been filed with the Securities and Exchange Commission (the "SEC"). A preliminary prospectus supplement related to the offering will be filed with the SEC and will be available on the SEC's website. In addition, copies of the preliminary prospectus supplement and accompanying base prospectus relating to the shares of ONE GAS' common stock being offered may be obtained by contacting: J.P. Morgan Securities LLC.

ONE Gas is a 100% regulated natural gas utility, and trades on the New York Stock Exchange under the symbol "OGS." ONE Gas is included in the S&P MidCap 400 Index and is one of the largest natural gas utilities in the United States.

Headquartered in Tulsa, Oklahoma, ONE Gas provides a reliable and affordable energy choice to more than 2.3 million customers in Kansas, Oklahoma and Texas. Its divisions include Kansas Gas Service, the largest natural gas distributor in Kansas; Oklahoma Natural Gas, the largest in Oklahoma; and Texas Gas Service, the third largest in Texas, in terms of customers.

Some of the statements contained and incorporated in this news release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements relate to, without limitation, the offering (including size and proceeds, if any, and use of proceeds), our anticipated financial performance, liquidity, management's plans and objectives for our future operations, our business prospects, the outcome of regulatory and legal proceedings, market conditions and other matters. We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995. The following discussion is intended to identify important factors that could cause future outcomes to differ materially from those set forth in the forward-looking statements.

Forward-looking statements include the items identified in the preceding paragraph, the information concerning possible or assumed future results of our operations and other statements contained or incorporated in this news release identified by words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "should," "goal," "forecast," "guidance," "could," "may," "continue," "might," "potential, " "scheduled," "likely," and other words and terms of similar meaning.

One should not place undue reliance on forward-looking statements, which are applicable only as of the date of this news release. Known and unknown risks, uncertainties and other factors may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements. Those factors may affect our operations, costs, liquidity, markets, products, services and prices. In addition to any assumptions and other factors referred to specifically in connection with the forward-looking statements, factors that could cause our actual results to differ materially from those contemplated in any forward-looking statement include, among others, the following:

   -- our ability to recover costs, income taxes and amounts equivalent to the 
      cost of property, plant and equipment, regulatory assets and our allowed 
      rate of return in our regulated rates or other recovery mechanisms; 
 
   -- cyber-attacks, which, continue to increase in volume and sophistication, 
      or breaches of technology systems that could disrupt our operations or 
      result in the loss or exposure of confidential or sensitive customer, 
      employee, vendor, counterparty or Company information; further, increased 
      remote working arrangements have required enhancements and modifications 
      to our information technology infrastructure (e.g. Internet, Virtual 
      Private Network, remote collaboration systems, etc.), and any failures of 
      the technologies, including third-party service providers, that 
      facilitate working remotely could limit our ability to conduct ordinary 
      operations or expose us to increased risk or effect of an attack; 
 
   -- our ability to manage our operations and maintenance costs; 
 
   -- changes in regulation of natural gas distribution services, particularly 
      those in Oklahoma, Kansas and Texas; 
 
   -- the economic climate and, particularly, its effect on the natural gas 
      requirements of our residential and commercial customers; 
 
   -- the length and severity of a pandemic or other health crisis, which could 
      significantly disrupt or prevent us from operating our business in the 
      ordinary course for an extended period; 
 
   -- competition from alternative forms of energy, including, but not limited 
      to, electricity, solar power, wind power, geothermal energy and biofuels; 
 
   -- adverse weather conditions and variations in weather, including seasonal 
      effects on demand and/or supply, the occurrence of severe storms in the 
      territories in which we operate, and climate change, and the related 
      effects on supply, demand, and costs; 
 
   -- indebtedness, which could make us more vulnerable to general adverse 
      economic and industry conditions, limit our ability to borrow additional 
      funds and/or place us at competitive disadvantage compared with 
      competitors; 
 
   -- our ability to secure reliable, competitively priced and flexible natural 
      gas transportation and supply, including decisions by natural gas 
      producers to reduce production or shut-in producing natural gas wells and 
      expiration of existing supply and transportation and storage arrangements 
      that are not replaced with contracts with similar terms and pricing; 
 
   -- our ability to complete necessary or desirable expansion or 
      infrastructure development projects, which may delay or prevent us from 
      serving our customers or expanding our business; 
 

(MORE TO FOLLOW) Dow Jones Newswires

May 08, 2025 16:27 ET (20:27 GMT)