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Evergy, Inc. (Exact Name of Registrant As Specified in Its Charter)

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Evergy, Inc. (Exact Name of Registrant As Specified in Its Charter) 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): June 4, 2018 Evergy, Inc. (Exact name of registrant as specified in its charter) Missouri 82-2733395 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1200 Main Street Kansas City, Missouri 64105 (Address of Principal Executive Offices, Including Zip Code) (816) 556-2200 (Registrant’s telephone number, including area code) N/A (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: ☐ 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)) 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 1.01 Entry into a Material Definitive Agreement The information set forth under Item 2.03 below is incorporated herein by reference. Item 2.01 Completion of Acquisition or Disposition of Assets. On June 4, 2018, pursuant to the Amended and Restated Agreement and Plan of Merger dated as of July 9, 2017 (the “Merger Agreement”) by and among the Registrant, a Missouri corporation (formerly known as Monarch Energy Holding, Inc.) (“Registrant”), Great Plains Energy Incorporated, a Missouri corporation (“Great Plains Energy”), Westar Energy, Inc., a Kansas corporation (“Westar Energy”), and King Energy, Inc., a Kansas corporation and a wholly owned subsidiary of the Registrant (“Merger Sub”), and for certain limited purposes, GP Star, Inc., a Kansas corporation, (i) Great Plains Energy merged with and into the Registrant (the “GPE Merger”), with the Registrant continuing as the surviving corporation in the GPE Merger, and (ii) Merger Sub merged with and into Westar Energy (the “Westar Merger,” together with the GPE Merger, the “Mergers”), with Westar Energy continuing as the surviving corporation in the Westar Merger. Pursuant to the GPE Merger, each share of common stock, no par value, of Great Plains Energy (the “Great Plains Energy common stock”) was converted into the right to receive 0.5981 validly issued, fully paid and non-assessable shares of common stock, no par value, of the Registrant (the “Evergy common stock”). Pursuant to the Westar Merger, each share of common stock, $5.00 par value, of Westar Energy (the “Westar Energy common stock”) was converted into the right to receive one validly issued, fully paid and non-assessable share of Evergy common stock. The issuance of Evergy common stock pursuant to the Mergers was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Registrant’s registration statement on Form S-4 (File No. 333-220465), as amended (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”) and declared effective on October 10, 2017. The definitive joint proxy statement/prospectus of Great Plains Energy and Westar Energy, dated October 10, 2017, that forms a part of the Registration Statement (the “Joint Proxy Statement/Prospectus”) contains additional information about the Mergers and the other transactions contemplated by the Merger Agreement, including information concerning the interests of directors, executive officers and affiliates of Great Plains Energy and Westar Energy in the Mergers. Pursuant to Rule 12g-3(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Evergy common stock is deemed to be registered under Section 12(b) of the Exchange Act. The Evergy common stock has been approved for listing on the New York Stock Exchange, and will begin trading under the symbol “EVRG” on June 5, 2018. Each of the Great Plains Energy common stock and the Westar Energy common stock was registered pursuant to Section 12(b) of the Exchange Act and listed on the New York Stock Exchange. Great Plains Energy is delisting the Great Plains Energy common stock, and Westar Energy is delisting the Westar Energy common stock, in each case from the New York Stock Exchange. Each of Evergy and Westar Energy plan to file a Form 15 with the SEC to terminate the registration under Section 12(g) of the Exchange Act of the Great Plains Energy common stock and the Westar Energy common stock, respectively. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. Supplemental Indentures In connection with the consummation of the Mergers, the Registrant, Great Plains Energy and The Bank of New York Mellon Trust Company, N.A., in its capacity as trustee, entered into (i) the Sixth Supplemental Indenture, dated as of June 4, 2018 (the “Sixth Supplemental Indenture”), whereby the Registrant assumed the obligations of Great Plains Energy under the Indenture, dated as of June 1, 2004 (the “Senior Indenture”), between Great Plains Energy and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A.) (as successor to BNY Midwest Trust Company), as trustee, relating to $350 million in aggregate principal amount of 4.85% Notes due 2021 issued by Great Plains Energy in 2011, the terms of which notes were established pursuant to the Fourth Supplemental Indenture, dated as of May 19, 2011 (the “Fourth Supplemental Indenture”) and (ii) Supplemental Indenture No. 3, dated as of June 4, 2018 (“Supplemental Indenture No. 3”), whereby the Registrant assumed the obligations of Great Plains Energy under the Subordinated Indenture, dated as of May 18, 2009 (the “Subordinated Indenture”), as supplemented by Supplemental Indenture No. 1, dated as of May 18, 2009 (“Supplemental Indenture No. 1”) and Supplemental Indenture No. 2, dated as of March 22, 2012 (“Supplemental Indenture No. 2”), each between Great Plains Energy and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 5.292% Notes due 2022 in the aggregate principal amount of $287.5 million. The Senior Indenture, the Fourth Supplemental Indenture, the Subordinated Indenture, Supplemental Indenture No. 1 and Supplemental Indenture No. 2 were filed by Great Plains Energy as Exhibit 4.4 to the Form 8-A/A filed on June 14, 2004, Exhibit 4.1 to the Form 8-K filed on May 19, 2011, Exhibit 4.1 to the Form 8-K filed on May 19, 2009, Exhibit 4.2 to the Form 8-K filed on May 19, 2009 and Exhibit 4.1 to the Form 8-K filed on March 23, 2012, respectively. The descriptions of the Sixth Supplemental Indenture and Supplemental Indenture No. 3 do not purport to be complete and are qualified in their entirety by reference to the full text of each of those documents, which are filed herewith as Exhibit 4.1 and Exhibit 4.2, respectively. Assumption of the Great Plains Energy Credit Agreement In connection with the consummation of the Mergers, the Registrant and Wells Fargo Bank, National Association, in its capacity as administrative agent, entered into an assumption agreement, dated as of June 4, 2018 (the “Assumption Agreement”), whereby the Registrant assumed all rights and obligations of Great Plains Energy under that certain Credit Agreement dated as of August 9, 2010 (the “Original Credit Agreement, as amended by that certain First Amendment to Credit Agreement dated as of December 9, 2011 (the “First Amendment”), that certain Second Amendment to Credit Agreement dated as of October 17, 2013 (the “Second Amendment”), that certain First Extension and Waiver dated as of December 17, 2014 (the “First Extension”), that certain Third Amendment to Credit Agreement dated as of June 13, 2016 (the “Third Amendment”), and that certain Limited Consent and Fourth Amendment to Credit Agreement dated as of March 26, 2018 (the “Fourth Amendment”, and together with the First Amendment, the Second Amendment, the First Extension and the Third Amendment, the “Credit Agreement”). The Original Credit Agreement, the First Amendment, the Second Amendment, the First Extension, the Third Amendment and the Fourth Amendment were filed by Great Plains Energy as Exhibit 10.1 to the Form 10-Q for the quarter ended September 30, 2010, Exhibit 10.59 to the Form 10-K for the year ended December 31, 2011, Exhibit 10.1 to the Form 10-Q for the quarter ended September 30, 2013, Exhibit 10.37 to the Form 10-K for the year ended December 31, 2014, Exhibit 10.1 to the Form 10-Q for the quarter ended June 30, 2018 and Exhibit 10.5 to the Form 10-Q for the quarter ended March 31, 2018, respectively. The description of the Assumption Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Assumption Agreement, which is filed herewith as Exhibit 10.1. Item 3.03 Material Modification to Rights of Security Holders.
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