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Form 8-K OKLAHOMA GAS & ELECTRIC For: Jan 05 Filed by: OGE ENERGY CORP.

January 5, 2023 12:26 PM EST
false000102163500000741450001021635oge:OGEMember2023-01-052023-01-0500010216352023-01-052023-01-05

 

 

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)

January 5, 2023

 

 

 

 

(Commission File Number)

(Exact Name of Registrants as Specified in Their Charters)

(I.R.S. Employer Identification No.)

1-12579

OGE ENERGY CORP.

73-1481638

1-1097

OKLAHOMA GAS AND ELECTRIC COMPANY

73-0382390

 

 

 

 

Oklahoma

(State or Other Jurisdiction of Incorporation)

 

 

 

 

321 North Harvey

P.O. Box 321

Oklahoma City

Oklahoma

73101-0321

(Address of Principal Executive Offices)

(Zip Code)

 

(405) 553-3000

(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 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))

 

Securities registered pursuant to Section 12(b) of the Act:

Registrant

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

OGE Energy Corp.

Common Stock

OGE

New York Stock Exchange

Oklahoma Gas and Electric Company

None

N/A

N/A

 

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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

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

 

OGE Energy Corp. ("OGE Energy") is the parent company of Oklahoma Gas and Electric Company ("OG&E"), a regulated electric company with approximately 887,000 customers in Oklahoma and western Arkansas.

 

On January 5, 2023, OG&E, an Oklahoma corporation, completed the issuance of $450.0 million in aggregate principal amount of its 5.40% Senior Notes, Series due January 15, 2033 (the "OG&E Senior Notes"). The offering of the OG&E Senior Notes was registered under the Securities Act of 1933, as amended, pursuant to OG&E's registration statement on Form S-3ASR (File No. 333-255823-01). A prospectus supplement relating to the offering and sale of the OG&E Senior Notes was filed with the Securities and Exchange Commission on January 4, 2023.

 

Attached as Exhibit 4.01 is the Supplemental Indenture No. 23 dated as of January 5, 2023 between OG&E and BOKF, NA, as trustee, creating the OG&E Senior Notes. Attached as Exhibit 5.01 is an Opinion of Counsel as to the legality of the OG&E Senior Notes.

 

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

 

 

 

 

 

Exhibit Number

 

Description

 

 

 

4.01

 

Supplemental Indenture No. 23 dated as of January 5, 2023 between OG&E and BOKF, NA, as trustee, creating the OG&E Senior Notes.

5.01

 

Opinion of GableGotwals as to the legality of the OG&E Senior Notes.

104

 

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

 

This combined Current Report on Form 8-K is being filed separately by OGE Energy and OG&E (Registrants). Information contained herein relating to any individual Registrant has been filed by such Registrant on its own behalf. No Registrant makes any representation as to information relating to any other Registrant.

 

 


 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

 

OGE ENERGY CORP.

 

OKLAHOMA GAS AND ELECTRIC COMPANY

 

(Registrant)

 

 

By:

/s/ Sarah R. Stafford

 

Sarah R. Stafford

 

 Controller and Chief Accounting Officer

 

 

 

 

 

 

 

 

 

 

 

January 5, 2023

 


ATTACHMENTS / EXHIBITS

EX-4.01

EX-5.01

XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT

XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT

XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT

XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT

IDEA: R1.htm

IDEA: oge-20230105_htm.xml

IDEA: Financial_Report.xlsx

IDEA: FilingSummary.xml

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