Form 8-K Southwest Gas Holdings, For: Sep 26
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Emerging growth company
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Item 1.01. | Entry into a Material Definitive Agreement. |
On September 26, 2022, Southwest Gas Holdings, Inc. (the “Company”) entered into Amendment No. 1 to the 364-Day Term Loan Credit Agreement (the “Credit Agreement” and as amended, the “Amended Credit Agreement”) with the lenders party thereto (the “Lenders”), JPMorgan Chase Bank, N.A (“JPMorgan”), as Administrative Agent, Bank of America, N.A., as Syndication Agent, JPMorgan and BofA Securities, Inc. as Joint Lead Arranger and Joint Bookrunner, and MUFG Bank, Ltd. as Documentation Agent. The Credit Agreement provided for a $1.6 billion delayed-draw term loan (the “Term Loan”) to fund and to pay fees, commissions and expenses related to the Term Loan and the acquisition by the Company of the equity interests in Dominion Energy Questar Pipeline, LLC, subsequently rebranded as MountainWest Pipelines Holding Company, and related entities pursuant to that certain Purchase and Sale Agreement, dated as of October 5, 2021, between Dominion Energy Questar Corporation, a wholly owned subsidiary of Dominion Energy, Inc. and the Company. As of September 26, 2022, approximately $1.15 billion in aggregate principal amount was outstanding under the Term Loan.
The Amended Credit Agreement, among other things, (1) extends the maturity date of the Term Loan to December 30, 2023 and (2) replaces London Interbank Offered Rate interest rate benchmarks with Secured Overnight Financing Rate interest rate benchmarks. The Company agreed to pay the Lenders fees equal to 0.10% of the aggregate principal amount outstanding under the Term Loan on March 31, 2023, 0.15% of the aggregate principal amount outstanding under the Term Loan on June 30, 2023, and 0.20% of the aggregate principal amount outstanding under the Term Loan on September 30, 2023.
The description of the Amended Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended Credit Agreement, which is filed as Exhibit 10.1 hereto 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 disclosure set forth under Item 1.01 is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit |
Description | |
10.1 | Amendment No. 1, dated as of September 26, 2022, to the 364-Day Term Loan Credit Agreement, dated as of November 1, 2021, with the lenders party thereto, JPMorgan Chase Bank, N.A, as Administrative Agent, Bank of America, N.A. as Syndication Agent, JPMorgan Chase Bank, N.A. and BofA Securities, Inc. as Joint Lead Arranger and Joint Bookrunner, and MUFG Bank, Ltd. as Documentation Agent. | |
104 | Cover Page Interactive Data File – the cover page XBRL tags are 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.
SOUTHWEST GAS HOLDINGS, INC. | ||||||
/s/ Gregory J. Peterson | ||||||
Date: September 29, 2022 | Gregory J. Peterson | |||||
Senior Vice President/Chief Financial Officer |
ATTACHMENTS / EXHIBITS
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