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EX-10.1 - EX-10.1 - UGI UTILITIES INC | c18117exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 25, 2011
UGI Utilities, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania | 1-1398 | 23-1174060 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
2525 N. 12th Street, Suite 360, Reading, Pennsylvania |
19612 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: 610 796-3400
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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On May 25, 2011, UGI Utilities, Inc. (the Company) entered into an unsecured, revolving Credit
Agreement (the Credit Agreement) among the Company, as borrower, PNC Bank, National Association,
as administrative agent, Citizens Bank of Pennsylvania, as syndication agent, PNC Capital Markets
LLC and RBS Citizens, N.A., as joint lead arrangers and joint bookrunners, and PNC Bank, National
Association, Citizens Bank of Pennsylvania, Citibank, N.A., Credit Suisse AG, Cayman Islands
Branch, JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association, The Bank of New York
Mellon, and the other financial institutions from time to time parties thereto (collectively, the
Lenders). Concurrently with entering into the Credit Agreement, the Company terminated its
existing $350 million revolving credit agreement dated as of August 11, 2006 by and among the
Company, as borrower, Wells Fargo Bank, N.A. (as successor to Wachovia Bank, National Association),
as syndication agent, Citibank, N.A., as administrative agent and the other financial institutions
parties thereto.
Under and subject to the terms and conditions of the Credit Agreement, the Lenders have committed
to provide loans to the Company in an aggregate amount of $300 million, including a letter of
credit subfacility of up to $100 million and swing line advances of up to $30 million. In addition,
the Company may request an increase in the amount of loan commitments under the Credit Agreement to
a maximum aggregate amount of $400 million. The Company may use the proceeds of loans made under
the Credit Agreement for working capital, acquisitions, capital expenditures and other general
corporate purposes, including for its subsidiaries.
Revolving Credit Advances (as defined in the Credit Agreement) that are Base Rate Advances (as
defined in the Credit Agreement) will bear interest at a rate equal to the sum of (1) the highest
of (a) the federal funds open rate plus 0.50%, (b) the prime rate, or (c) the daily LIBOR rate plus
1.0%, and (2) the Applicable Margin, each as in effect on the date of the borrowing. The Applicable
Margin will be based on the credit ratings assigned to certain indebtedness of the Company.
Revolving Credit Advances that are Eurodollar Rate Advances (as defined in the Credit Agreement)
will bear interest at a rate equal to the sum of (1) the London interbank offered rates divided by
a number equal to 1.00 minus the Eurodollar Rate Reserve Percentage (as defined in the Credit
Agreement), and (2) the Applicable Margin (as defined in the Credit Agreement).
In connection with the issuance of a letter of credit, the Company will pay (1) a quarterly fee
equal to the Applicable Margin for Eurodollar Rate Advances in effect on such date, and (2) a
quarterly fronting fee equal to .125% of the face amount of the letter of credit, plus
administrative expenses. Each swing line advance will bear interest at a rate equal to the sum of
the daily LIBOR rate plus the Applicable Margin for Eurodollar Rate Advances as in effect on such
date.
The Credit Agreement has a termination date of May 23, 2012. The termination date may be extended
to October 31, 2015 if, on or before May 23, 2012, the Company satisfies certain requirements
relating to approval of the Credit Agreement by the Pennsylvania Public Utility Commission. The
Company intends to seek such regulatory approval. The Company may voluntarily prepay its borrowings
under the Credit Agreement, in whole or in part, without any premium or penalty.
The Credit Agreement contains customary representations and warranties and affirmative and negative
covenants for agreements of this type, including, among others, covenants regarding the maintenance
of a financial ratio, covenants relating to financial reporting, compliance with laws, payment of
taxes, preservation of existence, books and records, maintenance of properties and insurance,
limitations on liens, restrictions on mergers and restrictions on sales of all or substantially all
of the Companys assets, and limitations on changes in the nature of the Companys business.
The Credit Agreement provides for customary events of default, including, among other things, the
event of nonpayment of principal, interest, fees or other amounts, a representation or warranty
proving to have been incorrect in any material respect when made, failure to perform or observe
covenants within a specified period of time, a cross-default to other Company indebtedness of a
specified amount, the bankruptcy or insolvency of the Company, monetary judgment defaults of a
specified amount, a change of control of the
Company, and ERISA defaults resulting in liability of a specified amount. In the event of a default
by the Company, the requisite number of Lenders (or the agent at their request) may declare all
amounts owed under the Credit Agreement and outstanding Letters of Credit immediately due and
payable and terminate the Lenders commitments to make loans under the Credit Agreement. For
defaults related to insolvency and receivership, the commitments of the Lenders will be
automatically terminated and all outstanding loans and other amounts will become immediately due
and payable. Under the terms of the Credit Agreement, a 2% interest penalty may apply to any
outstanding amount not paid when due or that remains outstanding while an event of default exists.
A copy of the Credit Agreement is attached as Exhibit 10.1 and is incorporated herein by reference.
The summary of the terms of the Credit Agreement is qualified in its entirety by reference to the
Credit Agreement.
Item 1.02 Termination of a Material Definitive Agreement.
On May 25, 2011, the Company terminated without penalty its revolving credit agreement dated as of
August 11, 2006 as described in Item 1.01 above.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The information set forth above in Item 1.01 regarding the Companys borrowing under the Credit
Agreement is hereby incorporated into Item 2.03(a) by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Credit Agreement, dated as of May 25, 2011 among UGI Utilities, Inc., as borrower, and PNC
Bank, National Association, as administrative agent, Citizens Bank of Pennsylvania, as syndication
agent, PNC Capital Markets LLC and RBS Citizens, N.A., as joint lead arrangers and joint
bookrunners, and PNC Bank, National Association, Citizens Bank of Pennsylvania, Citibank, N.A.,
Credit Suisse AG, Cayman Islands Branch, JPMorgan Chase Bank, N.A., Wells Fargo Bank, National
Association, The Bank of New York Mellon, and the other financial institutions from time to time
parties thereto.
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.
UGI Utilities, Inc. |
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May 27, 2011 | By: | Donald E. Brown | ||
Name: | Donald E. Brown | |||
Title: | Vice President Finance and Chief Financial Officer | |||
EXHIBIT INDEX
EXHIBIT NO. | DESCRIPTION | |||
10.1 | Credit Agreement, dated as of May 25, 2011 among UGI Utilities, Inc., as borrower, and PNC
Bank, National Association, as administrative agent, Citizens Bank of Pennsylvania, as
syndication agent, PNC Capital Markets LLC and RBS Citizens, N.A., as joint lead arrangers and
joint bookrunners, and PNC Bank, National Association, Citizens Bank of Pennsylvania,
Citibank, N.A., Credit Suisse AG, Cayman Islands Branch, JPMorgan Chase Bank, N.A., Wells
Fargo Bank, National Association, The Bank of New York Mellon, and the other financial
institutions from time to time parties thereto. |