Attached files
| file | filename |
|---|---|
| EX-10.1 - EX-10.1 - Gas Natural Inc. | d428693dex101.htm |
| EX-10.3 - EX-10.3 - Gas Natural Inc. | d428693dex103.htm |
| EX-99.1 - EX-99.1 - Gas Natural Inc. | d428693dex991.htm |
| EX-10.5 - EX-10.5 - Gas Natural Inc. | d428693dex105.htm |
| EX-10.4 - EX-10.4 - Gas Natural Inc. | d428693dex104.htm |
| EX-10.2 - EX-10.2 - Gas Natural Inc. | d428693dex102.htm |
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: October 24, 2012
(Date of earliest event reported)
Gas Natural Inc.
(Exact name of registrant as specified in its charter)
| Ohio | 001-34585 | 27-3003768 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 1 First Avenue South, Great Falls, Montana | 59401 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(406) 791-7500
(Registrant’s telephone number, including area code)
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)) |
| Item 1.01 | Entry Into a Material Definitive Agreement. |
On October 24, 2012, the Ohio utility subsidiaries of Gas Natural Inc. (“Gas Natural”), Orwell Natural Gas Company (“Orwell”), Northeast Ohio Natural Gas Corp. (“NEO”), and Brainard Gas Corp. (“Brainard,” and together with Orwell and NEO, the “Ohio Utilities”), issued a Senior Secured Guaranteed Note in the amount of $2.989 million (the “Note”). The Note was placed with SunLife Assurance Company of Canada (“SunLife”), pursuant to a third amendment (the “Amendment”), to the original Note Purchase Agreement dated as of November 1, 2010, by and among the Ohio Utilities, Great Plains Natural Gas Company, Lightning Pipeline Company, Inc., Gas Natural and SunLife. The Note will bear an interest rate of 4.15%, compounded semi-annually, and it matures on June 1, 2017.
The Note is a joint obligation of the Ohio Utilities and is guaranteed by Gas Natural’s non-regulated Ohio and North Carolina subsidiaries. The Note is subject to other customary loan covenants and default provisions. An event of default, if not cured, would require us to immediately pay the outstanding principal balance of the Note as well as any and all interest and other payments due. An event of default would also entitle SunLife to exercise certain rights with respect to the collateral that secures the indebtedness incurred under the Note.
The Note, the Amendment and other related documents to this transaction are attached to this Form 8-K as exhibits. The description of the agreements above is a summary and is qualified by the full text of the attached documents.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosures set forth under Item 1.01 of this current report on Form 8-K are incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Omnibus Third Amendment, Supplement and Joinder to Note Purchase Agreement and Collateral Documents dated October 24, 2012, by and among Northeast Ohio Natural Gas Corp., Orwell Natural Gas Company, Brainard Gas Corp., Great Plains Natural Gas Company, Lightning Pipeline Company, Inc., Spelman Pipeline Holdings LLC, Kidron Pipeline, LLC, Gas Natural Service Company, LLC, Gas Natural Inc., Independence Oil, L.L.C., Independence Oil Real Estate 1, L.L.C., Independence Oil Real Estate 2, L.L.C., Independence Oil Real Estate 3, L.L.C., and Sun Life Assurance Company of Canada. | |
| 10.2 | Senior Secured Guaranteed Note Agreement, dated October 24, 2012, by and among Northeast Ohio Natural Gas Corp, Orwell Natural Gas Co., and Brainard Gas Corp., and Sun Life Assurance Company of Canada. | |
| 10.3 | Joinder Agreement, dated October 24, 2012, by and among Independence Oil, L.L.C., Independence Oil Real Estate 1, L.L.C., Independence Oil Real Estate 2, L.L.C., Independence Oil Real Estate 3, L.L.C., and Sun Life Assurance Company of Canada. | |
| 10.4 | Addendum to Pledge Agreement, dated October 24, 2012, by and among Independence Oil, L.L.C., Independence Oil Real Estate 1, L.L.C., Independence Oil Real Estate 2, L.L.C., Independence Oil Real Estate 3, L.L.C., and Sun Life Assurance Company of Canada. | |
| 10.5 | Addendum to Security Agreement, dated October 24, 2012, by and among Independence Oil, L.L.C., Independence Oil Real Estate 1, L.L.C., Independence Oil Real Estate 2, L.L.C., Independence Oil Real Estate 3, L.L.C., and Sun Life Assurance Company of Canada. | |
| 99.1 | Press Release dated October 24, 2012. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Gas Natural Inc. | ||
| By: |
/s/ Thomas J. Smith | |
| Name: |
Thomas J. Smith | |
| Title: |
Chief Financial Officer | |
Dated: October 29, 2012