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EX-10.1 - EX-10.1 - Southwest Gas Holdings, Inc.d371274dex101.htm

 

UNITED STATES

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

Date of Report (Date of earliest event reported) March 28, 2017

SOUTHWEST GAS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

California   001-37976   81-3881866

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

5241 Spring Mountain Road    
Post Office Box 98510    
Las Vegas, Nevada     89193-8510
(Address of principal executive offices)     (Zip Code)

Registrant’s telephone number, including area code: (702) 876-7237

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 March 28, 2017, Southwest Gas Holdings, Inc. entered into a $100 million credit facility with the lenders party thereto, The Bank of New York Mellon, as Administrative Agent, Bank of America, N.A., as Co-Syndication Agent, JPMorgan Chase Bank, N.A., as Co-Syndication Agent, The Bank of New York Mellon, as Joint Lead Arranger and Joint Bookrunner, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arranger and Joint Bookrunner, and JPMorgan Chase Bank, N.A., as Joint Lead Arranger and Joint Bookrunner. The credit facility is scheduled to expire on March 28, 2022. Interest rates for the credit facility are calculated at either the London Interbank Offered Rate (“LIBOR”) or the “alternate base rate,” plus in each case an applicable margin that is determined based on Southwest Gas Holding’s senior unsecured debt rating. The applicable margin ranges from 0.750% to 1.500% for loans bearing interest with reference to LIBOR and from 0.000% to 0.500% for loans bearing interest with reference to the alternative base rate. Southwest Gas Holdings, Inc. is also required to pay a commitment fee on the unfunded portion of the commitments based on its senior unsecured long-term debt rating. The commitment fee ranges from 0.075% to 0.200% per annum.

The description of the credit facility does not purport to be complete and is qualified in its entirety by reference to the credit facility, 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 Number

  

Description

10.1    Southwest Gas Holdings, Inc. $100 million Credit Facility


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.
Date: March 31, 2017    

/s/ Gregory J. Peterson

    Gregory J. Peterson
    Vice President/Controller and
    Chief Accounting Officer


EXHIBIT INDEX

 

Exhibit Number

  

Description

10.1    Southwest Gas Holdings, Inc. $100 million Credit Facility