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
Date of Report (Date of earliest event reported) October 7, 2011
Registrant, State of Incorporation, Address of | I.R.S. Employer | |||
Commission File Number |
Principal Executive Offices and Telephone Number |
Identification Number |
1-08788 | NV ENERGY, INC. Nevada 6226 West Sahara Avenue Las Vegas, Nevada 89146 (702) 402-5000 |
88-0198358 |
None
(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(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
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)) |
TABLE OF CONTENTS
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Item 1.01 | Entry Into a Material Definitive Agreement |
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant |
On October 7, 2011, NV Energy, Inc. (NVE), entered into a $195 million Term Loan Agreement
with JPMorgan Chase Bank, N.A., as Administrative Agent and a Lender, PNC Bank, National
Association, as a Lender and Co-Documentation Agent, U.S. Bank National Association, as a Lender
and Co-Documentation Agent, and J.P. Morgan Securities LLC as Sole Lead Arranger and Sole Book
Runner (the Term Loan). The Term Loan is an unsecured, single-draw loan that is due on October 7,
2014.
Borrowings under the Term Loan will bear interest at either an applicable base rate (defined
as the highest of the Prime Rate, the Federal Funds Rate plus 1/2 of 1.0% and the Adjusted LIBO Rate
plus 1.0%) plus a margin, or the Adjusted LIBO Rate plus a margin. The margin varies based upon
NVEs long-term unsecured debt credit rating by S&P and Moodys. Currently, NVEs applicable base
rate margin is 1.00% and the LIBOR rate margin is 2.00%. However, NVE has entered into an interest
rate swap agreement to effectively lock the interest rate at 2.81 percent for the length of the
loan. Proceeds from the Term Loan will be used to redeem and retire all of NVEs outstanding 6
3/4% Senior Notes due August 15, 2017 in an aggregate principal amount of $191,500,000.
The Term Loan contains customary conditions of borrowing, customary events of default and
customary affirmative and negative covenants. The Term Loan includes (i) a financial covenant to
maintain a ratio of total consolidated indebtedness to total
consolidated capitalization, determined on the last day of each
fiscal quarter ending on and after September 30, 2011, not to exceed 0.70 to 1.00 and (ii) a fixed
charge covenant that requires NVE not to permit the fixed charge coverage ratio, determined on the
last day of each fiscal quarter ending on and after September 30, 2011, to be less than 1.50 to
1.00. Indebtedness under the Term Loan may be accelerated upon the occurrence of an event of
default, including cross-default to other indebtedness in excess of $35 million.
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SIGNATURE
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, thereunto duly authorized.
NV Energy, Inc. (Registrant) |
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Date: October 7, 2011 | By: | /s/ E. Kevin Bethel | ||
E. Kevin Bethel | ||||
Chief Accounting Officer | ||||
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