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EX-10.1 - EX-10.1 - EMPIRE DISTRICT ELECTRIC CO | a14-22786_1ex10d1.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): October 20, 2014
THE EMPIRE DISTRICT ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
Kansas
(State or other jurisdiction of incorporation)
1-3368 |
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44-0236370 |
(Commission File Number) |
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(IRS Employer Identification Number) |
602 S. Joplin Avenue, Joplin, Missouri |
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64801 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (417) 625-5100
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 October 20, 2014, The Empire District Electric Company (the Company) entered into a Credit Agreement (the Credit Agreement) with Wells Fargo Bank, National Association, as Administrative Agent (the Agent), Swingline Lender and Issuing Bank, and the other lenders party thereto.
The Credit Agreement provides for a revolving credit facility (the Revolving Credit Facility) with aggregate commitments of $200 million. The Revolving Credit Facility terminates on October 21, 2019. The Company may borrow, repay and reborrow amounts under the Revolving Credit Facility. The Credit Agreement provides for a letter of credit subfacility under the Revolving Credit Facility of $20 million and a swingline loan subfacility under the Revolving Credit Facility of $20 million.
Interest on borrowings under the Credit Agreement accrues at a rate equal to, at the Companys option, (i) the highest of (A) the Agents prime rate, (B) the federal funds rate plus 0.5% and (C) one month LIBOR plus 1.0%, in each case, plus a margin or (ii) one month, two month, three month or six month LIBOR, in each case, plus a margin. Each margin is based on the Companys current credit ratings and the pricing schedule in the Credit Agreement. As of the date hereof, and based on the Companys current credit ratings, the LIBOR margin under the Revolving Credit Facility is 1.025%.
A facility fee is payable quarterly on the full amount of the commitments under the Revolving Credit Facility based on the Companys current credit ratings. As of the date hereof, and based on the Companys current credit ratings, the facility fee rate is 0.175%. In addition, upon entering into the Credit Agreement, the Company paid upfront fees to the revolving credit banks of $257,700 in the aggregate.
The Revolving Credit Facility will be used for working capital, general corporate purposes and to back-up the Companys use of commercial paper. The Credit Agreement contains customary representations and warranties, covenants and events of default. Among other covenants, the Credit Agreement requires the Company to maintain (as of the last day of each fiscal quarter) a ratio of total indebtedness to capitalization of not more than 0.65 to 1.
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, which is attached as Exhibit 10.1 hereto and is hereby incorporated into this Item 1.01 by reference.
Item 1.02. Termination of a Material Definitive Agreement.
In connection with the entry of the Credit Agreement described above, the Company terminated its existing Third Amended and Restated Unsecured Credit Agreement, dated as of January 17, 2012, among the Company, UMB Bank, N.A. as Administrative Agent, and the lenders named therein. This agreement had provided for a $150 million revolving credit facility that was scheduled to terminate on January 17, 2017.
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 in Item 1.01 is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is filed herewith:
Exhibit No. |
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Description |
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10.1 |
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Credit Agreement, dated as of October 20, 2014, among The Empire District Electric Company, Wells Fargo Bank, as Administrative Agent, Swingline Lender and Issuing Bank, and the lenders named therein. |
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 hereunto duly authorized.
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THE EMPIRE DISTRICT ELECTRIC COMPANY | ||
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By: |
/s/ Laurie A. Delano | |
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Name: |
Laurie A. Delano |
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Title: |
Vice President - Finance & Chief Financial Officer |
Dated: October 22, 2014