SOUTHWEST GAS HOLDINGS, INC. : Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Registrant Arrangement, Financial Statements and Exhibits (Form 8-K)
Item 1.01. Conclusion of a significant definitive agreement.
Closing of the issuance of senior notes
March 22, 2022, Southwest Gas Corporation(the "Company"), a wholly owned subsidiary of Southwest Gas Holdings, Inc.(the "Parent"), completed a public offering of $600 millionaggregate principal amount of 4.05% Senior Notes due 2032 (the "Notes") pursuant to an Underwriting Agreement, dated March 17, 2022, with KeyBanc Capital Markets Inc., MUFG Securities Americas Inc., TD Securities (USA) LLCand U.S. Bancorp Investments, Inc., as representatives of the underwriters named therein (the "Underwriting Agreement"). The Notes were registered under the Securities Act of 1933, as amended, pursuant to an effective shelf registration statement on Form S-3 (File No. 333-251074-01) filed with the Securities and Exchange Commissionon December 2, 2020. The Company received net proceeds from the sale of the Notes of approximately $592.7 million, after deducting underwriting discounts and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the offering to redeem the Company's outstanding 3.875% Senior Notes due 2022 in full, to repay the outstanding amounts under the Company's credit facility and the remainder for general corporate purposes.
The Notes have been issued pursuant to an indenture dated
The Notes bear interest at a fixed rate equal to 4.05% per year, payable semi-annually in arrears on
March 15and September 15of each year beginning on September 15, 2022. The Notes are unsecured and unsubordinated obligations of the Company and are not guaranteed by the Parent. The Notes rank equal in right of payment with all existing and future senior unsecured debt of Southwest Gas Corporationand senior in right of payment to all existing and future subordinated debt of Southwest Gas Corporation. The Notes will mature on March 15, 2032. At any time prior to December 15, 2031(the "Par Call Date"), the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points, less (b) interest accrued to, but excluding, the date of redemption; and (2) 100% of the principal amount of the Notes then outstanding to be redeemed, plus, in either case, accrued and unpaid interest to, but excluding, the redemption date. On or after the Par Call Date, the Company may redeem the Notes in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest up to, but excluding, the redemption date.
The foregoing descriptions of the Underwriting Agreement, Indenture and Notes do not purport to be complete and are qualified in their entirety by reference to the Underwriting Agreement, Supplemental Indenture and Notes, which are attached hereto as Schedules 1.1, 4.1 and 4.2. , respectively, and are incorporated herein by reference.
Signature of a modified term loan agreement
The Amended Term Loan Agreement, among other things, (1) extends the maturity date of the Term Loan to
The above description of the Amended Term Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended Term Loan Agreement, which is attached hereto as Schedule 10.1 and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation under a
Off-Balance Sheet Arrangement of Registrant.
The description presented in point 1.01 is incorporated herein by reference.
Section 9.01. Financial statements and supporting documents.
(d) Exhibits Exhibit Number Description 1.1 Underwriting Agreement, dated
March 17, 2022, by and among Southwest Gas Corporationand KeyBanc Capital Markets Inc., MUFG Securities Americas Inc., TD Securities (USA) LLCand U.S. Bancorp Investments, Inc., as representatives of the underwriters named therein. 4.1 Third Supplemental Indenture, dated March 22, 2022, by and between Southwest Gas Corporationand The Bank of New York Mellon Trust Company, N.A., as Trustee. 4.2 Form of 4.05% Senior Note due 2032 (included in Exhibit 4.1) 5.1 Opinion of Morrison & Foerster LLPregarding the legality of the Notes 10.1 Amendment No. 1, dated as of March 22, 2022, to the Term Loan Agreement, dated as of March 23, 2021, by and among Southwest Gas Corporation, the lenders, book runners and syndication agents party thereto and The Bank of New York Mellon, as Administrative Agent. 23.1 Consent of Morrison & Foerster LLP(included in Exhibit 5.1) 104 Cover Page formatted in Inline XBRL.
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