UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
(Date of report) March 17, 2022
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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| Item 1.01 | Entry into a Material Definitive Agreement |
Effective March 16, 2022, we entered into the first amendment to second amended and restated credit agreement (the “Amendment Agreement”) related to our $1.0 billion second amended and restated revolving credit agreement, dated as of March 16, 2021 (the “Credit Agreement”), with Bank of America, N.A., as administrative agent, swing line lender, and a letter of credit issuer, and the other lenders and letter of credit issuers party thereto from time to time.
The Amendment Agreement extends the maturity date of the Credit Agreement from March 16, 2026 to March 16, 2027, and amends the Credit Agreement to provide that we may extend the maturity date, subject to the lenders’ consent, by one year two additional times. The Amendment Agreement also amends the Credit Agreement to change the benchmark rate from London Interbank Offered Rate (“LIBOR”) to the secured overnight financing rate as administered by the Federal Reserve Bank of New York (“SOFR”). All other material terms and conditions of the Credit Agreement remain in full force and effect.
Some of the lenders under the Credit Agreement and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, commercial and investment banking services for us, for which they received or will receive customary fees and expenses. Certain affiliates of the lenders under the Credit Agreement were underwriters of our prior underwritten note issuance and may serve as underwriters in any future note and/or equity issuances. In addition, certain of the lenders under the Credit Agreement and their respective affiliates act as dealers in connection with our commercial paper program.
The foregoing description of the Amendment Agreement is not complete and is in all respects subject to the actual provisions of the Amendment Agreement, a copy of which has been filed as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit |
Description | |
| 10.1 | First Amendment to Second Amended and Restated Credit Agreement, dated as of March 16, 2022, among ONE Gas, Inc., Bank of America, N.A., as administrative agent, swing line lender, and a letter of credit issuer, and the lenders party thereto. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused the report to be signed on its behalf by the undersigned hereunto duly authorized.
| ONE Gas, Inc. | ||||||
| By: | /s/ Brian K. Shore | |||||
| Date: March 17, 2022 | Brian K. Shore | |||||
| Vice President, Associate General Counsel and Secretary | ||||||