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) October 23, 2023
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices)
(Zip code)
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(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:
| Written communication 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry Into a Material Definitive Agreement |
Effective October 20, 2023, ONE Gas, Inc. (the “Company”) entered into a commitment increase agreement (the “Increase Agreement”) related to its $1.0 billion second amended and restated revolving credit agreement, dated as of March 16, 2021, as amended (the “Credit Agreement”), with Bank of America, N.A., as administrative agent, swing line lender, and letter of credit issuer, and the other lenders and letter of credit issuers party thereto from time to time. The Increase Agreement increases the aggregate commitments available under the Credit Agreement from $1,000,000,000 to $1,200,000,000. All other 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 the Company, for which they received or will receive customary fees and expenses. Certain affiliates of the lenders under the Credit Agreement were underwriters of the Company’s prior underwritten note and equity issuances 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 the Company’s commercial paper program, and also as managers, forward purchasers and/or forward sellers, including under the Company’s at-the-market equity program.
The foregoing description of the Increase Agreement is not complete and is in all respects subject to the actual provisions of the Increase 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 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information included under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | Commitment Increase Agreement, dated as of October 20, 2023, among ONE Gas, Inc., Bank of America, N.A., as administrative agent, swing line lender, and letter of credit issuer, and the other lenders and letter of credit issuers parties thereto. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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SIGNATURE
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Date: October 23, 2023
| ONE Gas, Inc. | ||
| By: | /s/ Caron A. Lawhorn | |
| Name: | Caron A. Lawhorn | |
| Title: | Senior Vice President and | |
| Chief Financial Officer | ||
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Exhibit 10.1
COMMITMENT INCREASE AGREEMENT
(Commitment Increase Pursuant to Section 2.16 of Credit Agreement)
This COMMITMENT INCREASE AGREEMENT (this “Agreement”) dated as of October 20, 2023 (“Increase Effective Date”) is entered into by and among ONE GAS, INC., an Oklahoma corporation (“Borrower”), BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, “Administrative Agent”), Swing Line Lender and L/C Issuer and, the undersigned Lenders (as defined in the Credit Agreement) who are increasing their Commitments (as defined in the Credit Agreement) (collectively, the “Increasing Lenders”). Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement (as hereinafter defined).
R E C I T A L S
A. Reference is hereby made to that certain Second Amended and Restated Credit Agreement dated March 16, 2021, among the Borrower, the Administrative Agent and the Lenders, as amended by that certain First Amendment to Second Amended and Restated Credit Agreement dated March 16, 2022, as further amended by that certain Extension Agreement, dated as of March 16, 2023 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).
B. Pursuant to Section 2.16 of the Credit Agreement, Borrower has requested an increase in the Aggregate Commitments from $1,000,000,000 to $1,200,000,000 (such incremental increase, the “Facility Increase”).
C. Each of the undersigned Increasing Lenders has agreed to increase its Commitment as set forth on Schedule 2.01 attached hereto.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Increase in Commitments of Increasing Lenders. Effective as of the Increase Effective Date, each Increasing Lender hereby agrees to increase its Commitment such that its Commitment under the Credit Agreement shall be in the amount set forth opposite such Increasing Lender’s name on Schedule 2.01 attached hereto.
2. Conditions Precedent to Effectiveness. This Agreement shall be effective as of the Increase Effective Date, provided that: (a) Administrative Agent shall have received (i) counterparts of this Agreement, executed by Borrower and each Increasing Lender, (ii) the certificates and resolutions required by Section 2.16(c) of the Credit Agreement, (iii) to the extent required by any Increasing Lender, a Note and (b) Borrower shall have paid all fees and expenses that are required to be paid as of the Increase Effective Date.
3. Affirmation and Ratification of Loan Documents. The Borrower hereby (a) ratifies and affirms each Loan Document to which it is a party (as modified by the Facility Increase), (b) agrees that all of its obligations and covenants under each Loan Document to which it is a party shall remain unimpaired by the execution and delivery of this Agreement and the other documents and instruments executed in connection herewith, and (c) agrees that each Loan Document to which it is a party (as modified by the Facility Increase) shall remain in full force and effect. This Agreement is a Loan Document.
4. Miscellaneous. (a) Headings and captions may not be construed in interpreting provisions; (b) this Agreement shall be governed by, and construed in accordance with, the law of the State of New York; and (c) this Agreement may be in the form of an Electronic Record and may be executed using Electronic Signatures (including, without limitation, facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record. This Agreement may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Agreement. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by Administrative Agent of a manually-signed paper communication which has been converted into electronic form (such as scanned into .pdf format), or an electronically signed communication converted into another format, for transmission, delivery and/or retention.
5. ENTIRE AGREEMENT. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, TOGETHER WITH THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
[Signature Pages to Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
| ONE GAS, INC. | ||
| By: | /s/ Caron A. Lawhorn | |
| Name: Caron A. Lawhorn | ||
| Title: Senior Vice President and Chief Financial Officer | ||
Signature Page to
Commitment Increase Agreement
| ADMINISTRATIVE AGENT: | ||
| BANK OF AMERICA, N.A., as Administrative Agent | ||
| By: | /s/ Dianna Benner | |
| Name: Dianna Benner | ||
| Title: Assistance Vice President | ||
Signature Page to
Commitment Increase Agreement
| INCREASING LENDERS: | ||
| BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender | ||
| By: | /s/ Christopher J. Heitker | |
| Name: Christopher J. Heitker | ||
| Title: Director | ||
Signature Page to
Commitment Increase Agreement
| JPMORGAN CHASE BANK, N.A., as a Lender and L/C Issuer | ||
| By: | /s/ Khawaja Tariq | |
| Name: Khawaja Tariq | ||
| Title: Vice President | ||
Signature Page to
Commitment Increase Agreement
| MIZUHO BANK, LTD., as a Lender and L/C Issuer | ||
| By: | /s/ Edward Sacks | |
| Name: Edward Sacks | ||
| Title: Authorized Signatory | ||
Signature Page to
Commitment Increase Agreement
| U.S. BANK NATIONAL ASSOCIATION, as a Lender and L/C Issuer | ||
| By: | /s/ Michael E. Temnick | |
| Name: Michael E. Temnick | ||
| Title: Senior Vice President | ||
Signature Page to
Commitment Increase Agreement
| TRUIST BANK, as a Lender and L/C Issuer | ||
| By: | /s/ June Lien | |
| Name: Justin Lien | ||
| Title: Director | ||
Signature Page to
Commitment Increase Agreement
| ROYAL BANK OF CANADA, as a Lender and L/C Issuer | ||||
| By: | /s/ Meg Donnelly | |||
| Name: Meg Donnelly | ||||
| Title: Authorized Signatory | ||||
Signature Page to
Commitment Increase Agreement
| BOKF, NA DBA BANK OF OKLAHOMA, as a Lender | ||||
| By: | /s/ Elizabeth Chase | |||
| Name: Elizabeth Chase | ||||
| Title: Vice President | ||||
Signature Page to
Commitment Increase Agreement
SCHEDULE 2.01
COMMITMENTS
AND PRO RATA SHARES
| Lender |
Commitment | Pro Rata Share | ||||||
| Bank of America, N.A. |
$ | 148,000,000.00 | 12.333333334 | % | ||||
| JPMorgan Chase Bank, N.A. |
$ | 148,000,000.00 | 12.333333334 | % | ||||
| Mizuho Bank, Ltd. |
$ | 148,000,000.00 | 12.333333333 | % | ||||
| Royal Bank of Canada |
$ | 148,000,000.00 | 12.333333333 | % | ||||
| Truist Bank |
$ | 148,000,000.00 | 12.333333333 | % | ||||
| U.S. Bank National Association |
$ | 148,000,000.00 | 12.333333333 | % | ||||
| Wells Fargo Bank, National Association |
$ | 117,000,000.00 | 9.750000000 | % | ||||
| BOKF, NA dba Bank of Oklahoma |
$ | 75,000,000.00 | 6.250000000 | % | ||||
| Arvest Bank |
$ | 60,000,000.00 | 5.000000000 | % | ||||
| UMB Bank, N.A. |
$ | 60,000,000.00 | 5.000000000 | % | ||||
| Total |
$ | 1,200,000,000.00 | 100.00000000 | % | ||||
Document and Entity Information |
Oct. 20, 2023 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001587732 |
| Document Type | 8-K |
| Document Period End Date | Oct. 20, 2023 |
| Entity Registrant Name | ONE Gas, Inc. |
| Entity Incorporation State Country Code | OK |
| Entity File Number | 001-36108 |
| Entity Tax Identification Number | 46-3561936 |
| Entity Address, Address Line One | 15 East Fifth Street |
| Entity Address, City or Town | Tulsa |
| Entity Address, State or Province | OK |
| Entity Address, Postal Zip Code | 74103 |
| City Area Code | (918) |
| Local Phone Number | 947-7000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, par value $0.01 per share |
| Trading Symbol | OGS |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |