UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of December, 2018
Commission File Number 001-37915
FORTIS INC.
(Translation of registrants name into English)
Fortis Place, Suite 1100
5 Springdale Street
St. Johns, Newfoundland and Labrador
Canada, A1E 0E4
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F o |
Form 40-F x |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
Exhibit 99.1 to this report, furnished on Form 6-K, is furnished, not filed, and will not be incorporated by reference into any registration statement filed by the registrant under the Securities Act of 1933, as amended.
EXHIBITS
Exhibit No. |
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Description |
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99.1 |
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First Amending Agreement re: Third Amended and Restated Credit Agreement, dated as of May 11, 2018 |
SIGNATURES
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.
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FORTIS INC. | ||
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Date: December 10, 2018 |
By: |
/s/ James R. Reid | ||
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Name: |
James R. Reid | |
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Title: |
Executive Vice President, Chief Legal Officer and Corporate Secretary | |
EXECUTION COPY
FIRST AMENDING AGREEMENT
RE: THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIS AGREEMENT made as of the 11th day of May, 2018.
BETWEEN:
THE BANK OF NOVA SCOTIA,
a Canadian chartered bank
(herein, in its capacity as administrative agent of the Lenders, called the Agent)
and
THE BANK OF NOVA SCOTIA,
CANADIAN IMPERIAL BANK OF COMMERCE,
ROYAL BANK OF CANADA,
BANK OF MONTREAL,
THE TORONTO-DOMINION BANK,
NATIONAL BANK OF CANADA,
HSBC BANK CANADA,
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., CANADA BRANCH
BANK OF AMERICA, N.A., CANADA BRANCH,
MORGAN STANLEY BANK, N.A.,
FEDERATION DES CAISSES DESJARDINS DU QUEBEC AND
WELLS FARGO BANK, NATIONAL ASSOCIATION
(herein, in their capacities as lenders to the Borrower, collectively called the Lenders and individually called a Lender)
and
FORTIS INC.,
a corporation existing under the laws of the Province of Newfoundland and Labrador
(herein called the Borrower)
WHEREAS, pursuant to a third amended and restated credit agreement made as of July 31, 2017 among the Borrower, the Agent and the Lenders (the Credit Agreement), the Lenders have established a certain credit facility in favour of the Borrower;
AND WHEREAS the parties hereto wish to amend certain provisions of the Credit Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements contained herein, the parties covenant and agree as follows:
ARTICLE 1
DEFINED TERMS
1.1 Capitalized Terms
All capitalized terms which are used herein without being specifically defined herein shall have the meaning ascribed thereto in the Credit Agreement as amended hereby.
ARTICLE 2
AMENDMENTS
2.1 General Rule
Subject to the terms and conditions herein contained, the Credit Agreement is hereby amended to the extent necessary to give effect to the provisions of this agreement and to incorporate the provisions of this agreement into the Credit Agreement.
2.2 Defined Terms
Section 1.1 of the Credit Agreement is hereby amended by deleting the reference to July 30, 2022 in the definition of Maturity Date and substituting July 30, 2023 therefor.
2.3 General Interest Rules
Section 7.3(a) of the Credit Agreement is hereby amended by adding the following language to the end thereof:
The Borrower confirms that it fully understands and is able to calculate the rates of interest and fees applicable to advances based on the methodology for calculating per annum rates provided for in this Agreement. The Agent agrees that if requested in writing by the Borrower it will calculate the nominal and effective per annum rate of interest or fees on any advance outstanding at the time of such request and provide such information to the Borrower promptly following such request; provided that any error in any such calculation, or any failure to provide such information on request, shall not relieve the Borrower of any of its obligations under this Agreement or any other Loan Document, nor result in any liability to the Agent or any Lender. To the extent permitted by law, the Borrower hereby irrevocably agrees not to plead or assert, whether by way of defence or otherwise, in any proceeding relating to any Loan Document, that the interest or fees payable under any Loan Document and the calculation thereof has not been adequately disclosed to the Borrower, whether pursuant to section 4 of the Interest Act (Canada) or any other applicable law or legal principle..
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties
To induce the Lenders and the Agent to enter into this agreement, the Borrower hereby represents and warrants to the Lenders and the Agent that the representations and warranties of the Borrower which are contained in Section 10.1 of the Credit Agreement are true and correct on the date hereof as if made of the date hereof and that, as of the date hereof, no Material Adverse Change has occurred since December 31, 2017. This representation and warranty is given solely as of the date of this agreement and the provisions of Section 12.1(c) of the Credit Agreement do not apply to the representations and warranties in this Section 3.1.
ARTICLE 4
CONDITIONS PRECEDENT TO EFFECTIVENESS OF AGREEMENT
4.1 Conditions Precedent
This agreement shall not become effective until the following conditions precedent are fulfilled:
(a) the Borrower shall have paid to the Administrative Agent, on behalf of each Lender, the extension fee referred to in Section 5.1; and
(b) this agreement shall be executed and delivered by the Borrower, the Administrative Agent and the Lenders.
ARTICLE 5
MISCELLANEOUS
5.1 Extension Fee
On the execution and delivery of this agreement, the Borrower shall pay to each Lender an extension fee equal to its respective Individual Commitment multiplied by 0.05% (5.0 basis points) for an aggregate extension fee of $650,000. Each such payment is non-refundable and fully-earned upon execution of this agreement.
5.2 Future References to the Credit Agreement
On and after the date of this agreement, each reference in the Credit Agreement to this agreement, hereunder, hereof, or words of like import referring to the Credit Agreement and each reference in any related document to the Credit Agreement, thereunder, thereof, or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby. The Credit Agreement, as amended hereby, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.
5.3 Governing Law
This agreement shall be governed by and construed in accordance with the Laws of the Province of Ontario and the federal Laws of Canada applicable therein.
5.4 Enurement
This agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns.
5.5 Conflict
If any provision of this agreement is inconsistent or conflicts with any provision of the Credit Agreement, the relevant provision of this agreement shall prevail and be paramount.
5.6 Further Assurances
The Borrower shall do, execute and deliver or shall cause to be done, executed and delivered all such further acts, documents and things as the Agent may reasonably request for the purpose of giving effect to this agreement and to each and every provision hereof.
5.7 Counterparts
This agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF the parties hereto have executed and delivered this agreement on the date first above written.
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FORTIS INC. | ||
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By: |
/s/ Karen Gosse | |
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Name: |
Karen Gosse |
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Title: |
Vice-President Treasury & Planning |
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By: |
/s/ Regan ODea | |
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Name: |
Regan ODea |
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Title: |
Vice President, General Counsel |
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THE BANK OF NOVA SCOTIA as Agent | ||
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By: |
/s/ Clement Yu | |
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Name: |
Clement Yu |
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Title: |
Director |
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By: |
/s/ Venita Ramjattan | |
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Name: |
Venita Ramjattan |
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Title: |
Analyst |
First Amending Agreement
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THE BANK OF NOVA SCOTIA as Lender | ||
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By: |
/s/ Randall S. Hartlen | |
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Name: |
Randall S. Hartlen |
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Title: |
Managing Director |
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By: |
/s/ Annette M. dEon | |
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Name: |
Annette M. dEon |
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Title: |
Associate Director |
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CANADIAN IMPERIAL BANK OF COMMERCE | ||
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By: |
/s/ Peter Mastromarini | |
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Name: |
Peter Mastromarini |
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Title: |
Managing Director & Head |
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By: |
/s/ Giovanni Strazzullo | |
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Name: |
Giovanni Strazzullo |
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Title: |
Executive Director |
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ROYAL BANK OF CANADA | ||
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By: |
/s/ Timothy P. Murray | |
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Name: |
Timothy P. Murray |
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Title: |
Authorized Signatory |
First Amending Agreement
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BANK OF MONTREAL | ||
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By: |
/s/ Steven Patchet | |
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Name: |
Steven Patchet |
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Title: |
Vice President |
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THE TORONTO-DOMINION BANK | ||
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By: |
/s/ Hassan Abbas | |
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Name: |
Hassan Abbas |
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Title: |
Vice President |
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By: |
/s/ Matthew Hendel | |
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Name: |
Matthew Hendel |
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Title: |
Managing Director |
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NATIONAL BANK OF CANADA | ||
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By: |
/s/ Gil Herritt | |
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Name: |
Gil Herritt |
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Title: |
Vice-President |
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By: |
/s/ David Torrey | |
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Name: |
David Torrey |
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Title: |
Managing Director |
First Amending Agreement
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HSBC BANK CANADA | ||
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By: |
/s/ Ted Bertola | |
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Name: |
Ted Bertola |
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Title: |
Associate, Global Banking |
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By: |
/s/ Casey Coates | |
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Name: |
Casey Coates |
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Title: |
Managing Director, Global Banking |
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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., CANADA BRANCH | ||
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By: |
/s/ Michael Quinn | |
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Name: |
Michael Quinn |
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Title: |
Director |
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BANK OF AMERICA, N.A., CANADA BRANCH | ||
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By: |
/s/ Marc Ahlers | |
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Name: |
Marc Ahlers |
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Title: |
Director |
First Amending Agreement
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MORGAN STANLEY BANK, N.A. | ||
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By: |
/s/ Michael King | |
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Name: |
Michael King |
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Title: |
Authorized Signatory |
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FÉDÉRATION DES CAISSES DESJARDINS DU QUÉBEC | ||
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By: |
/s/ Michel Voyer | |
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Name: |
Michel Voyer |
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Title: |
Director, Corporate Banking |
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By: |
/s/ Mathieu Talbot | |
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Name: |
Mathieu Talbot |
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Title: |
Managing Director and Head of Corporate Banking |
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WELLS FARGO BANK, N.A., CANADIAN BRANCH | ||
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By: |
/s/ David Wright | |
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Name: |
David Wright |
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Title: |
Director |
First Amending Agreement