UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) | December 17, 2021 | |||||||||||||
| (Commission File Number) | (Exact Name of Registrants as Specified in Their Charters) | (I.R.S. Employer Identification No.) | ||||||||||||
| 1-12579 | OGE ENERGY CORP. | 73-1481638 | ||||||||||||
| 1-1097 | OKLAHOMA GAS AND ELECTRIC COMPANY | 73-0382390 | ||||||||||||
| Oklahoma | ||||||||||||||
| (State or Other Jurisdiction of Incorporation) | ||||||||||||||
| 321 North Harvey | P.O. Box 321 | Oklahoma City | Oklahoma | 73101-0321 | ||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
(405) 553-3000
(Registrant's telephone number, including area code)
| 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 (see General Instruction A.2. below):
| ☐ | Written communications 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:
| Registrant | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||
| OGE Energy Corp. | Common Stock | OGE | New York Stock Exchange | ||||||||
| Oklahoma Gas and Electric Company | None | N/A | N/A | ||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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
Item 1.02. Termination of a Material Definitive Agreement
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On December 17, 2021 (the "Closing Date"), OGE Energy Corp. ("OGE Energy") and its subsidiary, Oklahoma Gas and Electric Company ("OG&E"), each entered into a new unsecured five-year revolving credit facility (each, a "New Facility" and collectively, the "New Facilities"). Each of the New Facilities is scheduled to terminate on December 17, 2026. However, each of OGE Energy and OG&E have the right to request an extension of the revolving credit facility termination date under their respective New Facility for an additional one-year period, which extension option can be exercised up to two times. All such extension requests are subject to majority lender group approval (and only the commitments of those lenders that consent to such extension (or that agree to replace any non-consenting lender) will be extended for such additional period).
OGE Energy's $550 million New Facility is with Wells Fargo Bank, National Association, as Agent, JPMorgan Chase Bank, N.A. and Mizuho Bank, Ltd., as Co-Syndication Agents, MUFG Union Bank, N.A., Royal Bank of Canada and U.S. Bank National Association, as Co-Documentation Agents, and the several lenders from time to time parties thereto. OGE Energy's New Facility replaced its current $450 million revolving credit facility entered into on March 8, 2017, which was replaced on the Closing Date. OGE Energy's old facility was set to expire on March 8, 2024. As of the Closing Date, there were no borrowings outstanding under OGE Energy's replaced facility or OGE Energy's New Facility. Borrowings under OGE Energy's New Facility shall bear interest at rates equal to either the eurodollar base rate (reserve adjusted, if applicable), plus a margin of 0.80 percent to 1.475 percent, or an alternate base rate, plus a margin of 0.0 percent to 0.475 percent. OGE Energy's New Facility includes customary LIBOR replacement language. OGE Energy's New Facility has a facility fee that ranges from 0.075 percent to 0.275 percent. Interest rate margins and facility fees are based on OGE Energy's then-current senior unsecured credit ratings.
OG&E's $550 million New Facility is with Wells Fargo Bank, National Association, as Agent, JPMorgan Chase Bank, N.A. and Mizuho Bank, Ltd., as Co-Syndication Agents, MUFG Union Bank, N.A., Royal Bank of Canada and U.S. Bank National Association, as Co-Documentation Agents, and the several lenders from time to time parties thereto. OG&E's New Facility replaced its current $450 million revolving credit facility entered into on March 8, 2017, which was replaced on the Closing Date. OG&E's old facility was set to expire on March 8, 2024. As of the Closing Date, there were no revolving loan borrowings outstanding, and $0.4 million of standby letters of credit outstanding, under OG&E's old facility. The outstanding letters of credit were assumed under OG&E's New Facility on the Closing Date and, as such, will be outstanding under OG&E's New Facility as of the Closing Date. Borrowings under OG&E's New Facility shall bear interest at rates equal to either the eurodollar base rate (reserve adjusted, if applicable), plus a margin of 0.69 percent to 1.275 percent, or an alternate base rate, plus a margin of 0.0 percent to 0.275 percent. OG&E's New Facility includes customary LIBOR replacement language. OG&E's New Facility has a facility fee that ranges from 0.06 percent to 0.225 percent. Interest rate margins and facility fees are based on OG&E's then-current senior unsecured credit ratings.
Each of the New Facilities contains a mechanism which, subject to approval by the respective borrower, the sustainability structuring agent, and the required lenders, permits a reduction in the applicable margin and/or facility fees if the respective borrower meets certain environmental, social and governance targets.
Each of the New Facilities provides for issuance of letters of credit, provided that (i) the aggregate outstanding credit exposure shall not exceed the amount of the revolving credit facilities and (ii) the aggregate outstanding stated amount of letters of credit issued under such facility shall not exceed a specified maximum sublimit ($100 million for each of OGE Energy and OG&E). Advances under the New Facilities may be used to refinance existing indebtedness and for working capital and general corporate purposes of the respective borrower and its subsidiaries, including commercial paper liquidity support, letters of credit, acquisitions and distributions.
Each of the New Facilities is unsecured and, under certain circumstances, may be increased (by up to $150 million in each case for OGE Energy and OG&E), to a maximum revolving commitment limit of $700 million and $700 million for OGE Energy and OG&E, respectively. Advances of revolving loans and letters of credit under the New Facilities are subject to certain conditions precedent, including the accuracy of certain representations and warranties and the absence of any default or unmatured default.
The New Facilities each has a financial covenant requiring that the respective borrower maintain a maximum debt to capitalization ratio of 65 percent, as defined in each such New Facility. The New Facilities each also contains covenants which restrict the respective borrower and certain of its subsidiaries in respect of, among other things, mergers and consolidations, sales of all or substantially all assets, incurrence of liens and transactions with affiliates. The New Facilities are each subject to
acceleration upon the occurrence of any default, including, among others, payment defaults on such facilities, breach of representations, warranties and covenants, acceleration of indebtedness (other than intercompany and non-recourse indebtedness) of $100 million or more in the aggregate, change of control (as defined in each such New Facility), nonpayment of uninsured judgments in excess of $100 million, and the occurrence of certain ERISA and bankruptcy events, subject where applicable to specified cure periods.
For further information regarding the terms of the New Facilities, see the credit agreements which are attached as Exhibit 99.01 and Exhibit 99.02 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
This combined Current Report on Form 8-K is being filed separately by OGE Energy and OG&E (Registrants). Information contained herein relating to any individual Registrant has been filed by such Registrant on its own behalf. No Registrant makes any representation as to information relating to any other Registrant.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| OGE ENERGY CORP. | ||||||||||||||||||||
| OKLAHOMA GAS AND ELECTRIC COMPANY | ||||||||||||||||||||
| (Registrant) | ||||||||||||||||||||
| By: | /s/ Sarah R. Stafford | |||||||||||||||||||
| Sarah R. Stafford | ||||||||||||||||||||
| Controller and Chief Accounting Officer | ||||||||||||||||||||
December 21, 2021