| ITEM 2.03. | CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. |
As previously reported, on June 25, 2021, Oncor Electric Delivery Company LLC (“Oncor”) entered into a Term Loan Credit Agreement (the “Term Loan Agreement”) among Oncor, as borrower, the lenders listed therein (the “Lenders”), and Sumitomo Mitsui Banking Corporation (“SMBC”), as administrative agent for the Lenders and as a Lender. The Term Loan Agreement, which matures on August 15, 2022, provides for a term loan credit facility in an aggregate principal amount of up to $540 million that may be borrowed through up to four borrowings, which borrowings may be made at any time, at Oncor’s option, before August 30, 2021. Oncor previously borrowed $20 million in June 2021 under the Term Loan Agreement.
On July 28, 2021, Oncor borrowed the remaining $520 million available under the Term Loan Agreement. As a result, Oncor has borrowed the entire $540 million aggregate principal amount available under the Term Loan Agreement, and no additional amounts remain available for borrowing under it. Oncor intends to use the proceeds for general corporate purposes. Borrowings under the Term Loan Agreement bear interest at a per annum rate equal to, at Oncor’s option, (i) London Interbank Offered Rate (“LIBOR”) plus 0.60% or (ii) an alternate base rate (the highest of (1) the prime rate of SMBC, (2) the federal funds effective rate plus 0.50%, and (3) daily one-month LIBOR plus 1%).
Additional details regarding the Term Loan Agreement are contained in Item 1.01 and Item 2.03 of Oncor’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 29, 2021 (“Prior 8-K”) and are incorporated herein by reference. The foregoing discussion of the terms of the Term Loan Agreement is not complete and is subject to, and qualified in its entirety by reference to, the Term Loan Agreement filed as Exhibit 10.1 to the Prior 8-K.
| ITEM 5.02. | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
On July 27, 2021, Richard C. Hays, Vice President and Controller of Oncor, delivered a letter to Oncor indicating that he is retiring, with his last date of employment to be August 31, 2021. Oncor’s Controller is its principal accounting officer, and upon his retirement Mr. Hays will cease serving in such role.
On July 28, 2021, Oncor’s Board of Directors elected W. Alan Ledbetter as Oncor’s Controller, effective September 1, 2021. As Controller, Mr. Ledbetter will serve as the principal accounting officer of Oncor. Mr. Ledbetter, 61, has been employed by Oncor and its former affiliated entities since 1981. He has served as Oncor’s Assistant Controller since February 2019, and from March 2013 to February 2019 served as Director, Planning & Economic Analysis. He has held a number of other management and professional positions in Oncor as well as in its former affiliated companies, covering such areas as accounting, corporate business planning, internal audit and regulatory services. Mr. Ledbetter is a Certified Public Accountant licensed in the State of Texas. As Controller, Mr. Ledbetter will be eligible to receive annual incentives under the Company’s Sixth Amended and Restated Executive Annual Incentive Plan. For a description of this plan, see Oncor’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
On July 29, 2021, the Public Utility Commission of Texas (PUCT) approved an order in PUCT Docket No. 52100 extending Oncor’s deadline for filing a base-rate case from October 2021 to June 1, 2022. As a result, Oncor must now file a base-rate case on or before June 1, 2022.
