UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report: November 18, 2022
Date of earliest event reported: November 16, 2022
Commission file number | Registrant, State of Incorporation or Organization, Address of Principal Executive Offices and Telephone Number | IRS Employer Identification Number | ||
001-36108 | ONE GAS, INC. (an Oklahoma corporation) 15 East Fifth Street Tulsa, Oklahoma 74103 (918) 947-7000 | 46-3561936 | ||
333-267322-01 | KANSAS GAS SERVICE SECURITIZATION I, L.L.C. (a Delaware limited liability company) 15 East Fifth Street, Suite 2662 Tulsa, Oklahoma 74103 (918) 947-7095 | 88-3970012 |
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:
Title of each class | Trading Symbol | Name of exchange on which registered | ||
Common Stock, par value $0.01 per share | OGS | New York Stock Exchange |
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 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934(§240.12b-2
of this chapter).Emerging growth company ☐
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 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On November 16, 2022, the Limited Liability Company
Agreement of Kansas Gas Service Securitization I, L.L.C., a Delaware limited liability company (the “Issuing Entity”), was amended and restated (the “A&R LLC Agreement”) in the form
previously disclosed on the Issuing Entity’s Current Report on Form8-K
filed with the Securities and Exchange Commission on November 14, 2022 and described in the Prospectus (as defined below). The A&R LLC Agreement was adopted by Kansas Gas Service, a Division of ONE Gas, Inc., the sole member of the Issuing Entity.Item 8.01
Other Events
On November 18, 2022, the Issuing Entity issued $336,000,000 aggregate principal amount of its Series
2022-A
Senior Secured Securitized Utility Tariff Bonds, Tranche A (the “Securitized Utility Tariff Bonds”), pursuant to an Indenture, dated as of November 18, 2022, by and among the Issuing Entity, U.S. Bank Trust Company, National Association, as Indenture Trustee (the “Trustee”), and U.S. Bank National Association, as Securities Intermediary, as supplemented by the Series Supplement (together, the “Indenture”), dated as of November 18, 2022, by and between the Issuing Entity and the Trustee. The Securitized Utility Tariff Bonds were offered pursuant to the Prospectus dated November 9, 2022 (the “Prospectus”). In connection with the issuance of the Securitized Utility Tariff Bonds, ONE Gas, Inc., and the Issuing Entity are filing the exhibits listed in Item 9.01, which are annexed hereto as exhibits to this Current Report on Form8-K.
Item 9.01
Financial Statements and Exhibits.
(d) | Exhibits. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
Dated: November 18, 2022
ONE Gas, Inc. | ||
By: | /s/ Caron A. Lawhorn | |
Caron A. Lawhorn | ||
Senior Vice President and Chief Financial Officer | ||
Kansas Gas Service Securitization I, L.L.C. | ||
By: | /s/ Caron A. Lawhorn | |
Caron A. Lawhorn | ||
Senior Vice President and Chief Financial Officer |