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 (Date of earliest event reported) March 28, 2017
SOUTHWEST GAS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| California | | 001-37976 | | 81-3881866 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
| 5241 Spring Mountain Road | | | | |
| Post Office Box 98510 | | | | |
| Las Vegas, Nevada | | | | 89193-8510 |
| (Address of principal executive offices) | | | | (Zip Code) |
Registrant’s telephone number, including area code:(702) 876-7237
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 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))
Item 1.01 Entry into a Material Definitive Agreement.
On March 28, 2017, Southwest Gas Holdings, Inc. entered into a $100 million credit facility with the lenders party thereto, The Bank of New York Mellon, as Administrative Agent, Bank of America, N.A., as Co-Syndication Agent, JPMorgan Chase Bank, N.A., as Co-Syndication Agent, The Bank of New York Mellon, as Joint Lead Arranger and Joint Bookrunner, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arranger and Joint Bookrunner, and JPMorgan Chase Bank, N.A., as Joint Lead Arranger and Joint Bookrunner. The credit facility is scheduled to expire on March 28, 2022. Interest rates for the credit facility are calculated at either the London Interbank Offered Rate (“LIBOR”) or the “alternate base rate,” plus in each case an applicable margin that is determined based on Southwest Gas Holding’s senior unsecured debt rating. The applicable margin ranges from 0.750% to 1.500% for loans bearing interest with reference to LIBOR and from 0.000% to 0.500% for loans bearing interest with reference to the alternative base rate. Southwest Gas Holdings, Inc. is also required to pay a commitment fee on the unfunded portion of the commitments based on its senior unsecured long-term debt rating. The commitment fee ranges from 0.075% to 0.200% per annum.
The description of the credit facility does not purport to be complete and is qualified in its entirety by reference to the credit facility, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure set forth under Item 1.01 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | |
Exhibit Number | | Description |
| |
| 10.1 | | Southwest Gas Holdings, Inc. $100 million Credit Facility |
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 hereunto duly authorized.
| | | | |
| | | | SOUTHWEST GAS HOLDINGS, INC. |
| | |
| Date: March 31, 2017 | | | | /s/ Gregory J. Peterson |
| | | | Gregory J. Peterson |
| | | | Vice President/Controller and |
| | | | Chief Accounting Officer |
EXHIBIT INDEX
| | |
Exhibit Number | | Description |
| |
| 10.1 | | Southwest Gas Holdings, Inc. $100 million Credit Facility |
