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): August 20, 2015
THE EMPIRE DISTRICT ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
Kansas
(State or other jurisdiction of incorporation)
1-3368 | | 44-0236370 |
(Commission File Number) | | (IRS Employer Identification Number) |
602 S. Joplin Avenue, Joplin, Missouri | | 64801 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (417) 625-5100
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECTION 1 — REGISTRANT’S BUSINESS AND OPERATIONS
Item 1.01. Entry Into a Material Definitive Agreement.
On August 20, 2015, The Empire District Electric Company (the “Company”) announced the settlement related to the Bond Purchase Agreement dated as of June 11, 2015, for a private placement of $60.0 million of 3.59% First Mortgage Bonds due 2030. The 3.59% First Mortgage Bonds will mature on August 20, 2030, and interest on the bonds will be payable semi-annually on each February 20 and August 20, commencing February 20, 2016.
The bonds may be redeemed, at the Company’s option, any time prior to maturity, at par plus a make whole premium, together with accrued and unpaid interest, if any, to the redemption date.
The terms of the bonds are set forth in the Bond Purchase Agreement, dated as of June 11, 2015, by and among the Company and the purchasers named therein, and the Forty-First Supplemental Indenture of Mortgage and Deed of Trust dated as of August 20, 2015, by and among the Company and The Bank of New York Mellon Trust Company, N.A., as principal trustee, and UMB Bank & Trust, N.A., as Missouri trustee.
The Company expects to use the proceeds from the sale of the bonds to refinance existing short-term indebtedness and for general corporate purposes.
The bonds have not been, and will not be, registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any security.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Bond Purchase Agreement, dated as of June 11, 2015, attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated June 11, 2015, and the Forty-First Supplemental Indenture of Mortgage and Deed of Trust, dated as of August 20, 2015, attached hereto as Exhibit 4.2, each incorporated herein by reference.
SECTION 2 — FINANCIAL INFORMATION
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated herein by reference.
SECTION 8 — OTHER EVENTS
Item 8.01 Other Events
On August 20, 2015, the Company issued a press release announcing the issuance of the bonds. A copy of the press release is furnished herewith as Exhibit 99.1.
SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
4.1 | | Bond Purchase Agreement, dated as of June 11, 2015, by and among the Company and the Purchasers named therein. (Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K dated June 11, 2015, and filed June 12, 2015, File No. 1-3368). |
| | |
4.2 | | Forty-First Supplemental Indenture, dated as of August 20, 2015, to the Indenture of Mortgage and Deed of Trust dated as of September 1, 1944, as amended and supplemented, by and among the Company, the Bank of New York Mellon Trust Company, N.A. and UMB Bank & Trust, N.A. |
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99.1 | | Press Release dated August 20, 2015. |
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SIGNATURE
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.
| THE EMPIRE DISTRICT ELECTRIC COMPANY |
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| | |
| By: | /s/ Dale Harrington |
| | Name: | Dale Harrington |
| | Title: | Corporate Secretary & Director of Investor Relations |
Dated: August 21, 2015
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EXHIBIT INDEX
Exhibit
Number | | Description |
| | |
4.1 | | Bond Purchase Agreement, dated as of June 11, 2015, by and among the Company and the Purchasers named therein. (Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K dated June 11, 2015, and filed June 12, 2015, File No. 1-3368). |
| | |
4.2 | | Forty-First Supplemental Indenture, dated as of August 20, 2015, to the Indenture of Mortgage and Deed of Trust dated as of September 1, 1944, as amended and supplemented, by and among the Company, the Bank of New York Mellon Trust Company, N.A. and UMB Bank & Trust, N.A. |
| | |
99.1 | | Press Release dated August 20, 2015. |
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