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) January 18, 2006
| | | | | |
| Commission File | | Registrant, State of Incorporation, Address of | | I.R.S. employer |
| Number | | Principal Executive Offices and Telephone Number | | Identification Number |
| | | | | |
| 1-8788 | | SIERRA PACIFIC RESOURCES | | 88-0198358 |
| | | P.O. Box 10100 (6100 Neil Road) | | |
| | | Reno, Nevada 89520-0400 (89511) | | |
| | | (775) 834-4011 | | |
| | | | | |
| 1-4698 | | NEVADA POWER COMPANY | | 88-0045330 |
| | | 6226 West Sahara Avenue | | |
| | | Las Vegas, Nevada 89146 | | |
| | | (702) 367-5000 | | |
| | | |
| None |
| (Former name, former address and former fiscal year, 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(b) under the Exchange Act (17 CFR 240.14a-12(b))
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))
2.03 — Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On January 18, 2006, Nevada Power Company (“NPC”), a wholly-owned subsidiary of Sierra Pacific Resources, issued and sold $210 million of its 5.95% General and Refunding Mortgage Notes, Series M, due 2016 (the “Series M Notes”). NPC will pay interest on the Series M Notes on March 15 and September 15 of each year, beginning on September 15, 2006. The Series M Notes will mature on March 15, 2016. The Series M Notes were issued to Qualified Institutional Buyers under Rule 144A with registration rights. The net proceeds of the issuance plus available cash were used to repay $210 million outstanding under NPC’s revolving credit facility expiring November 5, 2010 with Wachovia Bank, N.A, which amount was borrowed to finance the purchase of a 75% ownership interest in the Silverhawk Power Plant.
Restrictions
The Series M Notes contain restrictions on liens (other than permitted liens, which include liens to secure certain permitted debt) and certain sale and leaseback transactions. There are also limitations on certain fundamental structural changes to NPC and limitations on the disposition of property. In the event of a change of control of NPC, the holders of the Series M Notes are entitled to require that NPC repurchase their Series M Notes for a cash payment equal to 101% of the aggregate principal amount plus accrued and unpaid interest and liquidated damages, if any.
Cross-Defaults/Acceleration Events
In addition to customary default and acceleration events, the terms of the Series M Notes provide that in the event that (1) NPC or any of its restricted subsidiaries defaults with respect to the payment of principal, interest or premium beyond the applicable grace period under any mortgage, indenture or other security instrument relating to debt in excess of $15 million, or (2) a final, unstayed judgment in excess of $15 million is rendered against NPC and remains undischarged for 60 days, the holders of the Series M Notes have the right to require that NPC redeem their Series M Notes, at a price equal to 100% of the aggregate principal amount plus accrued and unpaid interest and liquidated damages, if any, upon notice given by at least 25% of the outstanding noteholders. In addition, in the event of certain events of bankruptcy or insolvency with respect to NPC or any of its significant subsidiaries, NPC shall be required to redeem the Series M Notes immediately, at a price equal to 100% of the aggregate principal amount plus accrued interest and liquidated damages, if any, without further action or notice on the part of the trustee or the holders of the Series M Notes. Moreover, since the Series M Notes were issued under NPC’s General and Refunding Mortgage Indenture, a failure to redeem the Series M Notes would trigger a default with respect to all of the securities issued under NPC’s General and Refunding Mortgage Indenture.
Optional Redemption
NPC may redeem the notes at its option at any time, in whole or in part, at a price of 100% of the principal amount of the Series M Notes being redeemed plus a make-whole premium.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have each duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.
| | | | | |
| | Sierra Pacific Resources
(Registrant)
| |
| Date: January 20, 2006 | By: | /s/ John E. Brown | |
| | | John E. Brown | |
| | | Controller | |
| |
| | Nevada Power Company
(Registrant)
| |
| Date: January 20, 2006 | By: | /s/ John E. Brown | |
| | | John E. Brown | |
| | | Controller | |
| |
