UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Date of report (Date of earliest event reported) | January 12, 2021 |
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| OKLAHOMA GAS AND ELECTRIC COMPANY |
| (Exact Name of Registrant as Specified in Its Charter) |
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| Oklahoma |
| (State or Other Jurisdiction of Incorporation) |
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| 1-1097 | 73-0382390 |
| (Commission File Number) | (IRS Employer Identification No.) |
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| 321 North Harvey | P.O. Box 321 | Oklahoma City | Oklahoma | 73101-0321 |
| (Address of Principal Executive Offices) | (Zip Code) |
(405) 553-3000
(Registrant's telephone number, including area code)
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| 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 (see General Instruction A.2. below):
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| ☐ | 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:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| None | N/A | N/A |
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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
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 1.01. Entry into a Material Definitive Agreement
As previously disclosed, in March 2017, Oklahoma Gas and Electric Company ("OG&E") entered into a five-year $450.0 million revolving credit facility. The facility contained an option, which could be exercised up to two times, to extend the term of the facility for an additional year. Effective January 12, 2021, OG&E utilized the second of those extensions to extend the maturity of its credit facility from March 8, 2023 to March 8, 2024.
On January 12, 2021, OG&E entered into a First Amendment (the "Amendment") to its revolving credit facility (as amended, the "Credit Agreement"). The Amendment gives OG&E the option of extending its commitment for up to two additional one-year periods. In addition, the Amendment addresses the establishment of an alternative rate of interest upon the occurrence of certain events related to the phase out of LIBOR and makes certain other administrative modifications to the Credit Agreement. The terms of the credit facility were otherwise unchanged.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Amendment, a copy of which is filed as Exhibit 10.02 to this Current Report, which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
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(d) Exhibits | | |
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Exhibit Number | | Description |
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| 10.01 | | Letter of extension dated as of January 12, 2021 for OG&E's credit agreement dated as of March 8, 2017, by and among OG&E, the Lenders thereto, Wells Fargo Bank, National Association, as Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent, and Mizuho Bank, Ltd., MUFG Union Bank, N.A., Royal Bank of Canada and U.S. Bank National Association, as Co-Documentation Agents. |
| 10.02 | | First Amendment dated as of January 12, 2021, to Credit Agreement dated as of March 8, 2017, by and among OG&E, the Lenders thereto, Wells Fargo Bank, National Association, as Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent, and Mizuho Bank, Ltd., MUFG Union Bank, N.A., Royal Bank of Canada and U.S. Bank National Association, as Co-Documentation Agents. |
| 104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
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 thereunto duly authorized.
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| OKLAHOMA GAS AND ELECTRIC COMPANY |
| (Registrant) |
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| By: | /s/ Sarah R. Stafford |
| Sarah R. Stafford |
| Controller and Chief Accounting Officer |
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January 14, 2021
