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) June 7, 2019
Commission File Number | Exact Name of Registrant as Specified in its Charter; State of Incorporation; Address of Principal Executive Offices; and Telephone Number | IRS Employer Identification Number | ||
001-3034 | XCEL ENERGY INC. | 41-0448030 | ||
| (a Minnesota corporation) | ||||
| 414 Nicollet Mall | ||||
| Minneapolis, Minnesota 55401 | ||||
| (612)330-5500 | ||||
001-31387 | NORTHERN STATES POWER COMPANY | 41-1967505 | ||
| (a Minnesota corporation) | ||||
| 414 Nicollet Mall | ||||
| Minneapolis, Minnesota 55401 | ||||
| (612)330-5500 | ||||
001-03140 | NORTHERN STATES POWER COMPANY | 39-0508315 | ||
| (a Wisconsin corporation) | ||||
| 1414 W. Hamilton Avenue | ||||
| Eau Claire, Wisconsin 54701 | ||||
| (715)737-2625 | ||||
001-3280 | PUBLIC SERVICE COMPANY OF COLORADO | 84-0296600 | ||
| (a Colorado corporation) | ||||
| 1800 Larimer, Suite 1100 | ||||
| Denver, Colorado 80202 | ||||
| (303)571-7511 | ||||
001-03789 | SOUTHWESTERN PUBLIC SERVICE COMPANY | 75-0575400 | ||
| (a New Mexico corporation) | ||||
| 790 South Buchanan Street | ||||
| Amarillo, Texas 79101 | ||||
| (303)571-7511 | ||||
Check the appropriate box below if theForm 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 toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Common Stock, $2.50 par value per share | XEL | Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule12b-2 of the Securities Exchange Act of 1934 (17 CFR§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 |
| Item 1.02 | Termination of a Material Definitive Agreement |
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under anOff-Balance Sheet Arrangement of a Registrant |
On June 7, 2019, Xcel Energy Inc. (Xcel Energy) and its wholly-owned subsidiaries, Northern States Power Company, a Minnesota corporation(NSP-Minnesota), Northern States Power Company, a Wisconsin corporation(NSP-Wisconsin), Public Service Company of Colorado, a Colorado corporation (PSCo), and Southwestern Public Service Company, a New Mexico corporation (SPS), each entered into third amended and restated credit agreements (the New Facilities) with JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A. and Barclays Bank Plc, as Syndication Agents, Wells Fargo Bank, National Association, MUFG Bank, Ltd.. and Citibank, N.A., as Documentation Agents, and the several lenders party thereto.
Each of the New Facilities amends and restates the relevant prior credit facility which was scheduled to expire in June of 2021. The amount of each New Facility is set forth below:
| • | Xcel Energy’s New Facility is in the initial maximum amount of $1.25 billion, and under certain conditions may be increased by up to an additional $250 million and includes a swingline subfacility of up to $75 million. JPMorgan Chase Bank, N.A. serves as the Swingline Lender; |
| • | NSP-Minnesota’s New Facility is in the initial maximum amount amount of $500 million, and under certain conditions may be increased by up to $100 million; |
| • | PSCo’s New Facility is in the initial maximum amount amount of $700 million, and under certain conditions may be increased by up to $100 million; |
| • | SPS’ New Facility is in the initial maximum amount $500 million, and under certain conditions may be increased by up to an additional $50 million; and |
| • | NSP-Wisconsin’s New Facility is in the maximum amount of $150 million. |
Each of the New Facilities is unsecured, has a five-year term, and except forNSP-Wisconsin’s credit facility, contains maturity extension provisions for two additionalone-year periods.NSP-Wisconsin’s New Facility contains a maturity extension provision for an additionalone-year period. The New Facilities permit borrowings at interest rates equal to the Eurodollar rate, plus a margin that ranges from 75.0 basis points to 150.0 basis points, or an alternate base rate, plus a margin that ranges from 0.0 basis points to 50.0 basis points. The New Facilities also provide for a commitment fee that ranges from 6.0 basis points to 22.5 basis points on the unused portion of the line. Interest rate margins and commitment fees are based on the applicable borrower’s then-current senior unsecured credit ratings. Advances under the New Facilities are subject to certain conditions precedent, including the accuracy of certain representations and warranties and the absence of any default or event of default. Advances under the New Facilities will be used for general corporate purposes, including the repayment of outstanding indebtedness from time to time and for issuances of letters of credit (subject to certain sublimits on aggregate outstanding issuances).
Each of the New Facilities has one financial covenant, requiring that the applicable borrower’s consolidated funded debt to total capitalization ratio be less than or equal to 65 percent. The New Facilities also contain covenants, which restrict the borrowers and certain subsidiaries in respect of, among other things, mergers and consolidations, sales of all or substantially all assets and incurrence of liens. The New Facilities are subject to acceleration upon the occurrence of an event of default, including, among other things, cross-default to indebtedness in excess of $75 million in the aggregate, change of control (as defined in the applicable borrower’s New Facility), nonpayment of uninsured monetary judgments of $75 million or more, and the occurrence of certain Employee Retirement Income Security Act of 1974 and bankruptcy events.
Copies of each New Facility are filed as Exhibits 99.01, 99.02, 99.03, 99.04 and 99.05 hereto and are incorporated by reference herein. The description of the New Facilities above is qualified in its entirety by reference to the full text of each New Facility.
This combined Form8-K is being furnished separately by Xcel Energy,NSP-Minnesota,NSP-Wisconsin, PSCo and SPS (each, a Registrant). Information contained herein relating to any individual Registrant has been furnished by such Registrant on its own behalf. No Registrant makes any representation as to information relating to any other Registrant.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| June 10, 2019 | Xcel Energy Inc. (a Minnesota corporation) | |
Northern States Power Company (a Minnesota corporation) | ||
Northern States Power Company (a Wisconsin corporation) | ||
Public Service Company of Colorado (a Colorado corporation) | ||
Southwestern Public Service Company (a New Mexico corporation) | ||
/s/ Sarah W. Soong | ||
| Sarah W. Soong | ||
| Vice President and Treasurer | ||
