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 21, 2023
Southwestern Public Service Company
(Exact name of registrant as specified in its charter)
New Mexico
(State or other jurisdiction of incorporation)
| 001-03789 | 75-0575400 | |
(Commission File Number) | (IRS Employer Identification No.) |
| 790 South Buchanan, Amarillo, Texas | 79101 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (303) 571-7511
N/A
(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:
| ☐ | 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:
Title of each class | Trading | Name of each exchange on which registered | ||
| N/A | 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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On August 21, 2023, Southwestern Public Service Company, a New Mexico corporation (“SPS”), entered into a Bond Purchase Agreement (the “Bond Purchase Agreement”) with certain institutional investors for the offer and sale of $100 million in aggregate principal amount of 6.00% First Mortgage Bonds, Series No. 10 due 2053 (the “Bonds”). The Bond Purchase Agreement is filed herewith as Exhibit 1.01. In connection with closing, SPS will receive net proceeds of approximately $99.125 million. SPS intends to use the net proceeds from the sale of the Bonds for general corporate purposes and repaying short-term debt. The closing of the sale of the Bonds is expected to occur on September 8, 2023.
The Bond Purchase Agreement contains customary representations and warranties, covenants and events of default for a transaction of this type.
The Bonds will be governed by the Indenture, dated as of August 1, 2011, by and between SPS and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (the “Indenture”), as supplemented by Supplemental Indenture No. 10 dated as of August 21, 2023 (the “Supplemental Indenture”), establishing the terms of the Bonds. Subject to limited exceptions, the Bonds will be secured by a first mortgage lien on substantially all of SPS’s real and fixed properties. A copy of the Supplemental Indenture is filed herewith as Exhibit 4.01. The Bonds are subject to acceleration upon the occurrence of an event of default, including, among other things, failure to pay interest, if any, on the Bonds within 60 days after such interest becomes due, failure to pay the principal of or, premium, if any, on the Bonds within three business days after maturity, failure to perform, or the breach of any covenant or warranty of SPS contained in the Indenture for 90 days after notice to SPS and certain bankruptcy events.
SPS may redeem all or any portion of the Bonds at its option, at any time prior to their maturity, at the redemption price described below. If SPS redeems all or any part of the Bonds prior to March 15, 2053, SPS will pay a redemption price equal to the greater of (i) 100% of the principal amount of the Bonds being redeemed and (ii) a make-whole amount as set forth in the Supplemental Indenture plus, in either case, accrued and unpaid interest on such Bonds to, but excluding, the redemption date. If SPS redeems all or any part of the Bonds on or after March 15, 2053, SPS will pay a redemption price equal to 100% of the principal amount of the Bonds being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.
RBC Capital Markets, LLC (“RBC”) acted as the sole placement agent in connection with the offer and sale of the Bonds.
In the ordinary course of business, RBC and its affiliates have engaged, and may in the future engage, in other investment banking or commercial banking transactions with SPS and its affiliates, including acting as lenders under SPS’s loan facilities and those of some of its affiliates. They have received or will receive customary fees and commissions for these transactions.
The Bonds have been offered and will be sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Bonds have not been and will not be registered under the Securities Act, or the securities laws of any state, and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and applicable state securities laws.
The foregoing descriptions of the Bond Purchase Agreement and the Supplemental Indenture do not purport to be complete and are subject to, and qualified in their entirety by, the full texts of the Bond Purchase Agreement and the Supplemental Indenture, copies of which are filed as Exhibit 1.01 and Exhibit 4.01 hereto and incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit | Description | |
| 1.01 | Bond Purchase Agreement, dated August 21, 2023, among Southwestern Public Service Company and the several purchasers listed in Schedule B thereto | |
| 4.01 | Supplemental Indenture No. 10 dated as of August 21, 2023 between Southwestern Public Service Company and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as Trustee, creating 6.00% First Mortgage Bonds, Series No. 10 due 2053. | |
| 104 | Cover Page Interactive Data File (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 hereunto duly authorized.
Southwestern Public Service Company (a New Mexico corporation) | ||
| By: | /s/ Paul A. Johnson | |
| Name: Paul A. Johnson | ||
| Title: Vice President and Treasurer | ||
Date: August 21, 2023
