Section 1 Registrant’s Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
On December 17, 2021, Tampa Electric Company (“Tampa Electric”) entered into a Credit Agreement (the “Term Loan Credit Agreement”) with Wells Fargo Bank, National Association, as Administrative Agent, Wells Fargo Securities, LLC, The Bank of Nova Scotia and the Royal Bank of Canada as Joint Lead Arrangers and Joint Bookrunners, and the following lenders: Wells Fargo Bank, National Association, JPMorgan Chase Bank, N.A., Royal Bank of Canada, and The Bank of Nova Scotia (the “Term Lenders”). The Term Loan Credit Agreement is a 364-day, $500 million senior unsecured term loan credit facility with a maturity date of December 16, 2022.
The Term Loan Credit Agreement contains customary representations and warranties, events of default, and financial and other covenants; and provides for interest to accrue at variable rates based on the London interbank deposit rate plus a margin, or, as an alternative to such interest rate, at an interest rate equal to a margin plus the highest of Wells Fargo bank’s prime rate, the federal funds rate plus 0.50%, or the one-month London interbank deposit rate plus 1.00%.
Also on December 17, 2021, Tampa Electric amended and restated its $800 million bank credit facility, entering into a Seventh Amended and Restated Credit Agreement (the “Revolving Credit Agreement”) with Wells Fargo Bank, National Association, as Administrative Agent, Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A., MUFG Bank Ltd., Canada Branch, The Bank of Nova Scotia, Morgan Stanley Senior Lending, Inc. and Royal Bank of Canada, as Joint Lead Arrangers and Joint Bookrunners, JPMorgan Chase Bank, N.A. as Syndication Agent, MUFG Bank, Ltd., Canada Branch, The Bank of Nova Scotia, Morgan Stanley Senior Lending, Inc. and Royal Bank of Canada as Documentation Agents, and the following lenders: Wells Fargo Bank, National Association, JPMorgan Chase Bank, N.A., Royal Bank of Canada, MUFG Bank, Ltd. Canada Branch, The Bank of Nova Scotia, Morgan Stanley Bank, N.A., Truist Bank, Bank of America N.A., Canadian Imperial Bank of Commerce, New York Branch, Bank of Montreal, and The Toronto-Dominion Bank, New York Branch (the “Credit Facility Lenders”). The Revolving Credit Agreement contains customary representations and warranties, events of default, and financial and other covenants; extends the maturity date of the existing credit facility from March 22, 2023 to December 17, 2026; and provides for interest to accrue at variable rates based on the London interbank deposit rate plus a margin, or, as an alternative to such interest rate, at an interest rate equal to a margin plus the highest of Wells Fargo bank’s prime rate, the federal funds rate plus 0.50%, or the one-month London interbank deposit rate plus 1.00%.
The foregoing descriptions of the Term Loan Credit Agreement and Revolving Credit Agreement are qualified in their entirety by reference to the complete text of the Term Loan Credit Agreement and Revolving Credit Agreement, which are filed as Exhibits 10.1 and 10.2 to this Report and incorporated herein by reference.
The Term Lenders and the Credit Facility Lenders are lenders under other credit facilities of Tampa Electric and its affiliates, and affiliates of the Term Lenders and Credit Facility Lenders have in the past provided, and in the future may provide, investment banking, underwriting, lending, commercial banking and other advisory services to Tampa Electric and its affiliates.
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 provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Section 9 Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| 10.1 | | Credit Agreement dated as of December 17, 2021, among Tampa Electric Company, as Borrower, Wells Fargo Bank, National Association, as Administrative Agent, and the Lenders party thereto. |
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| 10.2 | | Seventh Amended and Restated Credit Agreement dated as of December 17, 2021, among Tampa Electric Company, as Borrower, with Wells Fargo Bank, National Association, as Administrative Agent, and the Credit Facility Lenders party thereto. |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
