| Item 1.01. | Entry into a Material Definitive Agreement. |
On April 3, 2023, Tampa Electric Company (“Tampa Electric”) entered into a Credit Agreement (the “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, Royal Bank of Canada, The Bank of Nova Scotia, and Morgan Stanley Senior Lending, Inc. as Joint Lead Arrangers and Joint Bookrunners, JPMorgan Chase Bank, N.A. as Syndication Agent, MUFG Bank, Ltd., Canada Branch, Royal Bank of Canada, The Bank of Nova Scotia, and Morgan Stanley Senior Lending, Inc. as Documentation Agents, and the following lenders (the “Lenders”): Wells Fargo Bank, National Association, JPMorgan Chase Bank, N.A., Morgan Stanley Bank, N.A., MUFG Bank, Ltd., Canada Branch, Royal Bank of Canada, The Bank of Nova Scotia, Bank of America N.A., Bank of Montreal, Canadian Imperial Bank of Commerce, New York Branch, The Toronto-Dominion Bank, New York Branch, and Truist Bank. The Credit Agreement is a 364-day, $200 million senior unsecured revolving loan credit facility with a maturity date of April 2, 2024.
The 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 secured overnight financing rate administered by the Federal Reserve Bank of New York, plus a margin, or, as an alternative to such interest rate, at an interest rate equal to a margin plus the highest of the prime rate of Wells Fargo Bank, National Association, the federal funds rate plus 0.50%, or the one-month secured overnight financing rate plus 1.00%.
In addition, on April 3, 2023, Tampa Electric entered into Amendment No. 1 to Seventh Amended and Restated Credit Agreement (“Amendment No. 1”) with Wells Fargo Bank, National Association, as Administrative Agent, and the Lenders. Amendment No. 1 amends the interest rate provision of the Seventh Amended and Restated Credit Agreement dated as of December 17, 2021, among Tampa Electric, Wells Fargo Bank, National Association, as Administrative Agent and the Lenders, to provide for interest to accrue at variable rates based on the secured overnight financing rate administered by the Federal Reserve Bank of New York, plus a margin, or, as an alternative to such interest rate, at an interest rate equal to a margin plus the highest of the prime rate of Wells Fargo Bank, National Association, the federal funds rate plus 0.50%, or the one-month secured overnight financing rate plus 1.00%. Amendment No. 1 amends certain other representations, warranties and covenants to be consistent with those in the Credit Agreement.
The foregoing descriptions of the Credit Agreement and Amendment No. 1 are qualified in their entirety by reference to the complete text of the Credit Agreement and Amendment No. 1, which are filed as Exhibits 10.1 and 10.2 to this Report and incorporated herein by reference.
The Lenders are lenders under other credit facilities of Tampa Electric and its affiliates, and affiliates of the 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.
| 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.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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| 10.1 | | Credit Agreement dated as of April 3, 2023, 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 | | Amendment No. 1 to Seventh Amended and Restated Credit Agreement dated as of April 3, 2023, among Tampa Electric Company, as Borrower, Wells Fargo Bank, National Association, as Administrative Agent, and the Lenders party thereto. |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
