Item 1.01 Entry into a Material Definitive Agreement.
On
Under the terms of the Credit Agreement, each of the Company, SJWC, SJWTX, and CTWS is a Borrower with several and not joint liability. Each Borrower has an initial borrowing entitlement, or sublimit, which can be periodically adjusted from time to time as set forth in the Credit Agreement. The initial sublimit of each Borrower is as follows:
Borrower Initial Sublimit The Company$ 50,000,000 SJWC$ 140,000,000 CTWS$ 90,000,000 SJWTX$ 20,000,000
Borrowings under the Credit Agreement bear interest at either the Alternative Base Rate (as defined in the Credit Agreement and hereinafter referred to as "ABR") or the Adjusted Term SOFR Rate (as defined in the Credit Agreement and hereinafter referred to as "SOFR"). ABR borrowings (which are borrowings bearing interest at a rate determined by reference to ABR) will bear interest at a rate per annum equal to ABR plus the applicable rate. SOFR borrowings (which are borrowings bearing interest at a rate determined by reference to SOFR) will bear interest at a rate per annum equal to SOFR plus the applicable rate. The applicable rate and pricing is variable depending on ratings of the Borrower.
The Credit Agreement contains customary representations, warranties and events of default, as well as certain restrictive covenants customary for facilities of this type, including restrictions on indebtedness, liens, asset sales, and fundamental changes. The Credit Agreement also includes a financial covenant that requires each of the Borrowers to maintain its funded debt to capitalization ratio at or below 70%.
This Credit Agreement replaces the existing
The foregoing description of the Credit Agreement and the transactions contemplated thereby is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the termination of the Existing SJWC Credit Agreement is incorporated by reference in this Item 1.02.
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Please see disclosure set forth under Item 1.01 hereto, which is incorporated by reference in this Item 2.03.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Credit Agreement, datedAugust 2, 2022 , by and among the Company,San Jose Water Company ,SJWTX, Inc. ,Connecticut Water Service Inc. ,JPMorgan Chase Bank, N.A ., andWells Fargo Bank, National Association 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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