SOUTHWEST GAS HOLDINGS, INC. Item 1.01 Entry into a Material Definitive Agreement.
Southwest Gas Holdings, Inc. Amended and Restated Revolving Credit Agreement OnApril 10, 2020 ,Southwest Gas Holdings, Inc. entered into an Amended and Restated Revolving Credit Agreement (the "Amended Holdco Agreement") with the lenders party thereto,The Bank of New York Mellon , as Administrative Agent (the "Holdco Administrative Agent"),Bank of America, N.A ., as Co-Syndication Agent,JPMorgan Chase Bank, N.A ., as Co-Syndication Agent,The Bank of New York Mellon , as Joint Lead Arranger and Joint Bookrunner,BofA Securities, Inc. , as Joint Lead Arranger and Joint Bookrunner, andJPMorgan Chase Bank, N.A ., as Joint Lead Arranger and Joint Bookrunner. The Amended Holdco Agreement amends and restates the Revolving Credit Agreement, dated as ofMarch 28, 2017 , by and amongSouthwest Gas Holdings, Inc. , the lenders party thereto andThe Bank of New York Mellon , as administrative agent thereunder, as amended (the "Existing Holdco Agreement"). The revolving borrowing capacity under the Amended Holdco Agreement remains at$100 million . As ofApril 10, 2020 ,$60 million in aggregate principal amount was outstanding under theSouthwest Gas Holdings, Inc. credit facility. The Amended Holdco Agreement, among other things, extends the maturity date of the credit facility toApril 10, 2025 . Interest rates for the credit facility are calculated at either the London Interbank Offered Rate ("LIBOR") or the "alternate base rate," plus in each case an applicable margin that is determined based onSouthwest Gas Holdings, Inc.'s senior unsecured long-term debt rating. The applicable margin ranges from 0.750% to 1.500% for loans bearing interest with reference to LIBOR and from 0.000% to 0.500% for loans bearing interest with reference to the alternate base rate. Upon the occurrence of certain events providing for a transition away from LIBOR or if LIBOR is no longer a widely recognized benchmark rate, theHoldco Administrative Agent andSouthwest Gas Holdings, Inc. may amend the Amended Holdco Agreement with a replacement rate, as further set forth in the Amended Holdco Agreement.Southwest Gas Holdings, Inc. is also required to pay a commitment fee on the unfunded portion of the commitments based on its senior unsecured long-term debt rating. The commitment fee ranges from 0.075% to 0.200% per annum. The Amended Holdco Agreement contains certain representations and warranties and affirmative and negative covenants similar to those contained in the Existing Holdco Agreement. In addition, the Amended Holdco Agreement contains a financial covenant requiringSouthwest Gas Holdings, Inc. to maintain a ratio of funded debt to total capitalization not to exceed 0.70 to 1.00 as of the end of any quarter of any fiscal year. Southwest Gas Corporation Amended and Restated Revolving Credit Agreement OnApril 10, 2020 ,Southwest Gas Corporation entered into an Amended and Restated Revolving Credit Agreement (the "Amended Southwest Gas Agreement" and, together with the Amended Holdco Agreement, the "Credit Agreements") with the lenders party thereto,The Bank of New York Mellon , as Administrative Agent (the "Southwest Gas Corporation Administrative Agent"),Bank of America, N.A ., as Co-Syndication Agent,JPMorgan Chase Bank, N.A ., as Co-Syndication Agent,MUFG Union Bank, N.A. , as Co-Documentation Agent,KeyBank National Association , as Co-Documentation Agent,The Bank of New York Mellon , as Joint Lead Arranger and Joint Bookrunner,BofA Securities, Inc. , as Joint Lead Arranger and Joint Bookrunner, andJPMorgan Chase Bank, N.A ., as Joint Lead Arranger and Joint Bookrunner. The Amended Southwest Gas Agreement amends and restates the Revolving Credit Agreement, dated as ofMarch 15, 2012 , by and amongSouthwest Gas Corporation , the lenders party thereto andThe Bank of New York Mellon , as administrative agent thereunder, as amended (the "Existing Southwest Gas Corporation Agreement"). The revolving borrowing capacity under the Amended Southwest Gas Agreement remains at$400 million . As ofApril 10, 2020 ,$247 million in aggregate principal amount was outstanding under theSouthwest Gas Corporation credit facility. The Amended Southwest Gas Agreement, among other things, extends the maturity date toApril 10, 2025 . Interest rates for the credit facility are calculated at either LIBOR or the "alternate base rate," plus in each case an applicable margin that is determined based onSouthwest Gas Corporation's senior unsecured long-term debt rating. The applicable margin ranges from 0.750% to 1.500% for loans bearing interest with reference to LIBOR and from 0.000% to 0.500% for loans bearing interest with reference to the alternate base rate. Upon the occurrence of certain events providing for a transition away from LIBOR or if LIBOR is no longer a widely recognized benchmark rate, theSouthwest Gas Corporation Administrative Agent andSouthwest Gas Corporation may amend the Amended -------------------------------------------------------------------------------- Southwest Gas Agreement with a replacement rate, as further set forth in the Amended Southwest Gas Agreement.Southwest Gas Corporation is also required to pay a commitment fee on the unfunded portion of the commitments based on its senior unsecured long-term debt rating. The commitment fee ranges from 0.075% to 0.200% per annum. The Amended Southwest Gas Agreement contains certain representations and warranties and affirmative and negative covenants similar to those contained in the Existing Southwest Gas Corporation Agreement. In addition, the Amended Southwest Gas Agreement contains a financial covenant requiringSouthwest Gas Corporation to maintain a ratio of funded debt to total capitalization not to exceed 0.70 to 1.00 as of the end of any quarter of any fiscal year. The descriptions of the Credit Agreements do not purport to be complete and are qualified in their entirety by reference to the Credit Agreements, which are filed as Exhibit 10.1 and Exhibit 10.2 hereto and incorporated herein by reference. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
The disclosure set forth under Item 1.01 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 10.1Southwest Gas Holdings, Inc. $100 million Credit Facility 10.2Southwest Gas Corporation $400 million Credit Facility 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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