ITEM 1.01 Entry into a Material Definitive Agreement
On June 23, 2017, WGL Holdings, Inc. (“WGL Holdings”) entered into a Second Amendment to Credit Agreement and Commitment Increase (the “WGL Holdings Amendment”) and Washington Gas Light Company (“Washington Gas”) entered into a Second Amendment to Credit Agreement (the “Washington Gas Amendment” and, together with the WGL Holdings Amendment, the “Amendments”) relating to their respective Credit Agreements, each dated April 3, 2012 (each as amended December 19, 2014 and as modified by the relevant Amendment, a “Credit Facility” and, together, the “Credit Facilities”).
Pursuant to the Amendments, the Required Lenders (as defined in each the Credit Facility) have provided their consent to the merger of WGL Holdings and AltaGas Ltd. (“AltaGas”) pursuant to the Agreement and Plan of Merger dated January 25, 2017 by and among WGL Holdings, AltaGas and Wrangler Inc., an indirect, wholly-owned subsidiary of AltaGas Ltd. (“Merger Sub”), pursuant to which WGL Holdings will merge with and into Merger Sub and become an indirect, wholly-owned subsidiary of AltaGas.
In addition, the WGL Holdings Amendment permits an increase in the amount WGL Holdings can borrow under the Credit Facility for WGL Holdings from $450 million to $650 million. The amount that can be borrowed under the Washington Gas Credit Facility remains unchanged. The applicable interest rates under the WGL Holdings and Washington Gas Credit Facilities remain unchanged.
The Amendments also include updates to certain defined terms and the addition of language requested by the lenders related to the European Union’s “Bail-In Legislation.”
The lenders under the Credit Facilities are Wells Fargo Bank, National Association; The Bank of Tokyo-Mitsubishi UFJ, Ltd.; Branch Banking and Trust Company; TD Bank, N.A.; Royal Bank of Canada; U.S. Bank National Association; and the Bank of New York Mellon. In addition, pursuant to the WGL Holdings Amendment, the Bank of Nova Scotia was added as a lender to the WGL Holdings Credit Facility.
There are no material relationships between any of the lenders under each respective Credit Facility, on the one hand, and WGL Holdings, Washington Gas or any of their affiliates, on the other.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendments. The Amendments are attached as exhibits to this Current Report on Form 8-K and are 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 information set forth in Item 1.01 above relating to the Credit Facilities, as modified by the Amendments, is incorporated by reference into this Item 2.03.