Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Date of report) October 23, 2023

(Date of earliest event reported) October 20, 2023

ONE Gas, Inc.

(Exact name of registrant as specified in its charter)


Oklahoma	001-36108	46-3561936
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

15 East Fifth Street, Tulsa, OK

(Address of principal executive offices)

74103

(Zip code)

(918) 947-7000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol

Name of exchange

on which registered

Common Stock, par value $0.01 per share

OGS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry Into a Material Definitive Agreement

Effective October 20, 2023, ONE Gas, Inc. (the “Company”) entered into a commitment increase agreement (the “Increase Agreement”) related to its $1.0 billion second amended and restated revolving credit agreement, dated as of March 16, 2021, as amended (the “Credit Agreement”), with Bank of America, N.A., as administrative agent, swing line lender, and letter of credit issuer, and the other lenders and letter of credit issuers party thereto from time to time. The Increase Agreement increases the aggregate commitments available under the Credit Agreement from $1,000,000,000 to $1,200,000,000. All other terms and conditions of the Credit Agreement remain in full force and effect.

Some of the lenders under the Credit Agreement and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, commercial and investment banking services for the Company, for which they received or will receive customary fees and expenses. Certain affiliates of the lenders under the Credit Agreement were underwriters of the Company’s prior underwritten note and equity issuances and may serve as underwriters in any future note and/or equity issuances. In addition, certain of the lenders under the Credit Agreement and their respective affiliates act as dealers in connection with the Company’s commercial paper program, and also as managers, forward purchasers and/or forward sellers, including under the Company’s at-the-market equity program.

The foregoing description of the Increase Agreement is not complete and is in all respects subject to the actual provisions of the Increase Agreement, a copy of which has been filed as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated by reference herein.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information included under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits


Exhibit Number		Description

10.1		Commitment Increase Agreement, dated as of October 20, 2023, among ONE Gas, Inc., Bank of America, N.A., as administrative agent, swing line lender, and letter of credit issuer, and the other lenders and letter of credit issuers parties thereto.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: October 23, 2023


ONE Gas, Inc.

By:		/s/ Caron A. Lawhorn
Name:		Caron A. Lawhorn
Title:		Senior Vice President and
		Chief Financial Officer

Exhibit 10.1

COMMITMENT INCREASE AGREEMENT

(Commitment Increase Pursuant to Section 2.16 of Credit Agreement)

This COMMITMENT INCREASE AGREEMENT (this “Agreement”) dated as of October 20, 2023 (“Increase Effective Date”) is entered into by and among ONE GAS, INC., an Oklahoma corporation (“Borrower”), BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, “Administrative Agent”), Swing Line Lender and L/C Issuer and, the undersigned Lenders (as defined in the Credit Agreement) who are increasing their Commitments (as defined in the Credit Agreement) (collectively, the “Increasing Lenders”). Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement (as hereinafter defined).

R E C I T A L S

A. Reference is hereby made to that certain Second Amended and Restated Credit Agreement dated March 16, 2021, among the Borrower, the Administrative Agent and the Lenders, as amended by that certain First Amendment to Second Amended and Restated Credit Agreement dated March 16, 2022, as further amended by that certain Extension Agreement, dated as of March 16, 2023 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

B. Pursuant to Section 2.16 of the Credit Agreement, Borrower has requested an increase in the Aggregate Commitments from $1,000,000,000 to $1,200,000,000 (such incremental increase, the “Facility Increase”).

C. Each of the undersigned Increasing Lenders has agreed to increase its Commitment as set forth on Schedule 2.01 attached hereto.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Increase in Commitments of Increasing Lenders. Effective as of the Increase Effective Date, each Increasing Lender hereby agrees to increase its Commitment such that its Commitment under the Credit Agreement shall be in the amount set forth opposite such Increasing Lender’s name on Schedule 2.01 attached hereto.

2. Conditions Precedent to Effectiveness. This Agreement shall be effective as of the Increase Effective Date, provided that: (a) Administrative Agent shall have received (i) counterparts of this Agreement, executed by Borrower and each Increasing Lender, (ii) the certificates and resolutions required by Section 2.16(c) of the Credit Agreement, (iii) to the extent required by any Increasing Lender, a Note and (b) Borrower shall have paid all fees and expenses that are required to be paid as of the Increase Effective Date.

3. Affirmation and Ratification of Loan Documents. The Borrower hereby (a) ratifies and affirms each Loan Document to which it is a party (as modified by the Facility Increase), (b) agrees that all of its obligations and covenants under each Loan Document to which it is a party shall remain unimpaired by the execution and delivery of this Agreement and the other documents and instruments executed in connection herewith, and (c) agrees that each Loan Document to which it is a party (as modified by the Facility Increase) shall remain in full force and effect. This Agreement is a Loan Document.

4. Miscellaneous. (a) Headings and captions may not be construed in interpreting provisions; (b) this Agreement shall be governed by, and construed in accordance with, the law of the State of New York; and (c) this Agreement may be in the form of an Electronic Record and may be executed using Electronic Signatures (including, without limitation, facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record. This Agreement may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Agreement. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by Administrative Agent of a manually-signed paper communication which has been converted into electronic form (such as scanned into .pdf format), or an electronically signed communication converted into another format, for transmission, delivery and/or retention.

5. ENTIRE AGREEMENT. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, TOGETHER WITH THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

[Signature Pages to Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.


ONE GAS, INC.

By:		/s/ Caron A. Lawhorn
		Name: Caron A. Lawhorn
		Title: Senior Vice President and Chief Financial Officer

Signature Page to

Commitment Increase Agreement


ADMINISTRATIVE AGENT:

BANK OF AMERICA, N.A., as Administrative Agent

By:		/s/ Dianna Benner
		Name: Dianna Benner
		Title: Assistance Vice President

Signature Page to

Commitment Increase Agreement


INCREASING LENDERS:

BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender

By:		/s/ Christopher J. Heitker
		Name: Christopher J. Heitker
		Title: Director

Signature Page to

Commitment Increase Agreement


JPMORGAN CHASE BANK, N.A., as a Lender and L/C Issuer

By:		/s/ Khawaja Tariq
		Name: Khawaja Tariq
		Title: Vice President

Signature Page to

Commitment Increase Agreement


MIZUHO BANK, LTD., as a Lender and L/C Issuer

By:		/s/ Edward Sacks
		Name: Edward Sacks
		Title: Authorized Signatory

Signature Page to

Commitment Increase Agreement


U.S. BANK NATIONAL ASSOCIATION, as a Lender and L/C Issuer

By:		/s/ Michael E. Temnick
		Name: Michael E. Temnick
		Title: Senior Vice President

Signature Page to

Commitment Increase Agreement


TRUIST BANK, as a Lender and L/C Issuer

By:		/s/ June Lien
		Name: Justin Lien
		Title: Director

Signature Page to

Commitment Increase Agreement


ROYAL BANK OF CANADA, as a Lender and L/C Issuer

By:		/s/ Meg Donnelly
		Name: Meg Donnelly
		Title: Authorized Signatory

Signature Page to

Commitment Increase Agreement


BOKF, NA DBA BANK OF OKLAHOMA, as a Lender

By:		/s/ Elizabeth Chase
		Name: Elizabeth Chase
		Title: Vice President

Signature Page to

Commitment Increase Agreement

SCHEDULE 2.01

COMMITMENTS

AND PRO RATA SHARES


Lender	Commitment		Pro Rata Share
Bank of America, N.A.	$	148,000,000.00		12.333333334	%
JPMorgan Chase Bank, N.A.	$	148,000,000.00		12.333333334	%
Mizuho Bank, Ltd.	$	148,000,000.00		12.333333333	%
Royal Bank of Canada	$	148,000,000.00		12.333333333	%
Truist Bank	$	148,000,000.00		12.333333333	%
U.S. Bank National Association	$	148,000,000.00		12.333333333	%
Wells Fargo Bank, National Association	$	117,000,000.00		9.750000000	%
BOKF, NA dba Bank of Oklahoma	$	75,000,000.00		6.250000000	%
Arvest Bank	$	60,000,000.00		5.000000000	%
UMB Bank, N.A.	$	60,000,000.00		5.000000000	%
Total	$	1,200,000,000.00		100.00000000	%

Document and Entity Information	Oct. 20, 2023
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001587732
Document Type	8-K
Document Period End Date	Oct. 20, 2023
Entity Registrant Name	ONE Gas, Inc.
Entity Incorporation State Country Code	OK
Entity File Number	001-36108
Entity Tax Identification Number	46-3561936
Entity Address, Address Line One	15 East Fifth Street
Entity Address, City or Town	Tulsa
Entity Address, State or Province	OK
Entity Address, Postal Zip Code	74103
City Area Code	(918)
Local Phone Number	947-7000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.01 per share
Trading Symbol	OGS
Security Exchange Name	NYSE
Entity Emerging Growth Company	false