UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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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 (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
Registrant |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
OGE Energy Corp. |
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Oklahoma Gas and Electric Company |
None |
N/A |
N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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
OGE Energy Corp. ("OGE Energy") is the parent company of Oklahoma Gas and Electric Company ("OG&E"), a regulated electric company with approximately 894,000 customers in Oklahoma and western Arkansas.
As previously disclosed, in December 2021, OGE Energy and OG&E each entered into $550.0 million unsecured five-year revolving credit facilities, and in December 2022, those credit facilities were amended to extend their term for one year, until December 2027, and to provide the option of extending each of such commitments for up to two additional one-year periods. Effective December 18, 2023, OGE Energy and OG&E each utilized one of those extensions to extend the maturity of their respective credit facility to December 18, 2028 (collectively, the “Extension”). The terms of the amended credit facilities were otherwise unchanged.
A copy of the Extension is filed as Exhibit 10.01 to this Current Report and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits |
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Exhibit Number |
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Description |
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10.01 |
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104 |
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
This combined Current Report on Form 8-K is being filed separately by OGE Energy and OG&E (Registrants). Information contained herein relating to any individual Registrant has been filed by such Registrant on its own behalf. No Registrant makes any representation as to information relating to any other Registrant.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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OGE ENERGY CORP. |
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OKLAHOMA GAS AND ELECTRIC COMPANY |
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(Registrant) |
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By: |
/s/ Sarah R. Stafford |
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Sarah R. Stafford |
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Controller and Chief Accounting Officer |
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December 20, 2023
Exhibit 10.01
November 8, 2023
To: |
OGE Energy Corp./Oklahoma Gas and Electric Company Bank Group |
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From: |
Wells Fargo Bank, National Association, as Administrative Agent |
Re: (i) OGE Energy Corp. (“OGE”) $550 Million Amended and Restated Credit Agreement dated as of December 17, 2021 (the “OGE Credit Agreement”) and (ii) Oklahoma Gas and Electric Company (“OG&E”) $550 Million Amended and Restated Credit Agreement dated as of December 17, 2021 (the “OG&E Credit Agreement” and together with the OGE Credit Agreement, the “Credit Agreements”)
Reference is hereby made to the Credit Agreements described above. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Credit Agreements.
Pursuant to Section 2.21 of the OGE Credit Agreement, OGE has requested that the Revolving Credit Termination Date be extended for an additional one year until December 18, 2028. OGE has agreed to pay each Lender approving the extension a fee equal to 0.06% of such Lender’s Commitment; provided that such fee shall only be payable if and when the extension of the Revolving Credit Termination Date until December 18, 2028 becomes effective.
Pursuant to Section 2.21 of the OG&E Credit Agreement, OG&E has requested that the Revolving Credit Termination Date be extended for an additional one year until December 18, 2028. OG&E has agreed to pay each Lender approving the extension a fee equal to 0.06% of such Lender’s Commitment; provided that such fee shall only be payable if and when the extension of the Revolving Credit Termination Date until December 18, 2028 becomes effective.
Please insert your institution’s name and indicate on the following page whether you consent to the requested extension of the Revolving Credit Termination Date for each of the OGE Credit Agreement and the OG&E Credit Agreement until December 18, 2028, and email a PDF copy of this letter to Bernard Funk at Robinson, Bradshaw & Hinson, P.A. (bfunk@robinsonbradshaw.com).
The extension of the Revolving Credit Termination Date under the OGE Credit Agreement and the Revolving Credit Termination Date under the OG&E Credit Agreement to December 18, 2028 shall become effective with respect to the Commitments of each Lender approving such extension on December 18, 2023.
Your response is requested prior to 3:00 p.m. (ET) on November 29, 2023.
Please contact Allison Morast (phone: 704-410-4265; email: allison.morast@wellsfargo.com) if you have any questions.
Thank you for your attention to this matter.
Wells Fargo, National Association hereby (select one):
Lender Name
X CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to December 18, 2028.
______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to December 18, 2028.
X CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to December 18, 2028.
______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to December 18, 2028.
By: /s/ Patrick Engel
Name: Patrick Engel
Title: Managing Director
Date: November 15, 2023
JPMorgan Chase Bank N.A. hereby (select one):
Lender Name
X CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to December 18, 2028.
______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to December 18, 2028.
X CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to December 18, 2028.
______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to December 18, 2028.
By: /s/ Oswin Joseph
Name: Oswin Joseph
Title: Executive Director
Date: November 29, 2023
Mizuho Bank, Ltd. hereby (select one):
Lender Name
X CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to December 18, 2028.
______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to December 18, 2028.
X CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to December 18, 2028.
______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to December 18, 2028.
By: /s/ Edward Sacks
Name: Edward Sacks
Title: Authorized Signatory
Date: November 29, 2023
MUFG BANK, LTD. hereby (select one):
Lender Name
X CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to December 18, 2028.
______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to December 18, 2028.
X CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to December 18, 2028.
______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to December 18, 2028.
By: /s/ Nietzsche Rodricks
Name: Nietzsche Rodricks
Title: Managing Director
Date: November 29, 2023
ROYAL BANK OF CANADA hereby (select one):
Lender Name
X CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to December 18, 2028.
______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to December 18, 2028.
X CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to December 18, 2028.
______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to December 18, 2028.
By: /s/ Meg Donnelly
Name: Meg Donnelly
Title: Authorized Signatory
U.S. Bank National Association hereby (select one):
Lender Name
X CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to December 18, 2028.
______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to December 18, 2028.
X CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to December 18, 2028.
______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to December 18, 2028.
By: /s/ John Prigge
Name: John Prigge
Title: Senior Vice President
Date: November 27, 2023
BANK OF AMERICA N.A. hereby (select one):
Lender Name
X CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to December 18, 2028.
______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to December 18, 2028.
X CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to December 18, 2028.
______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to December 18, 2028.
By: /s/ Dee Dee Farkas
Name: Dee Dee Farkas
Title: Managing Director
Date: November 27th, 2023
BARCLAYS BANK PLC hereby (select one):
Lender Name
X CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to December 18, 2028.
______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to December 18, 2028.
X CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to December 18, 2028.
______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to December 18, 2028.
By: /s/ Sydney G. Dennis
Name: Sydney G. Dennis
Title: Director
Date: November 29, 2023
MORGAN STANLEY BANK, N.A. hereby (select one):
Lender Name
X CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to December 18, 2028.
______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to December 18, 2028.
X CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to December 18, 2028.
______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to December 18, 2028.
By: /s/ Michael King
Name: Michael King
Title: Authorized Signatory
Date: November 29, 2023
PNC BANK, NATIONAL ASSOCIATION hereby (select one):
Lender Name
X CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to December 18, 2028.
______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to December 18, 2028.
X CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to December 18, 2028.
______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to December 18, 2028.
By: /s/ Joseph McElhinny
Name: Joseph McElhinny
Title: Senior Vice President
Date: November 28, 2023
The Bank of Nova Scotia hereby (select one):
Lender Name
X CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to December 18, 2028.
______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to December 18, 2028.
X CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to December 18, 2028.
______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to December 18, 2028.
By: /s/ David Dewar
Name: David Dewar
Title: Director
Date: November 29, 2023
BOKF NA, DBA BANK OF OKLAHOMA hereby (select one):
Lender Name
X CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to December 18, 2028.
______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to December 18, 2028.
X CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to December 18, 2028.
______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to December 18, 2028.
By: /s/ Parker Dooly
Name: Parker Dooly
Title: Senior Vice President
Date: November 27, 2023
Bank of Communications Co., Ltd., New York Branch hereby (select one):
Lender Name
X CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to December 18, 2028.
______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to December 18, 2028.
X CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to December 18, 2028.
______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to December 18, 2028.
By: /s/ Xuetao Wang
Name: Xuetao Wang
Title: Deputy General Manager
Date: November 29, 2023
BancFirst hereby (select one):
Lender Name
X CONSENTS to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to December 18, 2028.
______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OGE Credit Agreement to December 18, 2028.
X CONSENTS to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to December 18, 2028.
______ DOES NOT consent to the extension of the Revolving Credit Termination Date under the OG&E Credit Agreement to December 18, 2028.
By: /s/ Matt Crew
Name: Matt Crew
Title: Senior Vice President
Date: November 27, 2023