ONCOR ELECTRIC DELIVERY CO LLC DE false 0001193311 0001193311 2023-01-24 2023-01-24

 

 

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 (Date of earliest event reported) - January 24, 2023

 

 

ONCOR ELECTRIC DELIVERY COMPANY LLC

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE   333-100240   75-2967830
(State or other jurisdiction
of incorporation)
 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

1616 Woodall Rodgers Fwy., Dallas, Texas 75202

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code - (214) 486-2000

 

 

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)

 

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 each exchange

on which registered

None   None   None

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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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.

On January 24, 2023, Oncor Electric Delivery Company LLC, a Delaware limited liability company (“Oncor”), entered into a Term Loan Credit Agreement (the “Term Loan Agreement”) among Oncor, as borrower, the lenders listed therein (the “Lenders”), and Toronto Dominion (Texas) LLC, as administrative agent for the Lenders.

The Term Loan Agreement provides for a term loan credit facility in an aggregate principal amount of $625 million (the “Term Loan Facility”) with a maturity date that is 366 days after the date on which the funding availability period ends. Oncor may borrow up to the full amount of the Term Loan Facility in up to three borrowings, which may be made, at Oncor’s option, at any time on or before March 27, 2023. Upon the earlier to occur of the third borrowing under the Term Loan Agreement or March 27, 2023, any unused commitments of the Lenders to make term loans under the Term Loan Agreement shall terminate. Oncor intends to use the proceeds from any borrowings under the Term Loan Agreement for working capital and other general corporate purposes.

On January 27, 2023, Oncor made its initial borrowing under the Term Loan Agreement in the amount of $500 million. Oncor used the proceeds from the borrowing for general corporate purposes, including repayment of outstanding commercial paper notes. Such repaid commercial paper notes were issued by Oncor for general corporate purposes, including to repay in full on January 9, 2023 the then-outstanding borrowings of $100 million, plus accrued and unpaid interest, under Oncor’s Term Loan Credit Agreement, dated as of July 6, 2022, among Oncor, as borrower, the lenders listed therein, and Sumitomo Mitsui Banking Corporation, as administrative agent for the lenders and as a lender (the “July 2022 Term Loan Agreement”). As a result of the repayment of the July 2022 Term Loan Agreement, no borrowings remain outstanding under such agreement and such agreement is no longer in effect.

Loans under the Term Loan Agreement may be, at Oncor’s option, in the form of a “Term SOFR Loan”, “Daily Simple SOFR Loan” or “ABR Loan”, each as defined in the Term Loan Agreement. Term SOFR Loans bear interest at an adjusted term secured overnight financing rate (“SOFR”) (calculated based on term SOFR for a one-, three-, or six-month interest period, as selected by Oncor, as of a specified date, plus an adjustment of 0.10% (the “SOFR Adjustment”)) plus a spread of 0.85% (the “Applicable Margin”). Daily Simple SOFR Loans bear interest at an adjusted daily simple SOFR (calculated based on daily simple SOFR as of a specified date, plus the SOFR Adjustment) plus the Applicable Margin. ABR Loans bear interest, for any day, at a rate equal to the greatest of: (1) the prime rate quoted by The Wall Street Journal on such date, (2) the federal funds effective rate on such date, plus 0.50%, and (3) term SOFR for a one-month interest period on such date, plus the SOFR Adjustment, plus 1.00%.

The Term Loan Agreement contains customary covenants for facilities of this type, restricting, subject to certain exceptions, Oncor and its subsidiaries from, among other things:

 

   

incurring additional liens;

 

   

entering into mergers and consolidations; and

 

   

sales of substantial assets.

In addition, the Term Loan Agreement requires that Oncor maintain a consolidated senior debt to consolidated total capitalization ratio of no greater than 0.65 to 1.00 and observe certain customary reporting requirements and other affirmative covenants.

The Term Loan Agreement also contains customary events of default for facilities of this type, the occurrence of which would allow the Lenders to accelerate all outstanding loans and terminate their commitments, including certain changes in control of Oncor that are not permitted transactions under the Term Loan Agreement and cross-default provisions in the event Oncor or any of its subsidiaries defaults on indebtedness in a principal amount in excess of $100 million or receives judgments for the payment of money in an aggregate amount in excess of $100 million that are not discharged or stayed within 60 days.

The foregoing description of the Term Loan Agreement is qualified in its entirety by reference to the complete terms of the Term Loan Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference herein. Each of the Lenders is also a lender under Oncor’s revolving credit facility, and the Lenders and their respective


affiliates have, from time to time, performed various other financial advisory, dealer, commercial banking, and investment banking services for Oncor and certain of its affiliates for which they have received customary fees and expenses.

 

ITEM 2.03

CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

 

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

 

Exhibit

No.

   Description
10.1    Term Loan Credit Agreement, dated as of January 24, 2023, among Oncor Electric Delivery Company LLC, as borrower, the lenders listed therein, and Toronto Dominion (Texas) LLC, as administrative agent for the lenders.
104    Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

ONCOR ELECTRIC DELIVERY COMPANY LLC
By:  

/s/ Kevin R. Fease

Name:   Kevin R. Fease
Title:   Vice President and Treasurer

Dated: January 30, 2023


ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

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