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 and Exchange Act of 1934
Date of Report (Date of earliest event
reported): October 15, 2026
Commission File Number 001-5924
TUCSON ELECTRIC POWER
COMPANY
(Exact name of registrant
as specified in its charter)
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| Arizona | 86-0062700 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
88 East Broadway Boulevard,
Tucson, AZ 85701
(Address of principal
executive offices) (Zip Code)
Registrant's telephone
number, including area code: (520) 571-4000
Former name, former address
and former fiscal year, if changed since last report: N/A
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 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: 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 2.03. Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance-Sheet Arrangement of a
Registrant.
On October 15, 2026, Tucson Electric Power
Company (TEP) entered into a second amended and
restated credit agreement
with MUFG Bank, Ltd. (MUFG), as administrative agent, and a group of lenders (2026 Credit
Agreement). The 2026 Credit Agreement amends and restates in its entirety the credit facility entered into on October 15, 2021, which included a $250 million revolving credit and letter of credit
facility, with a $15 million swingline sublimit and a $50 million letter of
credit sublimit. The 2026 Credit Agreement provides
for a $350 million revolving credit, with a $15
million swingline sublimit and
a $50 million letter of credit sublimit. The 2026 Credit Agreement
also permits TEP to request increases in the aggregate commitments, in an
amount not to exceed $50 million, on no more than two occasions, subject to
certain conditions. It expires on October 15, 2031, at which time all
outstanding amounts thereunder will be due and payable. The final maturity date
is subject to two one-year extensions if certain conditions are satisfied.
TEP expects that borrowings will be made from
time to time under the revolving credit facility for working capital and other
general corporate purposes and that letters of credit will be issued from time
to time to support energy procurement and hedging activities and for other lawful purposes.
Interest rates and fees under the 2026 Credit
Agreement are based on a pricing grid tied to TEP’s credit ratings. Borrowings
under the revolving credit facility bear interest at a variable interest rate
consisting of a spread over SOFR or Alternate Base Rate. Alternate Base Rate is
equal to the greater of (i) MUFG’s prime rate, (ii) the
federal funds rate plus ½ of 1%, or (iii) Term SOFR for an interest
period of one month plus 1%, but in no event less than zero percent. The
interest rate presently in effect on borrowings is Term SOFR plus 1.00% for SOFR
loans or Alternate Base Rate plus 0.00% for Alternate Base Rate loans.
The 2026 Credit Agreement is
unsecured and ranks pari passu with TEP’s other senior unsecured debt
obligations.
The 2026 Credit Agreement contains a
number of covenants which restrict TEP and its subsidiaries, including
restrictions on liens, mergers and sales of assets. The 2026 Credit
Agreement also requires TEP not to exceed a maximum leverage ratio of 0.65 to 1.00
at the end of any fiscal quarter. Under the terms of the 2026 Credit
Agreement, TEP has agreed not to pay dividends to its parent, UNS Energy Corporation
(other than in additional shares of its common stock), unless it maintains
compliance with the 2026 Credit Agreement.
Upon the occurrence and continuance of an event
of default under the 2026 Credit Agreement,
outstanding borrowings may become immediately due and payable. Events of
default include the failure to make payments required thereunder or to comply
with the covenants contained therein, change in control, as defined, or certain
bankruptcy events with respect to TEP or certain subsidiaries. In addition, an
event of default would include the failure of TEP or certain subsidiaries to
make required payments on indebtedness in excess of $40 million or events
giving the holders of such indebtedness the right to require repayment of such
indebtedness.
The foregoing description of the 2026 Credit
Agreement does not purport to be complete and is qualified in
its entirety by reference to the complete text of the 2026 Credit Agreement, a
copy of which is filed as Exhibit 4.1 to this Current Report
on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
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Description
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104
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Cover
Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
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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
thereunto duly authorized.
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TUCSON ELECTRIC POWER COMPANY
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(Registrant)
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Date:
October 16, 2026
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/s/ J. Caleb Adcock
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J. Caleb Adcock
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Chief Financial Officer, Sr. Vice
President, and Director
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0000100122
false
0000100122
2026-10-15
2026-10-15