groupcreditline8-k.htm
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):
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October
2, 2009
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The
Laclede Group, Inc.
720 Olive
Street
St.
Louis, Missouri 63101
314-342-0500
______________
(Exact
name of registrant as specified in its charter)
(Address
of principal executive offices, including zip code)
(Registrant’s
telephone number including area code)
Missouri
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1-16681
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74-2976504
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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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:
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[ ]
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 13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement.
On
October 2, 2009, The Laclede Group, Inc., a Missouri corporation ("Laclede")
entered into a one-year $40 million credit agreement with Bank of America, N.
A., a national banking association, and a one-year $10 million credit agreement
with UMB Bank, N. A., a national banking association (collectively, the
“Agreements” and the “Banks”). These Agreements replace agreements
for similar amounts with U. S. Bank National Association and UMB Bank, N. A.,
both of which were terminated on October 2, 2009.
Laclede
expects to use the Agreements for general corporate purposes, including
short-term borrowings and letters of credit. The Agreements provide
aggregate credit of up to $50 million. Borrowings under each of the
Agreements bear interest, at Laclede's option, at interest rates based upon a
floating rate tied to one-month LIBOR or on LIBOR rates for fixed
terms. Borrowing rates are determined by adding a margin to the LIBOR
base rate as described in the Agreements. Letters of credit are also
available under the Agreements. A commitment fee is payable for any
letter of credit at an annual rate equal to the LIBOR margin on the face amount
of each letter of credit. Issuance and negotiation fees for the
letters of credit may also be charged by each Bank under its respective
published schedule of fees in effect from time to time.
The
Agreements contain affirmative and negative covenants customary for such
agreements, including, among other things, limitations on certain types of
acquisitions, investments, and sales of property. They also contain
financial covenants limiting Laclede's consolidated debt to 70% of its
consolidated capitalization. The calculation is more specifically
described in each of the Agreements. The Agreements also contain
customary events of default, including, without limitation, payment defaults,
covenant defaults, material inaccuracy of representations and warranties,
certain events of bankruptcy and insolvency, cross defaults to certain other
agreements, and the entry of certain judgments not appealed or
satisfied.
Payment
of any amounts due under either of the Agreements is guaranteed by Laclede's
principal non-regulated subsidiary, Laclede Energy Resources, Inc.
Laclede
paid an upfront fee to each of the Banks for its respective Agreement and during
the term of the Agreements will pay each of the Banks a commitment fee on the
unused portion of the credit made available under the applicable
Agreement.
Laclede
and its affiliates have or may have customary banking relationships with each of
the Banks and their affiliates based on the provision of a variety of financial
services, including commercial paper dealer and bond trustee for its utility
subsidiary’s outstanding first mortgage bonds, none of which are material
individually or in the aggregate with respect to any individual
party.
Item
1.02 Termination of a Material Definitive Agreement.
As noted
under Item 1.01 above, Laclede’s lines of credit with U.S. Bank National
Association and UMB Bank, N. A. were terminated early. Laclede’s
one-year line of credit for $40 million with U. S. Bank National Association was
set to expire on October 3, 2009, and was terminated one day early to coincide
with Laclede’s execution of its new line with Bank of America described under
Item 1.01 above. Similarly, Laclede’s one-year line of credit for $10
million with UMB Bank, N.A. was set to expire on October 3, 2009 and was
terminated one day early to coincide with Laclede’s execution of its new line
with UMB described under Item 1.01 above. The terms and conditions of
the terminated lines were substantially similar to the Agreements, except the
Agreements do not provide for prime rate loans and have different
pricing.
Laclede
and its affiliates have had customary banking relationships with U. S. Bank
National Association based on the provision of a variety of financial services,
including pension fund, cash management, investment banking, and lockbox
services, none of which are material individually or in the aggregate with
respect to any individual party.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement or a Registrant.
The
information set forth under Item 1.01 above is incorporated herein by
reference. Since Laclede expects to use the Agreements for general
corporate purposes, no direct financial obligations or obligations under an
off-balance sheet arrangement have arisen under the Agreements as of the date
hereof.
SIGNATURES
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.
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THE
LACLEDE GROUP, INC.
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Date:
October 5, 2009
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By:
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/s/ M. D. Waltermire |
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M.
D. Waltermire
Chief
Financial Officer
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