| Item 1.01 |
Entry Into a Material Definitive Agreement. |
On October 30, 2025, ONE Gas, Inc., an Oklahoma corporation (the “Company”), entered into a third amended and restated credit agreement (the “Credit Agreement”) with Bank of America, N.A., as administrative agent, swing line lender, a letter of credit issuer and a lender and the other lenders and letter of credit issuers parties thereto. The Credit Agreement amends and restates the current Second Amended and Restated Credit Agreement, dated as of March 16, 2021, by and among the Company, Bank of America, N.A., as administrative agent, swingline lender, a letter of credit issuer and a lender and the other lenders and letter of credit issuers parties thereto.
The Credit Agreement provides for a $1.5 billion unsecured revolving credit facility, which includes a $20 million letter of credit sub-facility and a $60 million swingline sub-facility. The Company can request an increase in commitments of up to an additional $750 million upon satisfaction of customary conditions, including the receipt of commitments from either new lenders or increased commitments from existing lenders. Proceeds of the loans under the Credit Agreement will be available for working capital, capital expenditures, acquisitions, mergers and other general corporate purposes.
The Credit Agreement matures on October 30, 2030. The Company will be able extend the maturity date, subject to the lenders’ consent, by one year up to two times.
The loans under the Credit Agreement will bear interest at a “Term SOFR” or a “Base Rate” as specified in the Credit Agreement, plus a margin specified in the Credit Agreement.
The Credit Agreement contains customary conditions to borrowing, and customary affirmative and negative covenants, including a financial ratio maintenance covenant. The Credit Agreement also contains various customary events of default, the occurrence of which could result in a termination of the lenders’ commitments and the acceleration of all of the Company’s obligations thereunder.
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 of 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 Credit Agreement is not complete and is subject in all respects to the actual provisions of the Credit 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
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| Exhibit
Number |
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Description |
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| 10.1 |
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Third Amended and Restated Credit Agreement, dated as of October 30, 2025, among ONE Gas, Inc., the lenders party thereto from time to time and Bank of America, N.A., as administrative agent. |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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