ONE Gas (OGS) prices $375M 5.45% senior notes to refinance debt
Rhea-AI Filing Summary
ONE Gas, Inc. entered into an underwriting agreement with BofA Securities, RBC Capital Markets and Truist Securities for the issuance and sale of $375,000,000 aggregate principal amount of 5.45% Senior Notes due 2036. The offering was conducted pursuant to ONE Gas’ automatic shelf registration statement on Form S-3.
ONE Gas completed the underwritten public offering of the Notes on August 13, 2026. The company anticipates using the net proceeds to repay a $250 million unsecured term loan, reduce amounts outstanding under its commercial paper program, and for general corporate purposes. The Notes are issued under an Indenture dated August 13, 2026, between ONE Gas and U.S. Bank Trust Company, National Association, as trustee, as supplemented by a First Supplemental Indenture.
Positive
- None.
Negative
- None.
Filing Explained
ONE Gas completed the
8-K Event Classification
3 items: 1.01, 2.03, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Senior Notes Amount: $375,000,000 aggregate principal amount
Coupon Rate: 5.45%
Term Loan Repayment Target: $250 million
+3 more
6 metrics
Senior Notes Amount
$375,000,000 aggregate principal amount
5.45% Senior Notes due 2036 issued in the underwritten offering
Coupon Rate
5.45%
Interest rate on ONE Gas Senior Notes due 2036
Term Loan Repayment Target
$250 million
Unsecured term loan ONE Gas anticipates repaying with offering proceeds
Commercial Paper Program Size
$1.5 billion
Size of ONE Gas commercial paper program referenced in affiliations
Maturity Year of Notes
2036
Maturity of ONE Gas 5.45% Senior Notes
Shelf Registration File Number
File No. 333-293655
Form S-3 automatic shelf registration covering the Notes
Key Terms
Underwriting Agreement, Senior Notes, Supplemental Indenture, shelf registration statement on Form S-3, +1 more
5 terms
Underwriting Agreement financial
"entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
Senior Notes financial
"issuance and sale by ONE Gas of $375,000,000 aggregate principal amount of its 5.45% Senior Notes"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
Supplemental Indenture regulatory
"as supplemented by the Supplemental Indenture No. 1 (the “First Supplemental Indenture”) dated"
A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.
shelf registration statement on Form S-3 regulatory
"registered under the Securities Act pursuant to ONE Gas’ shelf registration statement on Form S-3"
A shelf registration statement on Form S-3 is a pre-approved filing with the Securities and Exchange Commission that lets an eligible public company register securities in advance and sell them later in one or more offerings without repeating the full registration process. Think of it like a pre-approved funding line: it gives management the flexibility to raise capital quickly when market conditions are right, a move that can affect share supply, dilution and investor returns, so investors monitor it as a signal of potential financing activity.
commercial paper program financial
"dealers under ONE Gas’ $1.5 billion commercial paper program"
A commercial paper program is a formal way a company issues very short-term IOUs to raise quick cash, typically for days to months, without using a bank loan. Investors care because it shows how the company manages short-term funding and how trustworthy it appears—like watching whether someone keeps using and repaying a credit card; frequent use or higher costs can signal cash strain, while smooth issuance suggests healthy liquidity.
FAQ
What debt securities did ONE Gas (OGS) issue in this 8-K?
ONE Gas issued $375,000,000 aggregate principal amount of 5.45% Senior Notes due 2036. These Notes were sold in an underwritten public offering under the company’s effective shelf registration statement on Form S-3.
How will ONE Gas (OGS) use the net proceeds from the new Notes?
ONE Gas anticipates using net proceeds to repay a $250 million unsecured term loan, pay down amounts outstanding under its commercial paper program, and for general corporate purposes, according to the company’s disclosure.
Which banks underwrote ONE Gas (OGS) 5.45% Senior Notes due 2036?
BofA Securities, Inc., RBC Capital Markets, LLC and Truist Securities, Inc. acted as representatives of the underwriters. They entered into an Underwriting Agreement with ONE Gas covering the $375,000,000 5.45% Senior Notes due 2036.
Under what indenture are ONE Gas (OGS) 2036 Notes issued?
The Notes are governed by an Indenture dated August 13, 2026 between ONE Gas and U.S. Bank Trust Company, National Association, as trustee, supplemented by a First Supplemental Indenture specific to the 5.45% Senior Notes due 2036.
Was the ONE Gas (OGS) note offering registered with the SEC?
Yes. The offering of the 5.45% Senior Notes due 2036 was registered under the Securities Act pursuant to ONE Gas’ shelf registration statement on Form S-3, which became automatically effective on February 23, 2026.
What is the size of ONE Gas (OGS) commercial paper program mentioned?
The company states that affiliates of certain underwriters are dealers under ONE Gas’ $1.5 billion commercial paper program, part of the broader financing relationships disclosed in connection with the note offering.
AI-generated analysis. How Rhea-AI works. Not financial advice.
