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Commission
File Number
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Registrant;
State of Incorporation
Address; and Telephone
Number
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IRS
Employer
Identification No.
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1-11337
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INTEGRYS
ENERGY GROUP, INC.
(A Wisconsin
Corporation)
130 East
Randolph Drive
Chicago,
Illinois 60601-6207
(312)
228-5400
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39-1775292
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Item
1.01
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Entry
into a Material Definitive Agreement
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On April 23,
2010, Integrys Energy Group, Inc. entered into an unsecured $735 million
three year Credit Agreement with JPMorgan Chase Bank, N.A., U.S. Bank
National Association, Wells Fargo Bank, National Association, KeyBank
National Association, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as
Syndication Agents; Bank of America, N.A., as Administrative Agent, Swing
Line Lender and L/C Issuer; and Banc of America Securities LLC and J.P.
Morgan Securities Inc., as Lead Arrangers, Book Managers, and Global
Coordinators. The new credit agreement expires on April 23,
2013. The lenders include 26 individual financial
institutions. The new facility will be used to provide backup
support for commercial paper borrowing and letters of credit.
The new
agreement replaces the existing $500 million Five Year Credit Agreement
entered into in June 2005, the $425 million one year Credit Agreement
entered into in May 2009, and the $35 million one year credit agreement
entered into in June 2009. The reduced size of the new credit
agreement as compared to the credit agreements it replaced reflects
Integrys Energy Group’s reduced credit and collateral support requirements
following the Integrys Energy Services business segment strategy
change.
The entire
$735 million revolving credit line is available for letters of
credit. The amounts of any letters of credit issued and
outstanding under the agreement will be reserved and will not be available
for other borrowings.
Integrys
Energy Group has the option to borrow funds under the new credit agreement
as: 1) Base Rate loans at a floating rate equal to the greatest of: (a)
the Federal Funds Rate in effect on such day plus 0.50%; (b) the Prime
Rate in effect on such day; or (c) the Eurodollar Rate plus 1.00%, plus an
additional 1.00% in all three cases, or 2) as Eurodollar loans at a
Eurodollar rate plus 2.00%. In addition, Integrys Energy Group
will pay quarterly commitment fees of 7.5 basis points on the unused
portion of the facility, letter of credit fees of 200.0 basis points, and
an annual administrative fee to the administrative agent. The
letter of credit fees only apply to outstanding letters of
credit. The additional interest rate on Base Rate and
Eurodollar loans and all of the fees (other than the administrative fee)
are based on Integrys Energy Group’s current credit ratings and will
change if there is a change in the underlying credit ratings.
The new
credit agreement contains customary conditions of borrowing, customary
events of default and customary affirmative and negative covenants,
including a covenant to maintain a ratio of debt to total capitalization
of not greater than 0.65 to 1.00.
The
obligation of the lenders to extend credit under the new credit agreement
automatically terminates, and the indebtedness under the new credit
agreement automatically becomes due and payable, should Integrys Energy
Group file for bankruptcy. Further, the lenders may terminate
their obligation to extend credit under the new credit agreement, and may
accelerate payment of Integrys Energy Groups’ indebtedness under the new
credit agreement, upon the occurrence of any other event of default and
the expiration of any applicable grace period, which includes the failure
of Integrys Energy Group to comply with the covenants contained in the new
credit agreement.
Integrys
Energy Group may from time to time enter into arms length transactions and
maintain customary banking and investment banking relationships with one
or more of the lenders who are a party to the new credit
agreement.
The new
credit agreement is filed as Exhibit 10 to this Current Report on Form 8-K
and is incorporated into this Current Report on Form 8-K by
reference. The brief summary of the material provisions of the
new credit agreement set forth above is qualified in its entirety by
reference to the full text of the credit agreement.
Concurrent
with the above, credit facilities maturing in 2010 of $115 million at
Wisconsin Public Service Corporation and $250 million at The Peoples Gas
Light and Coke Company were also replaced at identical commitment
levels.
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant
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The
information provided in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 2.03.
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Item
9.01
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Financial
Statements and Exhibits
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(a)
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Not
applicable.
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(b)
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Not
applicable.
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(c)
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Not
applicable.
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(d)
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Exhibits. The following
exhibit is being filed herewith:
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10
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Credit
Agreement with JPMorgan Chase Bank, N.A., U.S. Bank National Association,
Wells Fargo Bank, National Association, KeyBank National Association, and
The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Syndication Agents; Bank of
America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer;
and Banc of America Securities LLC and J.P. Morgan Securities Inc., as
Lead Arrangers, Book Managers, and Global Coordinators, dated as of April
23, 2010.
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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
hereunto duly authorized.
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INTEGRYS
ENERGY GROUP, INC.
By: /s/ Bradley A.
Johnson
Bradley
A. Johnson
Vice
President and Treasurer
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Date: April
29, 2010
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Exhibit
Number
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10
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Credit
Agreement with JPMorgan Chase Bank, N.A., U.S. Bank National Association,
Wells Fargo Bank, National Association, KeyBank National Association, and
The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Syndication Agents; Bank of
America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer;
and Banc of America Securities LLC and J.P. Morgan Securities Inc., as
Lead Arrangers, Book Managers, and Global Coordinators, dated as of April
23, 2010.
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