RGC Resources Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits

false 0001069533 0001069533 2024-03-06 2024-03-06

 

 

 

 

 

 

 

 

 

 

 

Registrant’s telephone number, including area code: 540-777-4427

 

 

 

 

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:

 

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 if the Securities Exchange Act of 1934.

 

 

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.

 

 

 

On March 6, 2024, RGC Midstream, LLC (“Midstream”), a wholly owned subsidiary of RGC Resources, Inc. (“Resources”), entered into the Sixth Amendment to Credit Agreement (the "Amendment") with Atlantic Union Bank (the "Bank").  As part of the Amendment, Truist Bank, a Lender under the original Credit Agreement and prior amendments, assigned their outstanding portion to the Bank.  Additionally, the Amendment modifies the original Credit Agreement and prior amendments between Midstream and the Bank by increasing the availability from $23 million to $25 million and extending the maturity date to December 31, 2025.  The interest rate currently remains unchanged at Term SOFR plus 2.00%, however, the Amendment allows for a reduction in the interest rate to Term SOFR plus 1.75% upon operation of the Mountain Valley Pipeline ("MVP") and a further reduction to Term SOFR plus 1.55% once distributions from MVP have commenced.  All other terms and requirements of the Credit Agreement were retained. 

 

Also, on March 6, 2024, Midstream entered into a Note Modification Agreement (the "Agreement") with the Bank related to the unsecured Promissory Note (the "Note") with an original principal amount of $8,000,000 dated November 1, 2021, as amended. Under the Agreement, principal payments have been halted until April 1, 2025, at which time payments of $400,000 will commence and be due each April 1, July 1, October 1 and January 1. All other terms and requirements of the Note, including maturity on January 1, 2028 and interest rate at Daily Simple SOFR plus 126.448 basis points, were retained.

 

The Guaranty previously entered into by Resources in favor of the Bank remains in effect, as well as all previous representations, warranties and covenants.

 

 

The information required by this Item 2.03 is set forth in Item 1.01 above in respect of the Note, which is incorporated herein by reference.

 

 

 

 

 

 

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.