UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date
of report (Date of earliest event reported): September 11,
2008
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Vectren
Corporation
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(Exact
Name of Registrant as Specified in Its
Charter)
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Commission
File Number
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Registrant,
State of Incorporation,
Address
and Telephone Number
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I.R.S.
Employer Identification
No.
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1-15467
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Vectren
Corporation
(An
Indiana Corporation)
One
Vectren Square
Evansville,
Indiana 47708
(812)
491-4000
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35-2086905
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Former
name or address, if changed since last report: N/A
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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 (see General
Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive Agreement; and
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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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On
September 11, 2008, Vectren Capital, Corp. (“Vectren Capital”), a wholly owned
subsidiary of Vectren Corporation (the “Company”), as borrower, and the Company,
as guarantor, entered into a Credit Agreement among the lenders named therein,
JPMorgan Chase Bank, N.A., and Union Bank of California, N.A., as co-syndication
agents, and Bank of America, N.A., as letter of credit issuer and administrative
agent. The Credit Agreement provides for revolving loan advances and issuance of
letters of credit in amounts not to exceed an aggregate of $120 million
outstanding at any one time, subject to increases to up to $200 million under
certain conditions. The facility is to be used for general corporate purposes
and will expire on September 10, 2009. As guarantor, the Company
guarantees the obligations of Vectren Capital under the Credit Agreement and
also agrees to reimburse the lenders, administrative agent and letter of credit
issuer certain costs if incurred in enforcing the guaranty provisions of the
Credit Agreement.
Under the
Credit Agreement, Vectren Capital, as borrower, will select whether loan
advances will bear interest at a floating rate or Eurodollar rate calculated
pursuant to the terms of the Credit Agreement, or a combination of the floating
and Eurodollar rates. Interest on floating-rate advances is due on the last
business day of each month and interest on Eurodollar-rate advances is due on
the last day of the applicable one-, two- three- or six-month interest period.
Vectren Capital may prepay, from time to time, without penalty or premium, all
outstanding advances, subject to minimum aggregate amounts and other
conditions.
Vectren
Capital will pay a facility fee ranging from 0.08% to 0.30% and a letter of
credit fee ranging from 0.545% to 1.700% based on the Company’s then-current
Moody’s and S&P ratings.
The
Company covenants that it will not permit its ratio of consolidated indebtedness
to consolidated indebtedness plus consolidated net worth at the end of each
fiscal quarter to be greater than .65 to 1.0. The Credit Agreement
also contains covenants regarding financial reporting and conduct of Vectren
Capital’s and the Company’s business and other covenants restricting, among
other things, the Company and/or Vectren Capital with respect to indebtedness,
mergers, asset dispositions and liens.
Events of
default under the Credit Agreement include, subject to any applicable cure
period, failures to pay scheduled principal, letter of credit reimbursements and
fees; certain bankruptcy-related events; and certain change-in-control events. A
“change in control” includes certain acquisitions of beneficial ownership of
more than 30% of the Company’s outstanding shares of voting stock, certain
changes in the members constituting the Company’s Board of Directors, and the
Company’s failure to hold 100% of the issued and outstanding capital stock of
Vectren Capital.
A copy of
the Credit Agreement is attached as Exhibit 10.1 to this Current Report on Form
8-K. The foregoing description of the Credit Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Credit Agreement, which is incorporated by reference herein.
Item
9.01. Exhibits.
(d)
Exhibits
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Exhibit
Number
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Description
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10.1
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Credit
Agreement, dated September 11, 2008, among Vectren Capital Corp., as
borrower, Vectren Corporation, as guarantor, the lenders named therein,
JPMorgan Chase Bank, N.A., and Union Bank of California, N.A., as
co-syndication agents, and Bank of America, N.A., as letter of credit
issuer and administrative agent.
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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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September
15, 2008
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VECTREN
CORPORATION
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By:
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/s/
M. Susan Hardwick
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M.
Susan Hardwick, Vice President
and Controller
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INDEX
TO EXHIBITS
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Exhibit
Number
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Description
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10.1
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Credit
Agreement, dated September 11, 2008, among Vectren Capital Corp., as
borrower, Vectren Corporation, as guarantor, the lenders named therein,
JPMorgan Chase Bank, N.A., and Union Bank of California, N.A., as
co-syndication agents, and Bank of America, N.A., as letter of credit
issuer and administrative
agent.
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