Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
  
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): March 28, 2019
 
RGC RESOURCES, INC.
(Exact name of Registrant as specified in its charter)
  
 
Virginia
 
000-26591
 
54-1909697
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
519 Kimball Ave., N.E. Roanoke, Virginia
 
24016
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: 540-777-4427
 
(Former name or former address, if changed since last report)
 
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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13c-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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.
 
 
 
Emerging growth company
o
                                    
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.
o
 
 
 
 





ITEM 1.01.
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On March 28, 2019, Roanoke Gas Company ("Roanoke"), the utility subsidiary of RGC Resources, Inc. ("Resources") entered into unsecured notes ("Notes") with Highmark, Inc., Prudential Arizona Reinsurance Term Company and The Prudential Insurance Company of America under a Note Commitment with Prudential Investment Management ("Prudential") on January 2, 2019. These Notes in the aggregate principal amount of $10,000,000 bear an interest rate of 4.41% per annum with interest payable semi-annually in March and September of each year, commencing September 28, 2019. The principal balances of the Notes are due on March 28, 2031. The proceeds from these notes will be used to refinance a portion of Roanoke's existing debt under its variable rate line-of-credit.

The Notes were issued under the provisions of the Private Shelf Facility Agreement ("Agreement") Roanoke entered into with Prudential effective September 30, 2015 for a three-year period and subsequently extended until October 2, 2020.

In addition and in connection with the above Notes, also on March 28, 2019, Resources executed an Unconditional Guaranty in favor of Prudential and the affiliates participating in the unsecured notes unconditionally guaranteeing timely payment and performance of the obligations of Roanoke to Prudential.

ITEM 2.03
CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

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

ITEM 9.01.
FINANCIAL STATEMENTS AND EXHIBITS.

(d)     Exhibits.
10.1
10.2
10.3
10.4





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.

 
RGC RESOURCES, INC.
 
 
Date: March 29, 2019
By: /s/ Paul W. Nester
 
Paul W. Nester
 
Vice President, Secretary, Treasurer and CFO