Form 8-K WPS Resources Corporation
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:
June
9,
2006
(Date
of earliest
event reported)
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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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WPS RESOURCES
CORPORATION
(A
Wisconsin
Corporation)
700
North
Adams Street
P.
O. Box
19001
Green
Bay, WI
54307-9001
(920)
433-4901
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39-1775292
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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:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
1.01 Entry
into
a Material Definitive Agreement
On
June 9, 2006, WPS Resources Corporation entered into an unsecured $500 million
Five Year Credit Agreement with Wachovia Bank, National Association, as
Administrative Agent for the lenders; Wachovia Bank, National Association and
Citigroup Global Markets Inc., as Co-Lead Arrangers and Book Managers; Citibank,
N.A., as Syndication Agent; and U.S. Bank, National Association, Bank of
America, N.A. and JPMorgan Chase Bank, N.A., as Co-Documentation Agents. The
new
credit agreement expires on June 9, 2011. The lenders include 11 individual
financial institutions. The new facility will be used to provide backup support
for commercial paper borrowing and letters of credit to accommodate business
growth. The new agreement is in addition to the existing $500 million Five
Year
Credit Agreement reported by WPS Resources on a Form 8-K filed with the
Securities and Exchange Commission on June 8, 2005. WPS Resources’ $300
million bridge loan credit facility entered into with JP Morgan and Bank of
America reported
by WPS
Resources on a Form 8-K filed with the Securities and Exchange Commission on
November 16, 2005 (the “November 8-K”) was terminated
as a result of
entering into this Credit Agreement. An additional $557.5 million bridge loan
facility entered into with JP Morgan and Bank of America and reported in the
November 8-K remains in effect. The amount available under this bridge loan
was
reduced to $417 million as a result of the settlement of the forward equity
sale
agreement with JP Morgan on May 10, 2006.
The
entire $500
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.
WPS
Resources may
increase the amount available for borrowing under the new credit agreement
up to
a total capacity of $750 million, subject to the agreement of the existing
lenders or the addition of new lenders. In addition, WPS Resources may request
two one-year extensions of the maturity date of the agreement, subject to the
agreement of the existing lenders or the addition of new lenders.
WPS
Resources has
the option to borrow funds under the new credit agreement at a floating rate
equal to either (a) the greater of (i) the Federal Funds Rate in effect plus
1/2
of 1% or (ii) the Prime Rate or (b) a periodic reserve-adjusted LIBOR rate,
plus
10.5 basis points. In addition, WPS Resources will pay quarterly commitment
fees
of 4.5 basis points, letter of credit fees of 10.5 basis points and utilization
fees of 5.0 basis points and an annual administrative fee to the administrative
agent. The letter of credit fees only apply to outstanding letters of credit,
and the utilization fees only apply when outstanding loans and letters of credit
exceed 50% of the total commitment. The interest rate based on LIBOR and all
of
the fees (other than the administrative fee) are based on WPS Resources’
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 total funded debt to capital 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 WPS Resources file for bankruptcy. Further,
the
lenders may terminate their obligation to extend credit under the new credit
agreement, and may accelerate payment of WPS Resources' indebtedness under
the
new credit agreement, upon the occurrence of any other event of default, which
includes the failure of WPS Resources to comply with the covenants contained
in
the new credit agreement.
WPS
Resources 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 99.1 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.
Item
2.03 Creation
of
a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant
The
information
provided in Item 1.01 of this Current Report on Form 8-K is incorporated by
reference into this Item 2.03.
Item
9.01 Financial
Statements and Exhibits
The
following
exhibit is being filed herewith:
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99.1
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Credit
Agreement with Wachovia Bank, National Association, as Administrative
Agent for the lenders; Wachovia Bank, National Association and Citigroup
Global Markets Inc., as Co-Lead Arrangers and Book Managers; Citibank,
N.A., as Syndication Agent; and U.S. Bank, National Association,
Bank of
America, N.A. and JPMorgan Chase Bank, N.A., as Co-Documentation
Agents,
dated as of June 9, 2006.
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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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WPS RESOURCES
CORPORATION
By:
/s/
Joseph P. O'Leary
Joseph
P.
O'Leary
Senior
Vice
President
and
Chief
Financial Officer
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Date:
June
15, 2006
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WPS
RESOURCES CORPORATION
Exhibit
Index to
Form 8-K
Dated
June 9,
2006
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Exhibit
Number
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99.1
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Credit
Agreement with Wachovia Bank, National Association,
as
Administrative Agent for the lenders; Wachovia Bank, National
Association
and
Citigroup Global Markets Inc., as Co-Lead Arrangers and Book Managers;
Citibank, N.A., as Syndication Agent; and U.S. Bank, National Association,
Bank of America, N.A. and JPMorgan Chase Bank, N.A., as Co-Documentation
Agents, dated as of June 9, 2006.
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