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): November 2, 2009
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Commission |
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Exact name of registrant as specified in its charter |
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State of |
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I.R.S. Employer |
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File Number |
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and principal office address and telephone number |
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Incorporation |
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Identification No. |
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0-49807
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Washington
Gas Light Company
101 Constitution Ave., N.W.
Washington, D.C. 20080
(703) 750-4440
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District of
Columbia
and Virginia
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53-0162882 |
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Former name or former address, if changed since last report: None
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET
ARRANGEMENT OF A REGISTRANT
Washington Gas Light Company (Washington Gas), a wholly-owned subsidiary of WGL Holdings, Inc.,
entered into a Note Purchase Agreement, dated November 2, 2009, by and among certain
purchasers for the issuance and sale of $50,000,000 of unsecured 4.76% fixed rate notes (the nominal rate) with a ten
year maturity due November 1, 2019 through a private placement arrangement (the Notes). The estimated effective
cost of the Notes, including consideration of issue fees and hedge proceeds, is 4.79%. The Note Purchase Agreement
provides that, subject to certain conditions, the repayment of the Notes may be accelerated in the
event of default. The conditions that constitute an event of default are fully described in the Note Purchase Agreement. If the repayment
of the Notes is accelerated due to an event of default, the
Notes will mature and the entire unpaid principal amount of any note, plus all accrued and unpaid
interest thereon and a make whole amount determined in respect of such principal amount, will all
be immediately due and payable.
Copies of the form of Note Purchase Agreement and a form of the Note are filed as exhibits to this
Form 8-K. The preceding description is not purported to be complete and is qualified in its
entirety by reference to the full terms and provisions of the Note Purchase Agreement, which is
filed as Exhibit 4.1 attached hereto.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
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4.1 |
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Form of Note Purchase Agreement, dated November 2, 2009, entered into by and among
Washington Gas Light Company and certain purchasers, regarding the issuance and sale by
Washington Gas Light Company of $50,000,000 of unsecured fixed rate notes due November 1,
2019. |
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4.2 |
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Form of Note issued in connection with the Note Purchase
Agreement dated November 2, 2009, by and among Washington Gas Light Company and certain purchasers,
regarding the issuance and sale by Washington Gas Light Company of $50,000,000 of
unsecured fixed rate notes due November 1, 2019. |
SIGNATURE
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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Washington Gas Light Company
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(Registrant) |
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Date:
November 5, 2009
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/s/ Mark P. OFlynn |
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Mark P. OFlynn |
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Controller |
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(Principal Accounting Officer) |
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