FIRSTENERGY CORP: Entering into a Material Definitive Agreement, Creation of a Direct Financial Obligation or Obligation under an Owner’s Off-Balance Sheet Arrangement, Financial Statements and Evidence (Form 8-K)

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Item 1.01 Conclusion of a Material Definitive Agreement.

Revolving credit facilities

On October 18, 2021, FirstEnergy Corp. ("FE" or the "Company") and certain of
its subsidiaries replaced (i) the Credit Agreement, dated as of December 6, 2016
(as amended prior to the date hereof), among FE, certain of its subsidiaries
party thereto, as borrowers, Mizuho Bank, Ltd., as administrative agent, and the
banks party thereto from time to time, and (ii) the Credit Agreement, dated as
of December 6, 2016 (as amended prior to the date hereof), among FirstEnergy
Transmission, LLC ("FET"), certain subsidiaries of FET party thereto, as
borrowers, and PNC Bank, National Association, as administrative agent, and the
banks party thereto from time to time, with six separate senior unsecured
five-year syndicated revolving credit facilities (collectively, the "2021 Credit
Facilities"), as follows:

•the Credit Agreement, dated as of October 18, 2021, among FE and FET, as
borrowers, the banks and other financial institutions party thereto, as lenders,
and JPMorgan Chase Bank, N.A., as administrative agent, establishing a $1.0
billion revolving credit facility ("Parent Credit Facility")
•the Credit Agreement, dated as of October 18, 2021, among The Cleveland
Electric Illuminating Company, Ohio Edison Company and The Toledo Edison
Company, as borrowers, the banks and other financial institutions party thereto,
as lenders, and JPMorgan Chase Bank, N.A., as administrative agent, establishing
a $800 million revolving credit facility ("OH Utilities Credit Facility")
•the Credit Agreement, dated as of October 18, 2021, among Metropolitan Edison
Company, Pennsylvania Electric Company, Pennsylvania Power Company and West Penn
Power Company, as borrowers, the banks and other financial institutions party
thereto, as lenders, and Mizuho Bank, Ltd., as administrative agent,
establishing a $950 million revolving credit facility ("PA Utilities Credit
Facility")
•the Credit Agreement, dated as of October 18, 2021, among Jersey Central Power
& Light Company, as borrower, the banks and other financial institutions party
thereto, as lenders, and Mizuho Bank, Ltd., as administrative agent,
establishing a $500 million revolving credit facility ("NJ Utility Credit
Facility")
•the Credit Agreement, dated as of October 18, 2021, among Monongahela Power
Company and The Potomac Edison Company, as borrowers, the banks and other
financial institutions party thereto, as lenders, and Mizuho Bank, Ltd., as
administrative agent, establishing a $400 million revolving credit facility ("WV
& MD Utilities Credit Facility")
•the Credit Agreement, dated as of October 18, 2021, among American Transmission
Systems, Incorporated, Mid-Atlantic Interstate Transmission, LLC and
Trans-Allegheny Interstate Line Company, as borrower, the banks and other
financial institutions party thereto, as lenders, and PNC Bank, National
Association, as administrative agent, establishing a $850 million credit
facility ("TransCo Credit Facility")

Under the 2021 Credit Facilities, an aggregate amount of $4.5 billion is
available to be borrowed, repaid and reborrowed until October 18, 2026, subject
to each borrower's respective sublimit under the respective facilities.
Generally, borrowings under the 2021 Credit Facilities are available to each
borrower separately and will mature on the earlier of 364 days from the date of
borrowing or the commitment termination date, as the same may be extended. Upon
a borrower demonstrating to the administrative agent authorization to borrow
amounts maturing more than 364 days from the date of borrowing, its borrowings
will mature on the latest commitment termination date.

Borrowings under the 2021 Credit Facilities may take the form of alternate base
rate advances or eurodollar rate advances, borrowed pro rata from all lenders in
proportion to their respective commitments. Outstanding alternate base rate
advances will bear interest at a fluctuating interest rate per annum equal to
the sum of an applicable margin for alternate base rate advances determined by
reference to the applicable borrower's then-current senior unsecured non-credit
enhanced debt ratings (reference ratings) plus the highest of (i) the "prime
rate" published by the Wall Street Journal from time to time, (ii) the sum of
1/2 of 1% per annum plus the federal funds rate in effect from time to time and
(iii) the London Interbank Offered Rate (LIBOR) for a one-month interest period
plus 1%. Outstanding eurodollar rate advances will bear interest at LIBOR for
interest periods of one, three or six months plus an applicable margin
determined by reference to the applicable borrower's reference ratings. Changes
in reference ratings of a borrower would lower or raise its applicable margin
depending on whether ratings improved or were lowered, respectively.


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Under each of the 2021 Credit Facilities, the applicable borrowers will pay the
lenders a commitment fee on the amount of the unused commitments on a quarterly
basis.

In addition, under each of the 2021 Credit Facilities, borrowers may request
from time to time the issuance of letters of credit which are renewable upon the
request of the borrowers and which expire upon the earlier of one year from the
date of issuance or the third business day preceding the commitment termination
date applicable to the issuing bank under the applicable 2021 Credit Facility.
The stated amount of outstanding letters of credit will count against total
commitments available under the 2021 Credit Facilities and against the
applicable borrower's sub-limit under such facility. Currently, the initial
fronting banks have agreed to issue up to an aggregate amount of letters of
credit with respect to (a) the Parent Credit Facility, $100,000,000, (b) the OH
Utilities Credit Facility, $150,000,000, (c) the PA Utilities Credit Facility,
$200,000,000, (d) the NJ Utility Credit Facility, $100,000,000, (e) the WV & MD
Utilities Credit Facility, $100,000,000 and (f) the TransCo Credit Facility,
$200,000,000. Each borrower will pay the lenders a fee equal to the
then-applicable margin for eurodollar rate advances for such borrower multiplied
by the stated amount of each letter of credit issued for its account, in each
case for the number of days that such letter of credit is issued but undrawn,
payable quarterly in arrears.

Under the terms of the 2021 Credit Facilities, borrowings are available upon
customary representations and warranties, terms and conditions for facilities of
this type, and the borrowers are subject to certain customary affirmative and
negative covenants. Each borrower under the 2021 Credit Facilities, other than
FE, is also required to maintain a consolidated debt to total capitalization
ratio, as defined in each of the 2021 Credit Facilities, of no more than 0.65 to
1.00, or in the case of FET, 0.75 to 1.00. Under the Parent Credit Facility, FE
is required to maintain a minimum interest coverage ratio of 2.50 to 1.00
commencing with fiscal quarter ending December 31, 2021.

Borrowings under each of the 2021 Credit Facilities are subject to acceleration
upon the occurrence of events of default, including a cross-default to other
indebtedness of such borrower or its significant subsidiaries in excess of $100
million and defaults for certain bankruptcy or insolvency events of such
borrower or its significant subsidiaries.

The borrowers have paid the usual arrangement fees, upfront and front-end fees to host banks and other lenders in connection with the 2021 credit facility close. Borrowers have ordinary banking and investment relationships with lenders under the 2021 credit facilities.

The foregoing descriptions of the 2021 Credit Facilities above do not purport to
be complete and are qualified in their entirety by reference to the agreements
themselves. The Parent Credit Facility, the OH Utilities Credit Facility, the PA
Utilities Credit Facility, the NJ Utility Credit Facility, the WV & MD Utilities
Credit Facility, and the TransCo Credit Facility are filed as Exhibits 10.1
through 10.6, respectively, hereto, and are incorporated herein by reference.


Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in the section “Revolving credit facilities” in section 1.01 of this form 8-K is incorporated in this section 2.03 by reference.

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Item 9.01 Financial Statements and Exhibits
(d)   Exhibits


I
Exhibit No.                Description
                             Credit Agreement, dated as of October 18, 2021, by and among FirstEnergy
10.1                       Corp., FirstEnergy Transmission, LLC, the banks 

and other financiers

                           institutions party thereto, as lenders, and 

JPMorgan Chase Bank, NA., like

                           administrative agent
                             Credit Agreement, dated as of October 18, 2021, by and among The
10.2                       Cleveland Electric Illuminating Company, Ohio 

Edison Company, The Toledo

                           Edison Company, the banks and other financial 

institutions that are party to it,

                           as lenders, and JPMorgan Chase Bank, N.A., as 

administrative agent

                             Credit Agreement, dated as of October 18, 2021, by and among Metropolitan
10.3                       Edison Company, Pennsylvania Electric Company, 

Pennsylvania Power Company,

                           West Penn Power Company, the banks and other 

part of financial institutions

                           thereto, as lenders, and Mizuho Bank, Ltd., as administrative agent
                             Credit Agreement, dated as of October 18, 2021, by and among Jersey
10.4                       Central Power & Light Company, the banks and

other financial institutions

                           party thereto, as lenders, and Mizuho Bank, 

Ltd., as administrative agent

                             Credit Agreement, dated as of October 18, 2021, by and among Monongahela
10.5                       Power Company, The Potomac Edison Company, the banks and other financial
                           institutions party thereto, as lenders, and Mizuho Bank, Ltd., as
                           administrative agent
                             Credit Agreement, dated as of October 18,

2021, by and among Americans

                           Transmission Systems, Incorporated, Mid-Atlantic Interstate Transmission,
10.6                       LLC, Trans-Allegheny Interstate Line Company, 

banks and other financial institutions

                           institutions party thereto, as lenders, and PNC 

Bank, National Association,

                           as administrative agent
104                        Cover Page Interactive Data File (the cover page XBRL tags are embedded
                           within the Inline XBRL document)
































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Forward-Looking Statements: This Form 8-K includes forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 based
on information currently available to management. Such statements are subject to
certain risks and uncertainties and readers are cautioned not to place undue
reliance on these forward-looking statements. These statements include
declarations regarding management's intents, beliefs and current expectations.
These statements typically contain, but are not limited to, the terms
"anticipate," "potential," "expect," "forecast," "target," "will," "intend,"
"believe," "project," "estimate," "plan" and similar words. Forward-looking
statements involve estimates, assumptions, known and unknown risks,
uncertainties and other factors that may cause actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements, which may
include the following: potential liabilities, increased costs and unanticipated
developments resulting from governmental investigations and agreements,
including those associated with compliance with or failure to comply with the
DPA with the U.S. Attorney's Office for the S.D. Ohio; the results of the
internal investigation and evaluation of our controls framework and remediation
of our material weakness in internal control over financial reporting; the risks
and uncertainties associated with government investigations regarding Ohio House
Bill 6 and related matters including potential adverse impacts on federal or
state regulatory matters including, but not limited to, matters relating to
rates; the potential of non-compliance with debt covenants in our credit
facilities due to matters associated with the government investigations
regarding Ohio House Bill 6 and related matters; the risks and uncertainties
associated with litigation, arbitration, mediation and similar proceedings;
legislative and regulatory developments, including, but not limited to, matters
related to rates, compliance and enforcement activity; the ability to accomplish
or realize anticipated benefits from our FE Forward initiative and our other
strategic and financial goals, including, but not limited to, maintaining
financial flexibility, overcoming current uncertainties and challenges
associated with the ongoing government investigations, executing our
transmission and distribution investment plans, greenhouse gas reduction goals,
controlling costs, improving our credit metrics, strengthening our balance sheet
and growing earnings; economic and weather conditions affecting future operating
results, such as a recession, significant weather events and other natural
disasters, and associated regulatory events or actions in response to such
conditions; mitigating exposure for remedial activities associated with retired
and formerly owned electric generation assets; the ability to access the public
securities and other capital and credit markets in accordance with our financial
plans, the cost of such capital and overall condition of the capital and credit
markets affecting us, including the increasing number of financial institutions
evaluating the impact of climate change on their investment decisions; the
extent and duration of COVID-19 and the impacts to our business, operations and
financial condition resulting from the outbreak of COVID-19 including, but not
limited to, disruption of businesses in our territories and governmental and
regulatory responses to the pandemic; the effectiveness of our pandemic and
business continuity plans, the precautionary measures we are taking on behalf of
our customers, contractors and employees, our customers' ability to make their
utility payment and the potential for supply-chain disruptions; actions that may
be taken by credit rating agencies that could negatively affect either our
access to or terms of financing or our financial condition and liquidity;
changes in assumptions regarding economic conditions within our territories, the
reliability of our transmission and distribution system, or the availability of
capital or other resources supporting identified transmission and distribution
investment opportunities; changes in customers' demand for power, including, but
not limited to, the impact of climate change or energy efficiency and peak
demand reduction mandates; changes in national and regional economic conditions
affecting us and/or our major industrial and commercial customers or others with
which we do business; the risks associated with cyber-attacks and other
disruptions to our information technology system, which may compromise our
operations, and data security breaches of sensitive data, intellectual property
and proprietary or personally identifiable information; the ability to comply
with applicable reliability standards and energy efficiency and peak demand
reduction mandates; changes to environmental laws and regulations, including,
but not limited to, those related to climate change; changing market conditions
affecting the measurement of certain liabilities and the value of assets held in
our pension trusts and other trust funds, or causing us to make contributions
sooner, or in amounts that are larger, than currently anticipated; labor
disruptions by our unionized workforce; changes to significant accounting
policies; any changes in tax laws or regulations, or adverse tax audit results
or rulings; and the risks and other factors discussed from time to time in our
SEC filings. These forward-looking statements are also qualified by, and should
be read together with, the risk factors included in FirstEnergy Corp.'s filings
with the SEC, including but not limited to the most recent Annual Report on Form
10-K, any subsequent Quarterly Reports on Form 10-Q, and subsequent Current
Reports on Form 8-K. The foregoing review of factors also should not be
construed as exhaustive. New factors emerge from time to time, and it is not
possible for management to predict all such factors, nor assess the impact of
any such factor on FirstEnergy Corp.'s business or the extent to which any
factor, or combination of factors, may cause results to differ materially from
those contained in any forward-looking statements. FirstEnergy Corp. expressly
disclaims any obligation to update or revise, except as required by law, any
forward-looking statements contained herein or in the information incorporated
by reference as a result of new information, future events or otherwise.

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