DCP MIDSTREAM, LP: Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Settlement FD Disclosure, Financial Statements and Exhibits (Form 8-K)


Section 1.01 Entering into a Material Definitive Agreement.

At March 18, 2022, DCP Midstream, LP (the “Partnership”) and its wholly-owned subsidiary, DCP Midstream Operating, LP (the “Company”), entered into the Third Amended and Restated Credit Agreement with Mizuho Bank, Ltd. (“Mizuho”), as administrative agent, and the lenders parties thereto (the “Credit Agreement”). Among other changes, the credit agreement extended the maturity date of the December 9, 2024 for March 18, 2027updated SOFR forward interest rate provisions, introduced a sustainability adjustment margin and amended the restrictive covenant with respect to indebtedness attributable to a qualifying securitization transaction.

The Credit Agreement provides for an unsecured revolving credit facility in an aggregate principal amount of up to $1.4 billionwith an option for the Company to increase the revolving loan commitment by an aggregate principal amount of up to $500 million, subject to required lender approval. Loans under the credit agreement will be used for working capital and other general partnership purposes, including acquisitions. The credit agreement has a term of five years and can be extended for up to two additional one-year periods subject to the required approval of the lender.

The credit agreement provides sub-limits for line of credit loans and for the issuance of letters of credit. Loans under the Credit Agreement bear interest based on, at the option of the Company, either the forward SOFR rate or the base rate plus, in each case, an applicable margin. The applicable margin used in connection with interest rates and fees under the Credit Agreement is based on the Partnership’s or Partnership’s senior unsecured long-term unsecured debt rating, as the case may be, at the applicable time.

In addition, the Credit Agreement implements a sustainability adjustment (the “ESG Margin”) to interest and credit charges payable by the Company, which may result in a positive or negative adjustment of up to (a) 0 .04% for the applicable margin and (b) 0.01% for the service charge. The ESG margin will be calculated based on the performance of the Partnership according to two parameters: (i) the relative variation of the greenhouse gas emissions of the Partnership and its subsidiaries and (ii) the total rate of recordable incidents of the Partnership compared to his peers.

The obligations of the Partnership under the Credit Agreement are unsecured and are guaranteed by the Partnership. None of the Company’s Subsidiaries will guarantee the obligations under the Credit Agreement, unless the Subsidiaries agree to guarantee certain other indebtedness of the Company in the future or the Company otherwise elects to cause such subsidiary becomes guarantor of the obligations under the Credit Agreement. .

The Credit Agreement contains customary covenants, including, but not limited to, (1) a maximum consolidated leverage ratio of the Partnership (the ratio of consolidated net debt to consolidated EBITDA, in each case as defined in the credit agreement) from 5.00 to 1.00 as of the end of each fiscal quarter of the Company; provided that, for certain material acquisitions, the consolidated indebtedness ratio does not exceed 5.50 to 1.00 at the end of such quarter and at the end of the two fiscal quarters immediately thereafter, and (2) limitations on the establishment of liens on assets, debts, mergers and consolidations, transactions with affiliated companies and sales of assets. The credit agreement also includes customary loan terms, representations and warranties, events of default and indemnification provisions. Amounts outstanding under the credit agreement may be accelerated for typical defaults, including, but not limited to, failure to repay principal or interest on a loan, default or performance of any liability, failure to pay a material judgment, certain events of bankruptcy or change of control, subject in some cases to cure periods.

Affiliates of certain of the Lenders under the Credit Agreement have provided from time to time, and may provide in the future, investment, commercial banking and financial advisory services to the Partnership and its affiliates in the ordinary course of business, for which they have received, and may continue to receive, customary fees and commissions.

The foregoing description of the Credit Agreement is not complete and is qualified in its entirety by reference to the Complete Terms of the Credit Agreement, which is filed as Schedule 10.1 hereto and incorporated herein by reference.

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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a

Off-balance sheet arrangement of a registrant.

The information set out in point 1.01 above is incorporated in its entirety herein by reference.

Section 7.01 Disclosure of FD Rules.

At March 22, 2022, the Partnership issued a press release announcing the entering into of the Credit Agreement. A copy of the press release is provided as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In accordance with general instruction B.2. of the current report on Form 8-K, this press release is deemed to be “provided” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the ” Exchange Act”), or otherwise subject to the responsibilities of this section, nor shall this press release be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the exchange law, except as expressly provided by specific reference in this filing.

Item 9.01 Financial statements and supporting documents.

(d)  Exhibits.

Number                                    Description

10.1           Third Amended and Restated Credit Agreement, dated as of March 18,
             2022, by and among DCP Midstream Operating, LP, DCP Midstream, LP,
             Mizuho Bank, Ltd., as administrative agent, and the lenders party
             thereto  .

99.1           Press Release dated March 22, 2022.

101          Cover Page formatted as Inline XBRL.

104          Cover Page Interactive Data File (formatted as Inline XBRL and
             contained in Exhibit 101).

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