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Financing
 9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Financing
(5)
Financing

 

Shelf Registration Statement

 

We maintain an effective shelf registration statement with the SEC under which we may issue, from time to time, an unspecified amount of senior debt securities, subordinated debt securities, common stock, preferred stock, warrants and other securities. In anticipation of the approaching expiration of our previous shelf registration statement on Form S-3 originally filed on August 4, 2020 (Registration No. 333-240320), we filed a new shelf registration statement on Form S-3 on June 16, 2023 (Registration No. 333-272739).

 

Short-term Debt

 

Revolving Credit Facility and CP Program

 

On May 9, 2023, we amended and restated our corporate Revolving Credit Facility, which replaced LIBOR as a benchmark interest rate with the SOFR. The adoption of SOFR as a benchmark interest rate was in advance of the scheduled elimination of LIBOR as a benchmark interest rate on June 30, 2023. No other significant terms or conditions, including borrowing capacity, credit spreads or financial covenants were modified under these amendments and restatements.

 

Our Revolving Credit Facility and CP Program, which are classified as Notes payable on the Consolidated Balance Sheets, had the following borrowings, outstanding letters of credit, and available capacity (dollars in thousands) as of:

 

 

September 30, 2023

 

December 31, 2022

 

Amount outstanding

$

—

 

$

535,600

 

Letters of credit (a)

$

3,707

 

$

24,626

 

Available capacity

$

746,293

 

$

189,774

 

Weighted average interest rates

N/A

 

 

4.88

%

 

(a)
Letters of credit are off-balance sheet commitments that reduce the borrowing capacity available on our corporate Revolving Credit Facility.

 

Revolving Credit Facility and CP Program borrowing activity was as follows (dollars in thousands):

 

 

Nine Months Ended September 30,

 

 

2023

 

2022

 

Maximum amount outstanding (based on daily outstanding balances)

$

548,700

 

$

508,200

 

Average amount outstanding (based on daily outstanding balances)

$

109,209

 

$

347,121

 

Weighted average interest rates

 

4.91

%

 

1.41

%

 

Long-term Debt

 

On September 15, 2023, we completed a public debt offering of $450 million, 6.15% senior unsecured notes due May 15, 2034. Proceeds from the offering, which were net of $7.2 million of deferred financing costs, were used for general corporate purposes. We also plan to use the proceeds from the offering, along with cash on hand, to repay all of our $525 million principal amount outstanding notes on their November 30, 2023 maturity date.

 

On March 7, 2023, we completed a public debt offering of $350 million, 5.95% five year senior unsecured notes due March 15, 2028. The proceeds from the offering, which were net of $4.2 million of deferred financing costs, were used to repay notes outstanding under our CP Program and for other general corporate purposes.

 

Debt Covenants

 

Revolving Credit Facility

 

We were in compliance with all of our Revolving Credit Facility covenants as of September 30, 2023. We are required to maintain a Consolidated Indebtedness to Capitalization Ratio not to exceed 0.65 to 1.00. Subject to applicable cure periods, a violation of this covenant would constitute an event of default that entitles the lenders to terminate their remaining commitments and accelerate all principal and interest outstanding. As of September 30, 2023, our Consolidated Indebtedness to Capitalization Ratio was 0.61 to 1.00.

 

Wyoming Electric

 

Wyoming Electric was in compliance with all covenants within its financing agreements as of September 30, 2023. Wyoming Electric is required to maintain a debt to capitalization ratio of no more than 0.60 to 1.00. As of September 30, 2023, Wyoming Electric's debt to capitalization ratio was 0.53 to 1.00.

 

Equity

 

At-the-Market Equity Offering Program

 

As previously disclosed, on August 4, 2020, we entered into an Amended and Restated Equity Distribution Sales Agreement ("Previous Sales Agreement") to sell shares of common stock up to an aggregate of $400 million, from time to time, through our ATM program utilizing our shelf registration statement. On June 16, 2023, in conjunction with the new shelf registration statement filing discussed above, we entered into a new Equity Distribution Sales Agreement ("Sales Agreement") and terminated the Previous Sales Agreement. The Sales Agreement, which is similar to the Previous Sales Agreement, allows us to sell shares of common stock up to an aggregate of $400 million through our ATM program.

 

ATM activity was as follows (net proceeds and issuance costs in millions):

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2023

 

2022

 

2023

 

2022

 

August 4, 2020 ATM Program

 

 

 

 

 

 

 

 

Proceeds, (net of issuance costs of $0, $0, $(0.5) and $(0.2), respectively)

$

-

 

$

-

 

$

48.5

 

$

20.2

 

Number of shares issued

 

-

 

 

-

 

 

775,225

 

 

272,592

 

 

 

 

 

 

 

 

 

June 16, 2023 ATM Program

 

 

 

 

 

 

 

 

Proceeds, (net of issuance costs of $(0.5), $0, $(0.6) and $0, respectively)

$

52.8

 

$

-

 

$

59.2

 

$

-

 

Number of shares issued

 

930,844

 

 

-

 

 

1,037,399

 

 

-

 

 

 

 

 

 

 

 

 

Total activity under both ATM Programs

 

 

 

 

 

 

 

 

Proceeds, (net of issuance costs of $(0.5), $0, $(1.1) and $(0.2), respectively)

$

52.8

 

$

-

 

$

107.7

 

$

20.2

 

Number of shares issued

 

930,844

 

 

-

 

 

1,812,624

 

 

272,592

 

Average price per share

$

57.33

 

$

-

 

$

60.02

 

$

74.84

 

 

Shareholder Dividend Reinvestment and Stock Purchase Plan

 

Effective as of July 7, 2023, we terminated our DRSPP. On July 10, 2023, we filed a post-effective amendment to amend the Registration Statement on Form S-3 (File No. 333-240319) filed with the SEC on August 4, 2020. The filing of this post-effective amendment de-registered all shares of common stock that were issuable under the DRSPP but not sold as of July 7, 2023. With the termination of the DRSPP, a direct stock purchase plan was offered which allows shareholders to continue making share transactions. This plan is sponsored and administered solely by EQ Shareowner Services, our transfer agent.