Vectren 2013 Annual Report Download - page 100

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percent senior guaranteed notes, due June 5, 2028 and (ii) $80 million, 4.25 percent senior guaranteed notes, due June 5,
2043. Total proceeds received from these notes, net of issuance costs, were $44.8 million and $79.6 million, respectively. The
notes are unconditionally guaranteed by Indiana Gas, SIGECO and VEDO.
On August 22, 2013, VUHI entered into a private placement note purchase agreement with a delayed draw feature, pursuant to
which institutional investors agreed to purchase $150 million of senior guaranteed notes with a fixed interest rate of 3.72
percent per annum, due December 5, 2023. The notes were unconditionally guaranteed by Indiana Gas, SIGECO, and VEDO.
On December 5, 2013, the Company received net proceeds of $149.1 million from the issuance of the senior guaranteed notes,
which were used to refinance $100 million of 5.25 percent senior notes that matured August 1, 2013, for capital expenditures,
and for general corporate purposes.
Vectren Capital 2012 Term Loan
On November 1, 2012, Vectren Capital entered into a $100 million three year term loan agreement. Loans under the term loan
agreement bear interest at either a Eurodollar rate or base rate plus an additional margin which is based on the Company's
credit rating. Interest periods are variable and may range from seven days to six months. The proceeds from this debt
transaction were used to repay short-term borrowings outstanding under Vectren Capital's credit facility. The loan agreement is
guaranteed by Vectren Corporation and includes customary representations, warranties and covenants, including a leverage
covenant consistent with leverage covenants contained in other Vectren Capital borrowing arrangements. The Company
received net proceeds of approximately $100 million in November 2012.
Utility Holdings 2012 Debt Transactions
On February 1, 2012, Utility Holdings issued $100 million of senior unsecured notes at an interest rate of 5.00 percent per
annum and with a maturity date of February 3, 2042. The notes were sold to various institutional investors pursuant to a private
placement note purchase agreement executed in November 2011 with a delayed draw feature. These senior notes are
unsecured and jointly and severally guaranteed by Utility Holdings’ regulated utility subsidiaries, SIGECO, Indiana Gas, and
VEDO. The proceeds from the sale of the notes, net of issuance costs, totaled approximately $99.5 million. These notes have
no sinking fund requirements and interest payments are due semi-annually. These notes contain customary representations,
warranties and covenants, including a leverage covenant consistent with leverage covenants contained in other Utility Holdings’
borrowing arrangements.
Utility Holdings 2011 Debt Issuance
On November 21, 2011, the Company exercised a call option on Utility Holdings' $96.2 million 5.95 percent senior notes due
2036. This debt was refinanced on November 30, 2011. On that date, Utility Holdings closed a financing under a private
placement note purchase agreement pursuant to which various institutional investors purchased the following tranches of
notes: (i) $55 million of 4.67 percent Senior Guaranteed Notes, due November 30, 2021, (ii) $60 million of 5.02 percent Senior
Guaranteed Notes, due November 30, 2026, and (iii) $35 million of 5.99 percent Senior Guaranteed Notes, due December 2,
2041. These senior notes are unsecured and jointly and severally guaranteed by Utility Holdings’ regulated utility subsidiaries,
SIGECO, Indiana Gas, and VEDO. The proceeds from the sale of the notes, net of issuance costs, totaled $149.0
million. These notes have no sinking fund requirements and interest payments are due semi-annually. These notes contain
customary representations, warranties and covenants, including a leverage covenant consistent with leverage covenants
contained in other Utility Holdings’ borrowing arrangements.
Long-Term Debt Puts, Calls, and Mandatory Tenders
Certain long-term debt issues contain optional put and call provisions that can be exercised on various dates before maturity.
During 2013, the Company had no repayments related to investor put provisions and at December 31, 2013, the only debt with
investor puts were two series of SIGECO variable rate demand bonds, aggregating $41.3 million, with a variable interest rate
that is reset weekly. This SIGECO debt is fully supported by letters of credit that are available should any of the debt holders
decide to put the debt to SIGECO and the remarketing agent is unable to remarket it to other investors.
Certain other series of SIGECO bonds, aggregating $49.1 million, currently bear interest at fixed rates and are subject to
mandatory tender in September 2017.