UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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): September 28, 2006
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Exact Name of Registrant as Specified |
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in Charter; State of Incorporation; |
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IRS Employer |
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Address and Telephone Number |
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Identification Number |
1-8962
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Pinnacle West Capital Corporation
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86-0512431 |
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(an Arizona corporation) |
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400 North Fifth Street, P.O. Box 53999 |
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Phoenix, AZ 85072-3999 |
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(602) 250-1000 |
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1-4473
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Arizona Public Service Company
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86-0011170 |
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(an Arizona corporation) |
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400 North Fifth Street, P.O. Box 53999 |
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Phoenix, AZ 85072-3999 |
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(602) 250-1000 |
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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:
o Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
This combined Form 8-K is separately filed by Pinnacle West Capital Corporation and Arizona Public
Service Company. Each registrant is filing on its own behalf all of the information contained in
this Form 8-K that relates to such registrant and, where required, its subsidiaries. Except as
stated in the preceding sentence, neither registrant is filing any information that does not relate
to such registrant, and therefore makes no representation as to any such information.
Item 1.01. Entry into a Material Definitive Agreement.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On September 28, 2006, Arizona Public Service Company (“APS”) entered into an unsecured
revolving credit facility with Bank of America, N.A., as Administrative Agent and Issuing Bank, The
Bank of New York, as Syndication Agent and Issuing Bank, Citibank, N.A., JPMorgan Chase Bank, N.A.,
and Credit Suisse, as Co-Documentation Agents, Banc of America Securities LLC and BNY Capital
Markets, Inc., as Joint Lead Arrangers, and the lender parties thereto, allowing APS to borrow,
repay and reborrow, from time to time, up to $500 million on or prior to September 28, 2011. APS
may increase the amount of the facility up to a maximum facility of $600 million upon the
satisfaction of certain conditions. Once a year APS has the option to request that the facility be
extended for an additional one-year period. APS will use the facility for general corporate
purposes. The facility can also be used for letters of credit.
APS must repay borrowings under the facility by September 28, 2011 unless extended or
accelerated as described below. APS must pay interest and fees from time to time based on APS’
then-current senior unsecured debt credit ratings.
Borrowings under the facility are conditioned on APS’ ability to make certain representations
except for representations concerning no material adverse change and litigation. The facility
includes customary covenants, including that APS maintain a maximum consolidated
debt-to-capitalization ratio and comply with a negative lien provision. The facility also includes
customary events of default, including a cross default provision and a change of control provision
relating to Pinnacle West Capital Corporation. If an event of default occurs, lenders holding a
specified percentage of the commitments, or the administrative agent with such lenders’ consent,
may terminate the obligations of the lenders to make loans under the facility and the obligations
of the issuing banks to issue letters of credit, and/or may declare the obligations outstanding
under the facility to be due and payable. Such termination and acceleration will occur
automatically in the event of an insolvency or bankruptcy default relating to APS.
APS and its affiliates maintain normal banking and other relationships with the agents and
other lenders in the facility.