Sierra Pacific Resources /NV/ - Current report filing (8-K)
August 28 2008 - 5:04PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
August 27, 2008
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Commission File
Number
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Registrant, Address of
Principal Executive Offices and
Telephone Number
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I.R.S. employer
Identification
Number
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State of
Incorporation
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1-08788
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SIERRA PACIFIC RESOURCES
P.O. Box 10100 (6100 Neil Road)
Reno, Nevada 89520-0400 (89511)
(775) 834-4011
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88-0198358
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Nevada
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0-00508
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SIERRA PACIFIC POWER COMPANY
P.O. Box 10100 (6100 Neil Road)
Reno, Nevada 89520-0400 (89511)
(775) 834-4011
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88-0044418
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Nevada
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None
(Former name, former address and former fiscal year, if changed since last report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 8.01 Other Events
Incorporation of Certain Documents by Reference
On August 27, 2008, Sierra Pacific Power Company (Sierra Pacific Power), a wholly-owned
subsidiary of Sierra Pacific Resources, entered into a purchase agreement with Credit Suisse
Securities (USA) LLC and Lehman Brothers Inc., as representatives of the several underwriters party
thereto, related to the issuance of $250 million of Sierra Pacific Powers 5.45% General and
Refunding Mortgage Notes, Series Q, due 2013 (the Series Q Notes). The purchase agreement is
filed herewith as Exhibit 1.1 and the form of the Officers Certificate which sets forth the terms
of the Series Q Notes is filed herewith as Exhibit 4.1.
The Series Q Notes are expected to be issued on or about September 2, 2008, subject to certain
conditions stated in the purchase agreement. The Series Q Notes will be issued under a shelf
registration statement originally filed with the SEC on September 14, 2007 (No. 333-146100-01).
Sierra Pacific Power has filed a prospectus supplement with the SEC in connection with the issuance
of the Series Q Notes.
The net proceeds from the issuance of the Series Q Notes will be approximately $247.7 million,
after deducting the underwriting discount and estimated expenses. Of the net proceeds from the
sale of the Series Q Notes, approximately $238 million will be used to repay amounts outstanding
under Sierra Pacific Powers Revolving Credit Facility dated November 4, 2005, as amended, which
matures November 2010, which amounts are borrowed at a weighted average interest rate of 3.22% as
of August 22, 2008. The remaining approximately $9.7 million of net proceeds will be used for
general corporate purposes.
This Current Report on Form 8-K is being filed by Sierra Pacific Power for the purpose of
filing exhibits to the registration statement and related prospectus supplements for the issuance
of the Series Q Notes. All such exhibits are hereby incorporated by reference into the
registration statement and related prospectus supplements by reference.
* * *
This Current Report on Form 8-K does not constitute an offer to sell or an solicitation of an
offer to buy the securities described herein, and there shall not be any sale of these securities
in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such jurisdiction. The sale of
securities by Sierra Pacific Power is being made only by means of a prospectus and related
prospectus supplements.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits The following exhibits are filed with this form 8-K:
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Ex. 1.1
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Purchase Agreement, dated August 27, 2008 between Credit Suisse
Securities (USA) LLC and Lehman Brothers Inc., as representatives
of the several underwriters and Sierra Pacific Power Company
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Ex. 4.1
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Form of Officers Certificate establishing the terms of Sierra
Pacific Power Companys 5.45% General and Refunding Mortgage
Notes, Series Q, due 2013
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Ex. 25.1
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Statement of Eligibility of Trustee on Form T-1 of the Bank of New York
Mellon for Sierra Pacific Power Company
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have each
duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.
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Sierra Pacific Resources
(Registrant)
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Date: August 27, 2008
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By:
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/s/ E. Kevin Bethel
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E. Kevin Bethel
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Chief Accounting Officer
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Sierra Pacific Power Company
(Registrant)
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Date: August 27, 2008
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By:
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/s/ E. Kevin Bethel
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E. Kevin Bethel
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Chief Accounting Officer
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