UNITED STATES
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): September 13, 2016
 
 
 
 
 
 
 
 
Commission    
File Number    
 
Exact name of registrant as specified in its charter
and principal office address and telephone number
 
State of
Incorporation
 
I.R.S. Employer
Identification
No.
1-16163
 
 WGL Holdings, Inc.
 101 Constitution Ave., N.W.
 Washington, D.C. 20080
 (703) 750-2000
 
Virginia
 
52-2210912
0-49807
 
 Washington Gas Light Company
 101 Constitution Ave., N.W.
 Washington, D.C. 20080
 (703) 750-4440
 
District of Columbia  
and Virginia  
 
53-0162882
Former name or former address, if changed since last report: None
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:
[   ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[   ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[   ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[   ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 





ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On September 16, 2016, Washington Gas Light Company (the “Company”) issued $250,000,000 aggregate principal amount of 3.796% Notes due 2046 (the “Notes”) under its medium-term notes program, pursuant to a Terms Agreement (the “Terms Agreement”), dated September 13, 2016, between the Company and Wells Fargo Securities, LLC, MUFG Securities Americas Inc., BB&T Securities, LLC, TD Securities (USA) LLC and The Williams Capital Group, L.P., as agents. The Notes were offered to the public at par, and proceeds to the Company, net of commissions, were $248,125,000 (excluding expenses). The Notes were registered under the Securities Act of 1933, as amended, pursuant to a shelf registration statement on Form S-3 (File No. 333-206576) filed by the Company.
As described in the Terms Agreement, the Notes are subject to prepayment at the Company's option at any time in whole or from time to time in part, at a redemption price equal to the greater of (i) 100% of the principal amount thereof and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon, plus a make-whole call premium, plus, in either such case, accrued and unpaid interest on the principal of such Notes to the date of redemption. At any time on and after March 15, 2046, the Company may redeem the Notes on any date or dates, in whole or from time to time in part, at 100% of the principal of such Notes, plus accrued and unpaid interest on the principal of such Notes to the date of redemption.
The Notes were issued pursuant to that certain Indenture, dated as of September 1, 1991, as amended by that certain Supplemental Indenture, dated as of September 1, 1993, each between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)   Exhibits
The following exhibits are furnished herewith:
Exhibit
No.
Description
 
 
1.1*
Terms Agreement, dated September 13, 2016, between Washington Gas Light Company, MUFG Securities Americas Inc., Wells Fargo Securities, LLC, BB&T Securities, LLC, TD Securities (USA) LLC and The Williams Capital Group, L.P.
 
 
4.1
Indenture, dated Sept. 1, 1991, between Washington Gas Light Company and The Bank of New York (incorporated by reference to Exhibit 4 to Form 8-K, dated September 19, 1991, in File No. 1-1483).

 
 
4.2
Supplemental Indenture to Indenture, dated Sept. 1, 1993, between Washington Gas Light Company and The Bank of New York (incorporated by reference to Exhibit 4 to Form 8-K, dated September 1, 1993, in File No. 1-1483).
 
 
4.3
Form of Unsecured Notes (incorporated by reference to Exhibit 4.2/4.3 to Form 8-K, dated September 19, 1991, in File No. 1-1483).
 
 
5*
Opinion of Leslie T. Thornton, Esquire.
 
 
23
Consent of Leslie T. Thornton, Esquire (included in Exhibit No. 5).

 
 
*
Filed herewith




SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this Report to be signed on each of their behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
WGL Holdings, Inc.
 
 
 
 
and
 
 
 
 
Washington Gas Light Company
 
 
 
 
(Registrants)
Date:       September 19, 2016    
 
 
 
/s/    William R. Ford
 
 
 
 
William R. Ford
 
 
 
 
Vice President & Chief Accounting Officer
 
 
 
 
(Principal Accounting Officer)




INDEX TO EXHIBITS
The following exhibits are furnished herewith:
Exhibit
No.
Description
 
 
1.1*
Terms Agreement, dated September 13, 2016, between Washington Gas Light Company, MUFG Securities Americas Inc., Wells Fargo Securities, LLC, BB&T Securities, LLC, TD Securities (USA) LLC and The Williams Capital Group, L.P.
 
 
4.1
Indenture, dated Sept. 1, 1991, between Washington Gas Light Company and The Bank of New York (incorporated by reference to Exhibit 4 to Form 8-K, dated September 19, 1991, in File No. 1-1483).

 
 
4.2
Supplemental Indenture to Indenture, dated Sept. 1, 1993, between Washington Gas Light Company and The Bank of New York (incorporated by reference to Exhibit 4 to Form 8-K, dated September 1, 1993, in File No. 1-1483).
 
 
4.3
Form of Unsecured Notes (incorporated by reference to Exhibit 4.2/4.3 to Form 8-K, dated September 19, 1991, in File No. 1-1483).
 
 
5*
Opinion of Leslie T. Thornton, Esquire.
 
 
23
Consent of Leslie T. Thornton, Esquire (included in Exhibit No. 5).

 
 
*
Filed herewith




Exhibit 1.1

TERMS AGREEMENT

Washington Gas Light Company
101 Constitution Avenue, N.W.
Washington, D.C. 20080

Attention:
Subject in all respects to the terms and conditions of the Distribution Agreement (the “ Distribution Agreement ”), dated September 10, 2015 among BB&T Capital Markets, a division of BB&T Securities, LLC, MUFG Securities Americas Inc. (formerly known as Mitsubishi UFJ Securities (USA), Inc.), TD Securities (USA) LLC, The Williams Capital Group, L.P., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC and Washington Gas Light Company (the “ Company ”), the undersigned agrees to purchase the following principal amount of the Company’s Medium-Term Notes, Series K (the “ Notes ”):
Aggregate Principal Amount: $250,000,000
Security: Medium Term Notes, Series K
Coupon Rate: 3.796%
Maturity Date: September 15, 2046
Interest Payment Dates: March 15 and September 15 of each year, commencing on March 15, 2017
Issue Price: 100.00% of Principal Amount
Purchase Price: 99.25% of Principal Amount plus accrued interest, if any, from September 16, 2016
Pricing Date and Time: September 13, 2016 / 3:35 p.m. New York City time
Ratings: Moody’s: A1; S&P: A+; Fitch: AA-

Settlement Date: September 16, 2016

Participating Agents: MUFG Securities Americas Inc., Wells Fargo Securities, LLC, BB&T Securities, LLC, TD Securities (USA) LLC and The Williams Capital Group, L.P.

Redemption: Prior to March 15, 2046, the notes may be redeemed at our option on any date or dates, in whole or from time to time in part, at a redemption price, to be calculated by us, which


may be determined as the greater of (i) 100% of the principal of such notes; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined Pricing Supplement No. 1) plus a Make-Whole Call Premium of +20 bps, plus, in either such case, accrued and unpaid interest on the principal of such notes to the date of redemption. At any time on and after March 15, 2046, the notes may be redeemed at our option on any date or dates, in whole or from time to time in part, at 100% of the principal of such notes, plus accrued and unpaid interest on the principal of such notes to the date of redemption.

Method of Payment: Federal funds wire
Modification of Section 3(b)
of the Distribution Agreement:
Replace Section 3(b) of the Distribution Agreement in its entirety with the following:
“(b) The Company agrees that, unless it has obtained or will obtain the prior written consent of the Agents, and each Agent, severally and not jointly, agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Notes that would constitute a “free writing prospectus” (as defined in Rule 405) required to be filed by the Company with the Commission or retained by the Company under Rule 433, other than the information contained in the Pricing Supplement prepared and filed pursuant to Section 5(a) and (ii) a free writing prospectus, including any road show, that is not required to be filed by the Company pursuant to Rule 433. Any such free writing prospectus consented to by the Agents or the Company and listed on Schedule I to a Terms Agreement is hereinafter referred to as a “ Permitted Free Writing Prospectus .” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in Rule 433) and (ii) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.”

Modification, if any, in
the requirements to
deliver the documents
specified in Section 6(b)
of the Distribution Agreement: None.
Period during which additional
Notes may not be sold pursuant
to Section 4(m) of the Distribution
Agreement:                None.




This Agreement shall be governed by and construed in accordance with the laws of New York.
MUFG SECURITIES AMERICAS INC.
By:     /s/ Richard Testa            
Title: Managing Director

WELLS FARGO SECURITIES, LLC
By:     /s/ Carolyn Hurley            
Title: Director


Accepted: September 13, 2016
WASHINGTON GAS LIGHT COMPANY
By:     /s/ Anthony M. Nee                
Title: Vice President and Treasurer




Schedule I

•
Washington Gas Light Company Medium Term Notes Offering Road Show dated September 2016







Exhibit 5
            



September 16, 2016

Washington Gas Light Company
101 Constitution Avenue, N.W.
Washington, D.C. 20080

Re:    Medium-Term Notes, Series K

Ladies and Gentlemen:

As Senior Vice President, General Counsel and Corporate Secretary of Washington Gas Light Company (the “Company”), I submit this opinion of counsel in connection with the issuance by the Company on the date hereof of $250,000,000 aggregate principal amount of Medium-Term Notes, Series K (the “Debt Securities”), pursuant to that certain indenture, dated as of September 1, 1991 (the “Base Indenture”), as amended by that certain supplemental indenture (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), dated as of September 1, 1993, each between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Trustee”). The Debt Securities have been registered on a Registration Statement on Form S-3, Registration No. 333-206576 (the “Registration Statement”), including the prospectus included therein (the “Prospectus”), filed with the Securities and Exchange Commission by the Company under the Securities Act of 1933, as amended (the “Act”), on August 26, 2015 and declared effective on September 10, 2015. Copies of the Base Indenture and the Supplemental Indenture are incorporated by reference as exhibits to the Registration Statement.

In arriving at the opinions expressed below, I have examined originals, or copies certified or otherwise identified to my satisfaction as being true and complete copies of the originals, of the Indenture and such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as I have deemed necessary or advisable to enable me to render these opinions. In my examination, I have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to me as originals and the conformity to original documents of all documents submitted to me as copies. As to any facts material to these opinions, I have relied to the extent I deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and others.

Based on the foregoing and subject to the qualifications and limitations expressed below, I am of the opinion that:

Assuming that no stop order is in effect with respect to the Registration Statement and that the Indenture has been qualified under the Trust Indenture Act of 1939; when the terms of the applicable Debt Securities and of their issuance and sale have been duly established in conformity with the Indenture; and when such Debt Securities have been duly executed and authenticated in accordance with the Indenture and issued and sold as contemplated in the Registration Statement, the supplement or supplements to the Prospectus included therein and the applicable definitive distribution, purchase, underwriting or similar agreement; and if all the foregoing actions are taken pursuant to authority granted in duly adopted resolutions


of the Company’s Board of Directors, and so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, such Debt Securities will constitute legally valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms.    
    
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to the reference to me under the caption “Legal Opinions” in the prospectus included in the Registration Statement. In giving my consent, I do not thereby admit that I am within the category of persons whose consent is required by Section 7 of the Act.



Very truly yours,

/s/ Leslie T. Thornton

Leslie T. Thornton
Senior Vice President, General Counsel and
Corporate Secretary