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): December 31, 2010
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Exact Name of Registrant as Specified in |
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Charter; State of Incorporation; |
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IRS Employer |
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Address and Telephone Number |
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Identification Number |
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| 1-8962
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Pinnacle West Capital Corporation
(an Arizona corporation)
400 North Fifth Street, P.O. Box 53999
Phoenix, AZ 85072-3999
(602) 250-1000
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86-0512431 |
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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 (17 CFR 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 or furnished by Pinnacle West Capital Corporation
and Arizona Public Service Company. Each registrant is filing or furnishing 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 or
furnishing 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 1.02. Termination of 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.
Arizona Public Service Company (“APS”) Facility
On February 14, 2011, APS entered into an unsecured revolving credit facility with Barclays
Bank PLC, as Agent and Issuing Bank, Credit Suisse Securities (USA) LLC, as Syndication Agent,
Credit Suisse AG, Cayman Islands Branch, as Issuing Bank, and Bank of America, N.A. and Wells Fargo
Bank, National Association, as Co-Documentation Agents, and the lender parties thereto, allowing
APS to borrow, repay and reborrow, from time to time, up to $500 million on or prior to February
13, 2015. On February 14, 2011, APS terminated its prior $489 million 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,
Cayman Islands Branch, as Co-Documentation Agents, and the lender parties thereto, which was
replaced by the new facility. The prior revolving credit facility would have expired
on September 28, 2011. APS will use the new facility for general corporate purposes, including as a
standby facility to support commercial paper issuances. The facility can also be used for letters
of credit.
Borrowings under the facility will bear interest based on APS’s then-current senior unsecured
debt ratings.
Borrowings under the facility are conditioned on APS’s ability to make certain representations
at the time each borrowing is made, except for representations concerning no material adverse
effect and certain litigation matters, which were made only at the time the facility was entered
into. The facility includes customary covenants, including that APS maintain a maximum
consolidated debt-to-capitalization ratio and comply with certain lien restrictions. 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
(“Pinnacle West” or the “Company”), the parent
company of APS.
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 may declare the obligations outstanding under the facility to be due and payable.
APS and its affiliates maintain normal banking and other relationships with the agents and
various other lenders in the new facility and in the prior $489 million revolving credit facility
that has been terminated.
Item 2.02. Results of Operations and Financial Condition.
Item 7.01. Regulation FD Disclosure.
The following information is furnished pursuant to both Item 2.02 and 7.01.
On February 18, 2011, Pinnacle West issued a press release regarding its financial results for
the fiscal quarter and full year ended December 31, 2010 and its earnings outlook for 2011. A copy of the press
release is attached hereto as Exhibit 99.1.
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