8-K - RGCO - Equibles

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): October 7, 2022

RGC RESOURCES, INC.

(Exact name of Registrant as specified in its charter)

Virginia	000-26591	54-1909697
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission<br><br> <br>File Number)	(IRS Employer<br><br> <br>Identification No.)
519 Kimball Ave., N.E., Roanoke, Virginia	24016
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(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 540-777-4427

(Former name or former address, 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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)
☐	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 13c-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, $5 Par Value	RGCO	NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 if the Securities Exchange Act of 1934.

Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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☐

ITEM 1.01	ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On October 7, 2022, Roanoke Gas Company ("Roanoke"), the utility subsidiary of RGC Resources, Inc., entered into the Third Amendment to the Natural Gas Asset Management Agreement (the "Amendment"), dated September 23, 2022, with Sequent Energy Management LLC, formerly Sequent Energy Management, L.P. ("Sequent"), effective as of April 1, 2023. The Amendment modifies the original Natural Gas Asset Management Agreement and prior amendments between Roanoke and Sequent by extending the term of the agreement for an additional 24 months through March 31, 2025 and amending the utilization fee.

ITEM 9.01	FINANCIAL STATEMENT AND EXHIBITS
(d) Exhibits.
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10.1	Amendment No. 3 to Natural Gas Asset Management Agreement dated September 23, 2022, by and between Roanoke Gas Company and Sequent Energy Management LLC*.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Exhibit M to this agreement is not included with this filing. The Registrant hereby undertakes and agrees to furnish supplementally a copy of this exhibit to the Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RGC RESOURCES, INC.
Date: October 11, 2022	By: /s/ Jason A. Field
	Jason A. Field
	Vice President, Chief Financial Officer and Treasurer
	(Principal Financial Officer)

ex_428150.htm

Exhibit 10.1

AMENDMENT NO. 3 TO

NATURAL GAS ASSET MANAGEMENT AGREEMENT

THIS AMENDMENT NO. 3 TO NATURAL GAS ASSET MANAGEMENT AGREEMENT, dated September 23, 2022 (this “Amendment”), **** is by and between Roanoke Gas Company ("Counterparty"), a Virginia corporation, and Sequent Energy Management LLC(“Manager”), a Delaware limited liability company (formerly Sequent Energy Management, L.P.). Manager and Counterparty are sometimes referred to herein collectively as the “Parties.”

RECITALS

WHEREAS, Manager and Counterparty are parties to that certain Natural Gas Asset Management Agreement, dated April 1, 2018, as amended by that certain Amendment No.1 to Natural Gas Asset Management Agreement, dated July 31, 2020 and as further amended by that certain Amendment No. 2 to Natural Gas Asset Management Agreement, dated August 5, 2021 (the “Agreement”);

WHEREAS, Manager and Counterparty desire to extend the Agreement for twenty four (24) months at the end of the current Term; and

WHEREAS, in connection with such extension, Manager and Counterparty desire to amend the Agreement on the terms and subject to the conditions set forth below.

AGREEMENT

NOW, THEREFORE, for and in consideration of the mutual premises, covenants and agreements hereinafter set forth, the Parties agree to amend the Agreement as follows:

1. Defined Terms . All initially capitalized terms used but not defined herein have the meanings set forth in the Agreement.

2. Effective Date. The effective date of this Amendment shall be April 1, 2023 (the “Effective Date”).

3. Extension. Subject to the terms set for herein, the Parties hereby agree that the Agreement will be extended for twenty four (24) months at the end of the current Term (through March 31, 2025).

4. Amendments to the Agreement.

(a)	As of the date hereof, the Agreement is hereby amended as follows:
(i)	All references in the Agreement to “Sequent Energy Management, L.P.” shall be replaced with “Sequent Energy Management LLC”.
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(ii)	Section 6.01(b) is hereby amended by replacing the reference to “Georgia” with “Delaware”.
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(iii)	Section 8.02 is hereby amended by replacing the reference to “Southern Company Gas” in the last sentence thereof with “The Williams Companies, Inc.”
(iv)	Section 4.01(b) is hereby amended by adding the following new sentence after the last sentence thereof:
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“If this Agreement has terminated pursuant to this Section 4.01(b), such termination shall be effected as set forth in Section 9.02(d) and the electing party will be deemed to be the non-defaulting Party solely for purposes of determining the Settlement Amount.”

(v)	Section 5.04 is hereby amended by adding the following new sentence after the last sentence thereof:

“If this Agreement has terminated pursuant to this Section 5.04, such termination shall be effected as set forth in Section 9.02(d) and the electing party will be deemed to be the non-defaulting Party solely for purposes of determining the Settlement Amount.”

(b)	As of the Effective Date, the Agreement is hereby amended as follows:
(i)	The second paragraph of Section 2.01 will be deleted in its entirety and replaced with the following:
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“Counterparty shall not terminate or materially modify or amend any contract or agreement that is included in the Asset Portfolio, as detailed in Exhibit A. As such, the Utilization Fee, as detailed in Exhibit M, shall remain unchanged during the Term. The Parties acknowledge and agree that changes to the Asset Portfolio may be required due to regulatory changes, in which case the provisions set forth in Section 12.04 will apply. To the extent Counterparty determines that it needs to enter into a new contract or agreement, the Parties will use good faith efforts to negotiate additional utilization fees and/or revenue sharing mechanisms as may be mutually agreed to by the Parties. Counterparty reserves the right to release any new contract or agreement that is not included in Exhibit A to another asset manager or third party.”

(ii)	Section 9.01 will be amended by replacing the reference to “March 31, 2021” in the first sentence thereof with “March 31, 2025”.
(iii)	Section 12.04 will be deleted in its entirety and replaced with the following:
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“12.04 Termination Due to Regulatory Changes

Either Party may terminate this Agreement in the event that the FERC, the public service commission regulating Counterparty, or a legislative body changes its statutes, regulations or orders so as (1) to significantly restrict the transactions contemplated in this Agreement, (2) to require Counterparty to assign to its customers portions of the assets included in the Asset Portfolio, (3) to otherwise require Counterparty to make changes to the Asset Portfolio or (4) to significantly and materially modify the nature of the services provided by the Service Providers; provided however, that the Parties shall first endeavor to mutually agree on revisions to this Agreement to comply with such regulatory changes. In the event a Party elects to terminate this Agreement pursuant to this Section 12.04, such termination shall be effected as set forth in Section 9.02(d) and the electing party will be deemed to be the non-defaulting Party solely for purposes of determining the Settlement Amount.”

(iv)	Exhibit M (Utilization Fee) of the Agreement will be deleted in its entirety and be replaced with the attached Exhibit M (Utilization Fee).

5. No Other Amendments. Except as set forth herein, the Agreement remains in full force and effect on the terms expressed therein.

6. Counterparts. This Amendment may be executed and delivered in counterparts, each of which shall be deemed to be an original and which may be transmitted in an electronic format (such as a PDF file).

IN WITNESS WHEREOF, the undersigned Parties have caused this Amendment to be duly executed by their respective officers and representatives duly authorized as of the day and year first above written.

SEQUENT ENERGY MANAGEMENT LLC ROANOKE GAS COMPANY

By: /s/ Berney Aucoin By: /s/ Paul W. Nester

Name: Berney Aucoin Name: Paul W. Nester

Title: Vice President Title: President and CEO