Form 8-K - Current report

00013769862024FYFALSE00013769862024-06-142024-06-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13, 15(d), or 37 of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 14, 2024

TENNESSEE VALLEY AUTHORITY

(Exact name of registrant as specified in its charter)

A corporate agency of the United States created by an act of Congress  (State or other jurisdiction of incorporation or organization)

000-52313 (Commission file number)

62-0474417  (IRS Employer Identification No.)

400 W. Summit Hill Drive Knoxville, Tennessee  (Address of principal executive offices)

37902  (Zip Code)

[phone]

(Registrant's telephone number, including area code)

None

(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 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))

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

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
N/A			N/A			N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

                                     Emerging growth company      o

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. o

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Item 1.01 Entry into a Material Definitive Agreement.

On June 14, 2024, the Tennessee Valley Authority ("TVA") executed an amendment to its $500,000,000 credit agreement dated as of August 7, 2015, and amended as of February 28, 2017, February 21, 2018, February 27, 2020, and January 5, 2023, with Bank of America, N.A., as Administrative Agent, Letter of Credit Issuer, and a Lender. The amendment, among other things, extends the maturity date of the agreement to February 1, 2028.

This description of the amendment is a summary only and is qualified in its entirety by the full and complete text of the amendment. A copy of the amendment is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

EXHIBIT NO.			DESCRIPTION OF EXHIBIT
10.1			Fifth Amendment Dated as of June 14, 2024, to the $500,000,000 February Maturity Credit Agreement Dated as of August 7, 2015, and Amended as of February 28, 2017, February 21, 2018, February 27, 2020, and January 5, 2023, among TVA and Bank of America, N.A., as Administrative Agent, Letter of Credit Issuer, and a Lender

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.

			Tennessee Valley Authority
			(Registrant)
Date: June 14, 2024			/s/ John M. Thomas, III
			John M. Thomas, III
			Executive Vice President and
			Chief Financial and Strategy Officer

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EXHIBIT INDEX

This exhibit is filed pursuant to Items 1.01 and 2.03 hereof.

EXHIBIT NO.			DESCRIPTION OF EXHIBIT
10.1			Fifth Amendment Dated as of June 14, 2024, to the $500,000,000 February Maturity Credit Agreement Dated as of August 7, 2015, and Amended as of February 28, 2017, February 21, 2018, February 27, 2020, and January 5, 2023, among TVA and Bank of America, N.A., as Administrative Agent, Letter of Credit Issuer, and a Lender

EXHIBIT 10.1

Execution Version

FIFTH AMENDMENT TO CREDIT AGREEMENT

    THIS FIFTH AMENDMENT (this “Amendment”) dated as of June 14, 2024 to the Credit Agreement referenced below is among TENNESSEE VALLEY AUTHORITY, a wholly owned corporate agency and instrumentality of the United States of America (the “Borrower”) and BANK OF AMERICA, N.A., as a Lender and as Administrative Agent.

W I T N E S S E T H

    WHEREAS, pursuant to the February Maturity Credit Agreement dated as of August 7, 2015 (as amended, modified, supplemented, increased and extended from time to time, the “Credit Agreement”) among the Borrower, the Lender identified therein and the Administrative Agent, the Lender agreed to make extensions of credit to the Borrower; and

    WHEREAS, the parties have requested certain modifications to the Credit Agreement, and the parties have agreed to the requested modifications on the terms and conditions set forth herein.

    NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

    1.    Defined Terms. Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement.

2.    Amendments to the Credit Agreement.

2.1    The following definitions are hereby added to Section 1.01 of the Credit Agreement in the applicable alphabetical order:

“Communication” means this Agreement, any Loan Document and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to any Loan Document.

“Electronic Copy” has the meaning specified in Section 10.20.

“Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC § 7006, as it may be amended from time to time.

“Lender Recipient Parties” means collectively, the Lenders and the L/C Issuer.

2.2.    The following definitions in Section 1.01 of the Credit Agreement are hereby amended and restated in their entirety to read as follows:

“Maturity Date” means February 1, 2028; provided, however, that if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association

13615683v3

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recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

2.3    Section 10.10 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

    10.10    Integration; Effectiveness.

This Agreement, the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent or the L/C Issuer, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successor and assigns.

2.4    Section 10.20 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

    10.20    Electronic Execution; Electronic Records; Counterparts.

This Agreement, any Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties and each of the Administrative Agent and each Lender Recipient Party agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered.   Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication.  For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Lender Recipient Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document.  All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent nor L/C Issuer is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent and/or L/C Issuer has agreed to accept such Electronic Signature, the Administrative Agent and each of the Lender Recipient Parties shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Lender Recipient Party without further verification and (b) upon the request of the Administrative Agent or any Lender Recipient Party, any Electronic Signature shall be promptly followed by such manually executed counterpart.

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2.5    Schedule 10.02 of the Credit Agreement is hereby amended to read as set forth herein on Schedule 10.02.

3.    Conditions Precedent. This Amendment shall become effective as of the date set forth above upon satisfaction of each of the following conditions precedent:

(a)    receipt by the Administrative Agent of counterparts of this Amendment executed by the Borrower and the Lender;

(b)    receipt by the Administrative Agent of favorable opinion of legal counsel to the Borrower, addressed to the Administrative Agent and each Lender, dated as of the date hereof, and in form and substance satisfactory to the Administrative Agent;

(c)    receipt by the Administrative Agent of resolutions and certificate of incumbency of the Borrower evidencing the authority of the Borrower to enter into this Amendment certified by the Secretary or by an Assistant Secretary of the Borrower to be true and correct as of the date hereof; and

(d)    receipt by the Administrative Agent of any fees or expenses owing to the Administrative Agent and required to be paid on the date hereof.

    4.    No Other Changes. Except as expressly modified hereby, all of the terms and provisions of the Loan Documents shall remain in full force and effect.

    5.    Reaffirmation of Representations and Warranties; No Default. The Borrower represents and warrants that each representation and warranty set forth in the Loan Documents is true and correct in all material respects as of the date hereof (except those that expressly relate to an earlier date or period). No Default or Event of Default has occurred and is continuing or would result from giving effect to this Amendment.

    6.    Counterparts; Delivery. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart. Delivery of an executed counterpart of this Amendment by facsimile or other electronic imaging means shall be effective as an original.

    7.    Governing Law. Except for those sections that specifically reference a federal statute or regulation, this Amendment shall be deemed to be a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of Tennessee. The foregoing notwithstanding, to the extent the following defenses would be available to the Borrower under federal law, then such defenses shall be available to the Borrower in connection with this Amendment: (i) non-liability for punitive damages, (ii) exemption from anti-trust laws, (iii) the Borrower cannot be contractually bound by representation of an employee made without actual authority, (iv) presumption that government officials have acted in good faith and (v) limitation on the application of the doctrine of equitable estoppel to the government. For the avoidance of doubt, the Credit Agreement, as amended by this Amendment, shall continue to be governed by Section 10.15, Governing Law; Jurisdiction; Etc., and not by Section 7, Governing Law, of this Amendment.

[Signature Page Follows]

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13615683v3

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    IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Fifth Amendment to Credit Agreement to be duly executed and delivered as of the date first above written.

BORROWER:        TENNESSEE VALLEY AUTHORITY

By: /s/ Mary Nell Pruitt

Name:    Mary Nell Pruitt        

Title:    Director, Treasury Management

ADMINISTRATIVE

AGENT:        BANK OF AMERICA, N.A., as Administrative Agent

By: /s/ R. Brooks Scurry III    

Name:    R. Brooks Scurry III

Title:    Senior Vice President

LENDER:        BANK OF AMERICA, N.A., as a Lender

By: /s/ R. Brooks Scurry III    

Name:    R. Brooks Scurry III

Title:    Senior Vice President

FIFTH AMENDMENT TO CREDIT AGREEMENT

TENNESSEE VALLEY AUTHORITY

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Schedule 10.02

CERTAIN ADDRESSES FOR NOTICES

1.    To the Borrower:

Tennessee Valley Authority

400 West Summit Hill Drive

Knoxville, TN 37902

Attention:    Treasurer

Telephone:    [phone]

Facsimile:    865-632-6597

2.    To the Administrative Agent:

    Bank of America, N.A.

Bank of America Tower

620 S. Tryon St.
Mailcode: NC1-030-25-01

Charlotte, NC 28255

    Attention:     Brooks Scurry

    Telephone:     [phone]

    Email:        [e-mail]

    With a copy to:

Bank of America, N.A.

4242 Six Forks Road, Suite 1720

Mail Code: NC9-400-17-03

Raleigh, NC 27609

    Attention:     Kristy Moore

    Telephone:     [phone]

    Email:        [e-mail]

3.    To Bank of America, N.A., in its capacity as L/C Issuer:

    Bank of America, N.A.

Bank of America Tower

620 S. Tryon St.
Mailcode: NC1-030-25-01

Charlotte, NC 28255

    Attention:     Brooks Scurry

    Telephone:     [phone]

    Email:        [e-mail]

    With a copy to:

Bank of America, N.A.

4242 Six Forks Road, Suite 1720

Mail Code: NC9-400-17-03

Raleigh, NC 27609

FIFTH AMENDMENT TO CREDIT AGREEMENT

TENNESSEE VALLEY AUTHORITY

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    Attention:     Kristy Moore

    Telephone:     [phone]

    Email:        [e-mail]

FIFTH AMENDMENT TO CREDIT AGREEMENT

TENNESSEE VALLEY AUTHORITY

Cover	Jun. 14, 2024
Document Information [Line Items]
City Area Code	(865)
Local Phone Number	632-2101
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Address, Postal Zip Code	37902
Entity Address, Address Line One	400 W. Summit Hill Drive
Entity Address, City or Town	Knoxville
Entity Address, State or Province	TN
Entity File Number	000-52313
Entity Tax Identification Number	62-0474417
Entity Registrant Name	TENNESSEE VALLEY AUTHORITY
Document Period End Date	Jun. 14, 2024
Document Type	8-K
Entity Central Index Key	0001376986
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Incorporation, State or Country Code	X1

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