ALLETE, Inc. (NYSE:ALE) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
On December 8, 2016, ALLETE, Inc. (ALLETE or Company) agreed to
sell $80 million of the Company’s senior unsecured notes (the
Notes) to certain institutional buyers in the private placement
market. The Notes will be sold in reliance on an exemption from
registration under Section 4(a)(2) of the Securities Act of 1933,
as amended, to institutional accredited investors. The Notes will
be issued on or about June 1, 2017, carry an interest rate of 3.11%
and mature on June 1, 2027.
sell $80 million of the Company’s senior unsecured notes (the
Notes) to certain institutional buyers in the private placement
market. The Notes will be sold in reliance on an exemption from
registration under Section 4(a)(2) of the Securities Act of 1933,
as amended, to institutional accredited investors. The Notes will
be issued on or about June 1, 2017, carry an interest rate of 3.11%
and mature on June 1, 2027.
Interest on the Notes is payable semi-annually on June 1 and
December 1 of each year, commencing on December 1, 2017. The
Company has the option to prepay all or a portion of the Notes at
its discretion, subject to a make-whole provision. The Notes are
subject to additional terms and conditions which are customary for
these types of transactions. Proceeds from the sale of the Notes
will be used to redeem debt, fund corporate growth opportunities
and/or for general corporate purposes.
December 1 of each year, commencing on December 1, 2017. The
Company has the option to prepay all or a portion of the Notes at
its discretion, subject to a make-whole provision. The Notes are
subject to additional terms and conditions which are customary for
these types of transactions. Proceeds from the sale of the Notes
will be used to redeem debt, fund corporate growth opportunities
and/or for general corporate purposes.
A copy of the Note Purchase Agreement is filed as Exhibit 4 hereto
and is incorporated by reference herein. The description of the
Notes above is qualified in its entirety by reference to the full
text of the Note Purchase Agreement.
and is incorporated by reference herein. The description of the
Notes above is qualified in its entirety by reference to the full
text of the Note Purchase Agreement.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number
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Note Purchase Agreement, dated December 8, 2016, between
ALLETE and Hartford Investment Management Company, Northwestern Mutual Investment Management Company, The Northwestern Mutual Life Insurance Company and Nationwide Life insurance Company. |
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Readers are cautioned that forward-looking statements should be
read in conjunction with ALLETE’s disclosures under the heading:
Forward-Looking Statements located on page 2 of this Form 8-K.
read in conjunction with ALLETE’s disclosures under the heading:
Forward-Looking Statements located on page 2 of this Form 8-K.
ALLETE, Inc. Form 8-K dated December 12, 2016
Forward-Looking Statements
Statements in this report that are not statements of historical
facts are considered forward-looking and, accordingly, involve
risks and uncertainties that could cause actual results to differ
materially from those discussed. Although such forward-looking
statements have been made in good faith and are based on
reasonable assumptions, there can be no assurance that the
expected results will be achieved. Any statements that express,
or involve discussions as to, future expectations, risks,
beliefs, plans, objectives, assumptions, events, uncertainties,
financial performance, or growth strategies (often, but not
always, through the use of words or phrases such as anticipates,
believes, estimates, expects, intends, plans, projects, likely,
will continue, could, may, potential, target, outlook or words of
similar meaning) are not statements of historical facts and may
be forward-looking.
facts are considered forward-looking and, accordingly, involve
risks and uncertainties that could cause actual results to differ
materially from those discussed. Although such forward-looking
statements have been made in good faith and are based on
reasonable assumptions, there can be no assurance that the
expected results will be achieved. Any statements that express,
or involve discussions as to, future expectations, risks,
beliefs, plans, objectives, assumptions, events, uncertainties,
financial performance, or growth strategies (often, but not
always, through the use of words or phrases such as anticipates,
believes, estimates, expects, intends, plans, projects, likely,
will continue, could, may, potential, target, outlook or words of
similar meaning) are not statements of historical facts and may
be forward-looking.
In connection with the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995, we are providing this
cautionary statement to identify important factors that could
cause our actual results to differ materially from those
indicated in forward-looking statements made by or on behalf of
ALLETE in this Form 8-K, in presentations, on our website, in
response to questions or otherwise. These statements are
qualified in their entirety by reference to, and are accompanied
by, the following important factors, in addition to any
assumptions and other factors referred to specifically in
connection with such forward-looking statements that could cause
our actual results to differ materially from those indicated in
the forward-looking statements:
Securities Litigation Reform Act of 1995, we are providing this
cautionary statement to identify important factors that could
cause our actual results to differ materially from those
indicated in forward-looking statements made by or on behalf of
ALLETE in this Form 8-K, in presentations, on our website, in
response to questions or otherwise. These statements are
qualified in their entirety by reference to, and are accompanied
by, the following important factors, in addition to any
assumptions and other factors referred to specifically in
connection with such forward-looking statements that could cause
our actual results to differ materially from those indicated in
the forward-looking statements:
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our ability to successfully implement our strategic
objectives; |
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global and domestic economic conditions affecting us or our
customers; |
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changes in and compliance with laws and regulations;
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changes in tax rates or policies, or in rates of inflation;
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the outcome of legal and administrative proceedings
(whether civil or criminal) and settlements; |
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weather conditions, natural disasters and pandemic
diseases; |
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our ability to access capital markets and bank financing;
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changes in interest rates and the performance of the
financial markets; |
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project delays or changes in project costs;
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changes in operating expenses and capital expenditures, and
our ability to raise revenues from our customers in regulated rates or sales price increases at our Energy Infrastructure and Related Services businesses; |
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the impacts of commodity prices on ALLETE and our
customers; |
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our ability to attract and retain qualified, skilled and
experienced personnel; |
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effects of emerging technology;
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war, acts of terrorism and cyber attacks;
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our ability to manage expansion and integrate acquisitions;
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population growth rates and demographic patterns;
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wholesale power market conditions;
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federal and state regulatory and legislative actions that
impact regulated utility economics, including our allowed rates of return, capital structure, ability to secure financing, industry and rate structure, acquisition and disposal of assets and facilities, operation and construction of plant facilities and utility infrastructure, recovery of purchased power, capital investments and other expenses, including present or prospective environmental matters; |
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effects of competition, including competition for retail
and wholesale customers; |
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effects of restructuring initiatives in the electric
industry; |
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the impacts on our Regulated Operations segment of climate
change and future regulation to restrict the emissions of greenhouse gases; |
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effects of increased deployment of distributed low-carbon
electricity generation resources; |
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the impacts of laws and regulations related to renewable
and distributed generation; |
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pricing, availability and transportation of fuel and other
commodities, and the ability to recover the costs of such commodities; |
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our current and potential industrial and municipal
customers ability to execute announced expansion plans; |
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real estate market conditions where our legacy Florida real
estate investment is located may not improve; |
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the success of efforts to realize value from, invest in,
and develop new opportunities in, our Energy Infrastructure and Related Services businesses; and |
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factors affecting our Energy Infrastructure and Related
Services businesses, including fluctuations in the volume of customer orders, unanticipated cost increases, changes in legislation and regulations impacting the industries in which the customers served operate, the effects of weather, creditworthiness of customers, ability to obtain materials required to perform services, and changing market conditions. |
ALLETE, Inc. Form 8-K dated December 12, 2016
Forward-Looking Statements (Continued)
Additional disclosures regarding factors that could cause our
results or performance to differ from those anticipated by this
report are discussed in Part 1, Item 1A, under the heading Risk
Factors beginning on page 25 of ALLETEs Annual Report on Form
10K for the year ended December 31, 2015. Any forward-looking
statement speaks only as of the date on which such statement is
made, and we undertake no obligation to update any
forward-looking statement to reflect events or circumstances
after the date on which that statement is made or to reflect
the occurrence of unanticipated events. New factors emerge from
time to time, and it is not possible for management to predict
all of these factors, nor can it assess the impact of each of
these factors on the businesses of ALLETE or the extent to
which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any
forward-looking statement. Readers are urged to carefully
review and consider the various disclosures made by ALLETE in
this Current Report on Form 8K and in other reports filed with
the SEC that attempt to identify the risks and uncertainties
that may affect ALLETEs business.
results or performance to differ from those anticipated by this
report are discussed in Part 1, Item 1A, under the heading Risk
Factors beginning on page 25 of ALLETEs Annual Report on Form
10K for the year ended December 31, 2015. Any forward-looking
statement speaks only as of the date on which such statement is
made, and we undertake no obligation to update any
forward-looking statement to reflect events or circumstances
after the date on which that statement is made or to reflect
the occurrence of unanticipated events. New factors emerge from
time to time, and it is not possible for management to predict
all of these factors, nor can it assess the impact of each of
these factors on the businesses of ALLETE or the extent to
which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any
forward-looking statement. Readers are urged to carefully
review and consider the various disclosures made by ALLETE in
this Current Report on Form 8K and in other reports filed with
the SEC that attempt to identify the risks and uncertainties
that may affect ALLETEs business.
ALLETE, Inc. Form 8-K dated December 12, 2016
About ALLETE, Inc. (NYSE:ALE)
ALLETE, Inc. is an energy company. The Company operates through three segments. The Regulated Operations segment includes its regulated utilities, Minnesota Power and Superior Water, Light and Power Company (SWL&P), as well as its investment in American Transmission Company LLC (ATC), a regulated utility that owns and maintains electric transmission assets. Its regulated utility operations include retail and wholesale activities. The ALLETE Clean Energy segment focuses on developing, acquiring and operating clean and renewable energy projects. The ALLETE Clean Energy segment owns and operates in approximately four states with over 530 megawatt (MW) nameplate capacity wind energy generation. Its U.S. Water Services segment provides integrated water management for industry by combining chemical, equipment, engineering and service for customized solutions. Its U.S. Water Services segment serves the food and beverage, industrial, power generation, and midstream oil and gas industries. ALLETE, Inc. (NYSE:ALE) Recent Trading Information
ALLETE, Inc. (NYSE:ALE) closed its last trading session down -1.98 at 64.25 with 297,909 shares trading hands.
