ALLETE, Inc. (NYSE:ALE) Files An 8-K Entry into a Material Definitive Agreement

ALLETE, Inc. (NYSE:ALE) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

On February 8, 2019, ALLETE, Inc. (ALLETE) announced that its subsidiary, ALLETE Enterprises, Inc. (Seller) and Global Water Services Holding Company, Inc. (Company), the parent company of U.S. Water Services, Inc., have entered into a stock purchase agreement, dated February 8, 2019 (Agreement), which provides for the sale of all of the common stock of the Company to Kurita America Holdings Inc. (Purchaser), a subsidiary of Kurita Water Industries Ltd., a leading international water management company headquartered in Tokyo, Japan, for a cash purchase price of $270 million, subject to adjustment at closing, such as for changes in working capital.

The Agreement contains customary representations, warranties and covenants of the Company and the Purchaser. These covenants include, among others, an obligation of the Company to cause U.S. Water Services, Inc. to operate its business in the ordinary course until the sale is consummated and an obligation for each of the parties to use reasonable best efforts to obtain necessary regulatory approval described below.

The completion of the sale is subject to the satisfaction of certain closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.

The transaction is expected to close by the end of the first quarter of 2019.

SECTION 7 – REGULATION FD

Item 7.01	Regulation FD Disclosure

ALLETE today issued a press release announcing the Agreement. A copy of the press release is furnished as Exhibit 99 to this Current Report on Form 8-K and is incorporated herein by reference.

ALLETE will issue 2019 earnings guidance on its fourth quarter earnings call on February 14, 2019. ALLETE expects to affirm its long-term objective of achieving average annual earnings per share growth of 5 percent to 7 percent at that time.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

ALLETE, Inc.’s press release dated February 8, 2019.

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.

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.

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 Current Report on 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:

	our ability to successfully implement our strategic objectives;

	global and domestic economic conditions affecting us or our customers;

	changes in and compliance with laws and regulations;

	changes in tax rates or policies, or in rates of inflation;

	the outcome of legal and administrative proceedings (whether civil or criminal) and settlements;

	weather conditions, natural disasters and pandemic diseases;

	our ability to access capital markets and bank financing;

	changes in interest rates and the performance of the financial markets;

	project delays or changes in project costs;

	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;

	the impacts of commodity prices on ALLETE and our customers;

	our ability to attract and retain qualified, skilled and experienced personnel;

	effects of emerging technology;

	war, acts of terrorism and cybersecurity attacks;

	our ability to manage expansion and integrate acquisitions;

	population growth rates and demographic patterns;

	wholesale power market conditions;

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;

	effects of competition, including competition for retail and wholesale customers;

	effects of restructuring initiatives in the electric industry;

	the impacts on our Regulated Operations segment of climate change and future regulation to restrict the emissions of GHG;

	effects of increased deployment of distributed low-carbon electricity generation resources;

	the impacts of laws and regulations related to renewable and distributed generation;

	pricing, availability and transportation of fuel and other commodities, and the ability to recover the costs of such commodities;

	our current and potential industrial and municipal customers’ ability to execute announced expansion plans;

	real estate market conditions where our legacy Florida real estate investment is located may not improve;

	the success of efforts to realize value from, invest in, and develop new opportunities in, our Energy Infrastructure and Related Services businesses;

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; and

	our ability to successfully close the announced sale of U.S. Water Services, Inc., including the satisfaction of certain closing conditions, which cannot be assured to be completed.

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 I, Item 1A. Risk Factors of ALLETE’s Annual Report on Form 10‑K for the year ended December 31, 2017, and in Part II, Item 1A. Risk Factors of ALLETE’s Quarterly Report on Form 10-Q for the quarterly period ended September30,2018. 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 8‑K and in other reports filed with the SEC that attempt to identify the risks and uncertainties that may affect ALLETE’s business.

ALLETE INC Exhibit
EX-99 2 exhibit992-8×2019.htm EXHIBIT 99 Exhibit  Exhibit 99For Release:Feb. 8,…
To view the full exhibit click here

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.