OTTER TAIL CORPORATION (NASDAQ:OTTR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On November 16, 2016, Otter Tail Power Company (the OTP), a
wholly owned subsidiary of Otter Tail Corporation (the Company),
entered into an Asset Purchase Agreement dated November 16, 2016
(the Purchase Agreement) with EDF Renewable Development, Inc.
(EDF-RD), Power Partners Midwest, LLC (PPM), EDF-RE US
Development, LLC (EDF-USD) and Merricourt Power Partners
(Merricourt, and collectively with EDF-RD, PPM and EDF-USD, the
Sellers). to the Purchase Agreement, OTP has agreed to purchase
and assume, and the Sellers have agreed to sell and assign, for a
purchase price of $34,682,118 subject to adjustments for
interconnection costs, substantially all of the assets and
certain specified liabilities related to the Merricourt Wind Farm
located in McIntosh and Dickey Counties, North Dakota. When
completed, the Merricourt Wind Farm will be a 150 megawatt,
integrated wind-powered electricity generating plant, consisting
of infrastructure facilities and 75 Vestas-American Wind
Technology, Inc. 2.0 V110 wind turbine generators on 80 meter
towers. The site is to be developed, designed, procured,
constructed, interconnected, tested and commissioned by EDF-USD
to the terms of the Turnkey Engineering, Procurement and
Construction Services Agreement dated November 16, 2016 (the TEPC
Agreement), including all structures, facilities, appliances,
lines, conductors, instruments, equipment, apparatus, components,
roads and other real and personal property comprising and
integrating the entire facility. As consideration for such
services under the TEPC Agreement, and as compensation for
related costs and expenses, OTP has agreed to pay EDF-USD a total
of $200,548,864, which is payable following the closing of the
Purchase Agreement in installments in connection with certain
project milestones. The Purchase Agreement and the TEPC Agreement
contain customary representations, warranties, covenants and
indemnities for a transaction of this type. The Purchase
Agreement is currently expected to close in early to mid-2018,
pending regulatory reviews and other customary conditions, and
the project is currently expected to be completed under the TEPC
Agreement in late 2019.
A copy of the press release issued by Otter Tail Corporation
announcing OTPs execution of the Purchase Agreement and the TEPC
Agreement is furnished as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| 99.1 | Press Release issued November 17, 2016. |
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