Black Hills Corp Enters Material Definitive Agreement

TL;DR

BKH filed an 8-K for a material definitive agreement, likely a new debt or financial obligation.

AI Summary

On May 13, 2024, Black Hills Corporation entered into a Material Definitive Agreement related to a direct financial obligation. The company, incorporated in South Dakota with IRS number 46-0458824, filed this 8-K report on May 16, 2024, detailing the event.

Why It Matters

This filing indicates a significant financial commitment or obligation for Black Hills Corporation, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Entering into new financial obligations can introduce financial risk, especially if the terms are unfavorable or the company's ability to meet them is uncertain.

Key Players & Entities

• Black Hills Corporation (company) — Registrant
• May 13, 2024 (date) — Date of earliest event reported
• May 16, 2024 (date) — Filing date
• South Dakota (location) — State of Incorporation
• 46-0458824 (identifier) — IRS Employer Identification No.

FAQ

Key Financial Figures

• $1.00 — e on which registered Common stock of $1.00 par value BKH The New York Stock Ex
• $450 million — d sold an aggregate principal amount of $450 million of its 6.000% Notes due 2035 (the " Not
• $446.1 million — the sale of the Notes is approximately $446.1 million. The Notes were offered pursuant to th
• $600 million — o repay, redeem or otherwise retire all $600 million aggregate principal amount outstanding

Filing Documents

• tm2413281d5_8k.htm (8-K) — 34KB
• tm2413281d5_ex1-1.htm (EX-1.1) — 218KB
• tm2413281d5_ex4-1.htm (EX-4.1) — 133KB
• tm2413281d5_ex5-1.htm (EX-5.1) — 25KB
• tm2413281d5_ex5-2.htm (EX-5.2) — 26KB
• tm2413281d5_ex5-1img001.jpg (GRAPHIC) — 21KB
• tm2413281d5_ex5-2img001.jpg (GRAPHIC) — 20KB
• 0001104659-24-062524.txt ( ) — 763KB
• bkh-20240513.xsd (EX-101.SCH) — 3KB
• bkh-20240513_lab.xml (EX-101.LAB) — 33KB
• bkh-20240513_pre.xml (EX-101.PRE) — 22KB
• tm2413281d5_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. On May 13, 2024, Black Hills Corporation (the " Company " or " we ") entered into an Underwriting Agreement by and between the Company and the several underwriters named in Schedule A thereto (the " Underwriting Agreement "). On May 16, 2024, we entered into the New Supplemental Indenture (as defined below). Each of the Underwriting Agreement and the New Supplemental Indenture is further described below under Item 8.01 of this Current Report on Form 8-K, and such disclosure is incorporated by reference into this Item 1.01. Each of the Underwriting Agreement and the New Supplemental Indenture contains representations and warranties, covenants and other terms that are customary for such kinds of agreements. In addition, the Company has agreed to indemnify the underwriters against certain liabilities on customary terms. Some of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings, including but not limited to commercial lending services, with the Company, its direct or indirect subsidiaries or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions. Copies of the Underwriting Agreement and the New Supplemental Indenture are attached hereto as Exhibits 1.1 and 4.1 and are expressly incorporated by reference herein and into our Registration agreements is qualified in its entirety by reference to the actual terms thereof.

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure under Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.

01

Item 8.01 Other Events. Completion of Debt Offering On May 16, 2024, pursuant to the Underwriting Agreement, the Company issued and sold an aggregate principal amount of $450 million of its 6.000% Notes due 2035 (the " Notes "). The aggregate gross consideration received by the Company (taking into account original issue discount and underwriting discounts) for the sale of the Notes is approximately $446.1 million. The Notes were offered pursuant to the Company's Registration Statement, and the related Prospectus dated June 16, 2023 and Prospectus Supplement dated May 13, 2024. We intend to apply the net proceeds from our sale of the Notes, after payment of the costs and expenses of the offering and together with available cash or short-term borrowings under our existing facilities, to repay, redeem or otherwise retire all $600 million aggregate principal amount outstanding of our 1.037% notes due August 23, 2024. Any portion of the net proceeds not so used may be used for general corporate purposes, which may include, among other things, capital expenditures, acquisitions, investments, other business opportunities and repayment or refinancing of other outstanding debt. Copies of opinions related to the Notes are attached hereto as exhibits and are expressly incorporated by reference herein and into the Registration Statement. Terms of the Notes The Notes were issued pursuant to the Indenture dated as of May 21, 2003 (the " Base Indenture "), between the Company and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (the " Trustee "), as previously supplemented and as further supplemented by a Thirteenth Supplemental Indenture entered into by the Company on May 16, 2024 (the " New Supplemental Indenture " and together with the Base Indenture, the " Indenture "). The Notes bear interest at a rate per annum of 6.000%, payable semi-annually in arrears on January 15 and July 15 of each year, beginning on Janu

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits The following exhibits are furnished or filed herewith: Number Exhibit 1.1 Underwriting Agreement dated as of May 13, 2024 between Black Hills Corporation and the underwriters named therein. 4.1 Thirteenth Supplemental Indenture dated as of May 16, 2024 between Black Hills Corporation and Computershare Trust Company, N.A. (as current successor to LaSalle Bank National Association), as trustee. 4.2 Form of 6.000% Notes due 2035 ( included in Exhibit 4.1 ) 5.1 Opinion of Brian G. Iverson, Esq. 5.2 Opinion of Faegre Drinker Biddle & Reath LLP 23.1 Consent of Brian G. Iverson, Esq. ( included in the opinion filed as Exhibit 5.1 ) 23.2 Consent of Faegre Drinker Biddle & Reath LLP ( included in the opinion filed as Exhibit 5.2 ) 104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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. BLACK HILLS CORPORATION By: /s/ Kimberly F. Nooney Kimberly F. Nooney Senior Vice President and Chief Financial Officer Date: May 16, 2024

View Full Filing

View this 8-K filing on SEC EDGAR