Black Hills enters new $400M at-the-market equity program, replacing prior facility

BLACK HILLS CORP /SD/

New Equity Distribution Sales Agreement allows up to $400M in common stock sales through agents including BMO, BofA, MUFG, Mizuho, RBC.
Approximately $260M of shares were issued under the terminated prior sales agreement entered in August 2020.
Company may also sell through forward sale agreements with forward purchasers; receives proceeds upon physical settlement.
Agents entitled to commission up to 2% of gross offering proceeds; no obligation to sell shares.
Program replaces previous shelf registration approaching expiration; new shelf filed June 16, 2023.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

BLACK HILLS CORP /SD/ entered into Equity Distribution Sales Agreement with Bank of Montreal, Bank of America, N.A., MUFG Securities EMEA plc, Mizuho Markets Americas LLC, Royal Bank of Canada valued at up to $400,000,000 aggregate offering price (effective 2023-06-16).

Action: entry
Agreement: atm program
Counterparty: Bank of Montreal, Bank of America, N.A., MUFG Securities EMEA plc, Mizuho Markets Americas LLC, Royal Bank of Canada
Value: up to $400,000,000 aggregate offering price
Effective: 2023-06-16

Exact text from the filing

the Company filed a new shelf Registration Statement on Form S-3 on June 16, 2023 (Registration No. 333-272739) (the “ Shelf ”) and entered into a new Equity Distribution Sales Agreement on June 16, 2023 (the “ Sales Agreement ”) by and among (a) the Company, (b) each of Bank of Montreal, Bank of America, N.A., MUFG Securities EMEA plc, Mizuho Markets Americas LLC, and Royal Bank of Canada (each a “ Forward Purchaser ” and together, the “ Forward Purchasers ”), (c) each of BMO Capital Markets Corp., BofA Securities, Inc., MUFG Securities Americas Inc., Mizuho Securities USA LLC, and RBC Capital Markets, LLC (each in its capacity as sales agent and/or principal, an “ Agent ” and together, the “ Agents ”), and (d) each of BMO Capital Markets Corp., BofA Securities, Inc., MUFG Securities Americas Inc., Mizuho Securities USA LLC, and RBC Capital Markets, LLC (each in its capacity as agent for its affiliated Forward Purchaser (each, a “ Forward Seller ” and together, the “ Forward Sellers ”

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

BLACK HILLS CORP /SD/ terminated Amended and Restated Equity Distribution Sales Agreement with unknown valued at Previous Sales Agreement terminated; approximately $260 million of shares issued and sold (effective 2023-06-16).

Action: termination
Agreement: atm program
Value: Previous Sales Agreement terminated; approximately $260 million of shares issued and sold
Effective: 2023-06-16

Exact text from the filing

On June 16, 2023, the Company terminated the Previous Sales Agreement in connection with the entry into the Sales Agreement discussed above under Item 1.01. Approximately $260 million of shares of common stock were issued and sold under the Previous Sales Agreement.

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BLACK HILLS CORP /SD/ filing history →

Source: SEC EDGAR

accession 0001104659-23-072376

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