Black Hills Corp. Announces Pricing of $400 Million Debt Offering
Successfully Remarkets Junior Subordinated Notes
RAPID CITY, S.D. - Aug. 14, 2018 - Black Hills Corp. (the "Company") (NYSE: BKH) today announced the pricing of $400 million aggregate principal amount of 4.350% senior unsecured notes due 2033. These new notes will replace the $299 million principal amount of our Remarketable Junior Subordinated Notes due 2028 (the "Existing Subordinated Notes") and pay down short-term debt. Black Hills expects the offering to close on Aug. 17, 2018, subject to customary closing conditions.
Black Hills successfully remarketed the $299 million principal amount of the Existing Subordinated Notes, which were originally issued as a part of Black Hills' Equity Units on Nov. 23, 2015. As a result of the remarketing, the annual interest rate on the Existing Subordinated Notes will be automatically reset to 4.579%. We will exchange these Existing Subordinated Notes for a portion of the new senior unsecured notes, with the Existing Subordinated Notes being cancelled.
Black Hills will not directly receive any proceeds from the $299 million remarketing transaction expected to close on Aug. 17, 2018, which was required to be completed on behalf of the holders of the Equity Units. The proceeds from this remarketing will be held as collateral to secure the $299 million due to Black Hills on Nov. 1, 2018, to settle the stock purchase obligations of the holders of the Equity Units.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
The offering is being made only by means of a prospectus supplement relating to the offering and accompanying base prospectus previously filed with the Securities and Exchange Commission, copies of which may be obtained for free by visiting EDGAR on the SEC Web site at www.sec.gov or, upon request, by contacting J.P. Morgan Securities LLC collect at 1-212-834-4533, Morgan Stanley & Co. LLC at 1-866-718-1649 or Wells Fargo Securities, LLC at 1-800-645-3751.
Black Hills Corporation
Black Hills Corp. (NYSE: BKH) is a customer focused, growth-oriented utility company with a tradition of improving life with energy and a vision to be the energy partner of choice. Based in Rapid City, South Dakota, the company serves 1.25 million natural gas and electric utility customers in eight states: Arkansas, Colorado, Iowa, Kansas, Montana, Nebraska, South Dakota and Wyoming.
Jerome E. Nichols
24-Hour Media Relations Line
Caution Regarding Forward Looking Statements
This news release includes "forward-looking statements" as defined by the Securities and Exchange Commission, or SEC. We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this news release that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward looking statements, including our expectations about the completion and timing of the transactions described in this news release. These forward-looking statements are based on assumptions which we believe are reasonable based on current expectations and projections about future events and industry conditions and trends affecting our business. However, whether actual results and developments will conform to our expectations and predictions is subject to a number of risks and uncertainties that, among other things, could cause actual results to differ materially from those contained in the forward-looking statements, the risk factors described in Item 1A of Part I of our 2017 Annual Report on Form 10-K filed with the SEC, and other reports that we file with the SEC from time to time.
New factors that could cause actual results to differ materially from those described in forward looking statements emerge from time-to-time, and it is not possible for us to predict all such factors, or the extent to which any such factor or combination of factors may cause actual results to differ from those contained in any forward-looking statement. We assume no obligation to update publicly any such forward-looking statements, whether as a result of new information, future events or otherwise.