UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM i 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
i ALLETE,
Inc.
(Exact name of registrant as specified in its charter)
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i Minnesota | | i 41-0418150 |
(State
or other jurisdiction of | (Commission File Number) | (IRS Employer |
incorporation or organization) | | Identification No.) |
i 30 West Superior Street
i Duluth,
i Minnesota i 55802-2093
(Address of principal executive offices, including zip code)
( i 218)
i 279-5000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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i ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
i ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
i ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title
of each class | Trading symbol | Name of each exchange on which registered |
i Common Stock, without par value | i ALE | i New
York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company i ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
SECTION 2 - FINANCIAL INFORMATION
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On March 26, 2020, ALLETE, Inc. (ALLETE or Company) agreed to sell $140 million of the Company's first mortgage bonds (the "Bonds") to certain institutional buyers in the private placement market. The Bonds will be issued on or before August 3, 2020, in two series as follows:
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Maturity Date | Principal
Amount | Interest Rate |
| $46 Million | 2.50% |
August 1, 2050 | $94 Million | 3.30% |
ALLETE will have the option to prepay all or a portion of the Bonds at its discretion, subject to a make-whole provision. The Bonds will be subject to additional terms and conditions which are customary for these types of transactions. ALLETE plans to use the proceeds
from the sale of the Bonds to fund utility capital investment and for general corporate purposes. The Bonds will be sold in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, to institutional accredited investors.
Readers are cautioned that forward-looking statements should be read in conjunction with disclosures under the heading: “Forward-Looking Statements” located on page 2 of this Current Report on 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 (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:
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• | our ability to successfully implement our strategic objectives; |
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• | global
and domestic economic conditions affecting us or our customers; |
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• | changes in and compliance with laws and regulations; |
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• | changes in tax rates or policies or in rates of inflation; |
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• | the outcome of legal and administrative proceedings (whether civil or criminal) and settlements; |
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• | weather
conditions, natural disasters and pandemic diseases; |
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• | our ability to access capital markets, bank financing and other financing sources; |
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• | changes in interest rates and the performance of the financial markets; |
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• | project delays or changes in project costs; |
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• | changes
in operating expenses and capital expenditures and our ability to raise revenues from our customers; |
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• | the impacts of commodity prices on ALLETE and our customers; |
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• | our ability to attract and retain qualified, skilled and experienced personnel; |
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• | effects of emerging technology; |
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• | war,
acts of terrorism and cybersecurity attacks; |
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• | our ability to manage expansion and integrate acquisitions; |
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• | population growth rates and demographic patterns; |
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• | wholesale power market conditions; |
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• | 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; |
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• | effects of competition, including competition for retail and wholesale customers; |
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• | effects
of restructuring initiatives in the electric industry; |
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• | the impacts on our businesses of climate change and future regulation to restrict the emissions of GHG; |
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• | effects of increased deployment of distributed low-carbon electricity generation resources; |
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• | the impacts of laws and regulations related
to renewable and distributed generation; |
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• | pricing, availability and transportation of fuel and other commodities and the ability to recover the costs of such commodities; |
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• | our current and potential industrial and municipal customers’ ability to execute announced expansion plans; |
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• | real estate market
conditions where our legacy Florida real estate investment is located may not improve; and |
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• | the success of efforts to realize value from, invest in, and develop new opportunities. |
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, 2019. 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 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.
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 thereunto duly authorized.
ALLETE, Inc.
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| | Vice President, Controller and Chief Accounting Officer |
