Item 1.01 Entry into a Material Definitive Agreement.
On
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 Statement on Form S-3 (Registration No. 333-219705) (the "Registration Statement"). Our description of such agreements is qualified in its entirety by reference to the actual terms thereof.
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.
Item 8.01 Other Events. Completion of Debt Offering
On
The Notes were offered pursuant to the Company's Registration Statement, and the
related Prospectus dated
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
The Indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include among other things nonpayment, breach of covenants in the Indenture and certain events of bankruptcy and insolvency. If an event of default occurs and is continuing with respect to a series of Notes, the Trustee or holders of at least 25% in principal amount outstanding of such series of Notes may declare the principal and the accrued and unpaid interest, if any, on all of the outstanding Notes of such series to be due and payable. These events of default are subject to a number of important qualifications, limitations and exceptions that are described in the Indenture.
A copy of the form of the Notes is attached hereto as Exhibit 4.2 and is expressly incorporated by reference herein and into the Registration Statement. The foregoing descriptions are qualified in their entirety by reference to the actual terms of the Notes.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished or filed herewith:
Number Exhibit 1.1 Underwriting Agreement dated as ofJune 12, 2020 betweenBlack Hills Corporation and the underwriters named therein. 4.1 Ninth Supplemental Indenture dated as ofJune 17, 2020 betweenBlack Hills Corporation andWells Fargo Bank, National Association (as successor toLaSalle Bank National Association ), as trustee. 4.2 Form of 2.500% Notes due 2030 (included in Exhibit 4.1) 5.1 Opinion ofBrian G. Iverson , Esq. 5.2 Opinion ofFaegre Drinker Biddle & Reath LLP 23.1 Consent ofBrian G. Iverson , Esq. (included in the opinion filed as Exhibit 5.1) 23.2 Consent of Faegre Drinker Biddle & Reath (included in the opinion filed as Exhibit 5.2) 104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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