RAPID CITY, S.D., Dec. 10, 2010 /PRNewswire-FirstCall/ -- Black Hills Corp. (NYSE : BKH ) today announced that the underwriters of its public offering of common stock have exercised their option to purchase 413,519 shares of common stock from the 600,000 share over-allotment option granted. The over-allotment option was granted in connection with the Nov. 10, 2010 public offering of 4,000,000 shares of common stock priced at $29.75 per share. J.P. Morgan, BMO Capital Markets, RBC Capital Markets and Credit Suisse were joint lead book-running managers for the offering.
Black Hills has elected a forward sale structure for the over-allotment shares exercised and therefore has directed the Forward Counterparty, as described below, to borrow and deliver the additional shares of common stock to the underwriters instead of Black Hills issuing and delivering shares directly to the underwriters.
In connection with the option exercise, Black Hills entered into a forward sale agreement (the "Additional Forward Sale Agreement") with J.P. Morgan as agent for an affiliate (the "Forward Counterparty"), under which Black Hills agreed to sell to the Forward Counterparty a number of shares of its common stock equal to the number of exercised shares, subject to certain adjustments. Settlement of the Additional Forward Sale Agreement is expected to occur no later than approximately 12 months following November 10, 2010. Subject to certain exceptions, Black Hills may elect cash or net share settlement for all or a portion of its obligations under the Additional Forward Sale Agreement. Assuming current physical settlement of the Additional Forward Sale Agreement, Black Hills would receive net proceeds of approximately $11.723 million, after deducting the underwriters' discount and commissions and the dividend amount per share payable by the Company on Dec. 1, 2010 and before deducting estimated offering expenses.
Black Hills intends to use net proceeds that it receives upon settlement of the offering to repay borrowings under its existing $500 million revolving credit facility that are being used primarily to finance a portion of the construction costs of the new Black Hills Energy – Colorado Electric and Black Hills Colorado IPP power generation facilities.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall 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 of the common stock has been conducted only by means of a prospectus and related prospectus supplement.
A copy of the prospectus supplement and accompanying prospectus meeting the requirements of Section 10 of the Securities Act of 1933 may be obtained by contacting (i) J.P. Morgan via Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 — telephone 866-803-9204, (ii) BMO Capital Markets, 3 Times Square Floor 27, New York, NY 10036 — telephone 800-414-3627, (iii) RBC Capital Markets, 3 World Financial Center, 200 Vesey Street, New York, NY 10281 — telephone 877-822-4089, or (iv) Credit Suisse, Attn: Prospectus Department, One Madison Avenue 1B, New York, NY 10010 — telephone 800-221-1037.
ABOUT BLACK HILLS CORP.
Black Hills Corp. — a diversified energy company with a tradition of exemplary service and a vision to be the energy partner of choice — is based in Rapid City, S.D., with corporate offices in Denver and Omaha, Neb. The company serves 754,000 natural gas and electric utility customers in Colorado, Iowa, Kansas, Montana, Nebraska, South Dakota and Wyoming. The company's non-regulated businesses generate wholesale electricity, produce natural gas, oil and coal, and market energy. Black Hills employees partner to produce results that improve life with energy.
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. 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, including the factors discussed above, the risk factors described in Item 1A of Part I of our 2009 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.
SOURCE Black Hills Corp.