Current Report Filing (8-k)
November 17 2016 - 9:11AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
report (Date of earliest event reported): November 16, 2016
OTTER
TAIL CORPORATION
(Exact name
of registrant as specified in its charter)
Minnesota
|
0-53713
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27-0383995
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
|
215 South
Cascade Street, P.O. Box 496, Fergus Falls, MN 56538-0496
(Address
of principal executive offices, including zip code)
(866)
410-8780
(Registrant’s
telephone number, including area code)
Not Applicable
(Former name
or former address, if changed since last report)
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:
¨
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On November 16, 2016, Otter Tail Power Company
(the “OTP”), a wholly owned subsidiary of Otter Tail Corporation (the “Company”), entered into an Asset
Purchase Agreement dated November 16, 2016 (the “Purchase Agreement”) with EDF Renewable Development, Inc. (“EDF-RD”),
Power Partners Midwest, LLC (“PPM”), EDF-RE US Development, LLC (“EDF-USD”) and Merricourt Power Partners
(“Merricourt”, and collectively with EDF-RD, PPM and EDF-USD, the “Sellers”). Pursuant to the Purchase
Agreement, OTP has agreed to purchase and assume, and the Sellers have agreed to sell and assign, for a purchase price of $34,682,118
subject to adjustments for interconnection costs, substantially all of the assets and certain specified liabilities related to
the Merricourt Wind Farm located in McIntosh and Dickey Counties, North Dakota. When completed, the Merricourt Wind Farm will be
a 150 megawatt, integrated wind-powered electricity generating plant, consisting of infrastructure facilities and 75 Vestas-American
Wind Technology, Inc. 2.0 V110 wind turbine generators on 80 meter towers. The site is to be developed, designed, procured, constructed,
interconnected, tested and commissioned by EDF-USD pursuant to the terms of the Turnkey Engineering, Procurement and Construction
Services Agreement dated November 16, 2016 (the “TEPC Agreement”), including all structures, facilities, appliances,
lines, conductors, instruments, equipment, apparatus, components, roads and other real and personal property comprising and integrating
the entire facility. As consideration for such services under the TEPC Agreement, and as compensation for related costs and expenses,
OTP has agreed to pay EDF-USD a total of $200,548,864, which is payable following the closing of the Purchase Agreement in installments
in connection with certain project milestones. The Purchase Agreement and the TEPC Agreement contain customary representations,
warranties, covenants and indemnities for a transaction of this type. The Purchase Agreement is currently expected to close in
early to mid-2018, pending regulatory reviews and other customary conditions, and the project is currently expected to be completed
under the TEPC Agreement in late 2019.
A copy of the press release issued by Otter
Tail Corporation announcing OTP’s execution of the Purchase Agreement and the TEPC Agreement is furnished as Exhibit 99.1
to this report.
Item 9.01. Financial Statements and Exhibits.
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99.1
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Press Release issued November 17, 2016.
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SIGNATURE
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 hereunto duly authorized.
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OTTER TAIL CORPORATION
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Date: November 17, 2016
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By:
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/s/ George A. Koeck
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George A. Koeck
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General Counsel and Corporate Secretary
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EXHIBIT INDEX
Exhibit
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Description
of Exhibit
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99.1
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Press Release issued November 17, 2016.
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