ALLETE Announces Pricing of Common Stock Offering
February 26 2014 - 8:00PM
Business Wire
ALLETE, Inc. (NYSE:ALE) (the “Company”) today announced the
pricing of an underwritten public offering of 2,800,000 shares of
its common stock at $49.75 per share in connection with the forward
sale agreement described below. The size of the common stock
offering was increased from the previously announced 2,500,000
shares. In conjunction with this offering, the underwriters have
been granted an option to purchase up to an additional 420,000
shares of the Company’s common stock solely to cover
over-allotments, if any. Subject to certain conditions, the
2,800,000 shares of common stock will be sold in connection with
the execution of the forward sale agreement, as described
below.
The Company intends to use any net proceeds that it receives
upon settlement of the forward sale agreement described below or
upon any issuance and sale to the underwriters of shares of its
common stock in the offering for corporate purposes, including
capital investments.
J.P. Morgan and Baird are acting as joint book-running managers
for the offering. RBC Capital Markets and Wells Fargo Securities
are acting as co-managers for the offering.
The offering is being made under the Company’s existing shelf
registration statement filed with the Securities and Exchange
Commission, which became effective on August 2, 2013.
In connection with the offering, the Company entered into a
forward sale agreement (and, to the extent that the underwriters
exercise their over-allotment option, the Company may, at its sole
discretion, enter into an additional forward sale agreement) with
an affiliate of J.P. Morgan (the “Counterparty”) under which the
Company agrees to sell to the Counterparty the same number of
shares of the Company’s common stock sold by an affiliate of the
Counterparty to the underwriters for sale in the underwritten
public offering (subject to the Company’s right to cash settle or
net share settle the forward sale agreement).
In connection with the forward sale agreement, the Counterparty
(or its affiliate) is expected to borrow from third-party lenders
and sell to the underwriters up to 2,800,000 shares of the
Company’s common stock (assuming no exercise of the over-allotment
option) at the close of this offering. If the underwriters exercise
their over-allotment option and the Company elects not to enter
into an additional forward sale agreement with the Counterparty,
the Company will issue and sell to the underwriters the number of
shares of common stock in respect of which the over-allotment
option is exercised.
Settlement of the forward sale agreement will occur no later
than 12 months following the date of pricing. Upon any physical
settlement of the forward sale agreement, the Company will issue
and deliver to the Counterparty shares of its common stock in
exchange for cash proceeds per share equal to the forward sale
price, which will initially be $48.00875, the public offering price
(less underwriting discounts and commissions) and will be subject
to certain adjustments as provided in the forward sale agreement.
The Company may, in certain circumstances, elect cash settlement or
net share settlement for all or a portion of its obligations under
the forward sale agreement.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any securities, and no offer,
solicitation or sale of any securities shall be made, 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 these
securities will be made only by means of a prospectus and a related
prospectus supplement meeting the requirements of Section 10 of the
Securities Act of 1933. A copy of the prospectus supplement and
accompanying prospectus with respect to this offering may be
obtained from (i) J.P. Morgan by calling 1-866-803-9204 or by mail
at J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions,
1155 Long Island Avenue, Edgewood, NY 11717, Attn: Prospectus
Department or (ii) Baird by calling 1-800-792-2473, by mail at
Robert W. Baird & Co. Incorporated, Attn: Syndicate Department,
777 East Wisconsin Avenue, Milwaukee, WI 53202 or by email, at
syndicate@rwbaird.com.
ALLETE, Inc. is an energy company headquartered in Duluth,
Minnesota. ALLETE’s energy businesses include Minnesota Power in
northeast Minnesota, Superior Water, Light & Power Co. in
northwest Wisconsin, BNI Coal in Center, North Dakota and ALLETE
Clean Energy. ALLETE also has significant transmission investments
in the upper Midwest.
Forward looking statements
Certain matters discussed in this news release are
“forward-looking statements.” 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 the Company in this news release. 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. 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. These forward-looking statements
are qualified by, and should be read together with, the risk
factors and other statements included in (i) the prospectus
supplement and the prospectus for this offering (including the
documents incorporated by reference therein), and (ii) Part I,
Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the
year ended December 31, 2013. Investors should refer to these risk
factors and other statements in evaluating the forward-looking
statements contained in this news release. Any forward-looking
statements speak only as of the date such statement was made and
the Company does not undertake any obligation to update any
forward-looking statements to reflect events or circumstances after
the date on which such statement was made or to reflect the
occurrence of unanticipated events.
Investor Contact:ALLETE, Inc.Tim Thorp,
218-723-3953tthorp@allete.com
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