UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on June 16, 2023, Black Hills Corporation, a South Dakota corporation (the “Company”), entered into an Equity Distribution Sales Agreement (the “Existing Sales Agreement”), by and among (a) the Company, (b) each of Bank of Montreal, Bank of America, N.A., MUFG Securities EMEA plc, Mizuho Markets Americas LLC, and Royal Bank of Canada (each a “Forward Purchaser” and together, the “Forward Purchasers”), (c) each of BMO Capital Markets Corp., BofA Securities, Inc., MUFG Securities Americas Inc., Mizuho Securities USA LLC, and RBC Capital Markets, LLC (each in its capacity as sales agent and/or principal, an “Agent” and together, the “Agents”), and (d) each of BMO Capital Markets Corp., BofA Securities, Inc., MUFG Securities Americas Inc., Mizuho Securities USA LLC, and RBC Capital Markets, LLC (each in its capacity as agent for its affiliated Forward Purchaser (each, a “Forward Seller” and together, the “Forward Sellers”), with respect to the offering and sale from time to time through the Agents of shares of the Company’s common stock, par value $1.00, having an aggregate gross sales price of up to $400,000,000 (the “Shares”), through an “at-the-market” equity offering program (the “ATM Program”) utilizing the Company’s shelf Registration Statement on Form S-3 originally filed on June 16, 2023 (Registration No. 333-272739) (the “Shelf”).
On May 8, 2025, the Company entered into a First Amendment to Equity Distribution Sales Agreement (the “First Amendment”), dated May 8, 2025, by and among the Company, the Forward Purchasers, the Agents and the Forward Sellers (the Existing Sales Agreement as amended by the First Amendment, the “Sales Agreement”). The First Amendment, among other things provides for the continuation of the ATM Program using the Shelf and resets the size of the ATM Program to an aggregate gross sale price of up to $400,000,000. For the avoidance of doubt, the First Amendment aggregate gross sales price limitation supersedes and replaces the aggregate gross sales price limitation provided in the Existing Sales Agreement. The offering of the Shares will be made pursuant to the Shelf, a base prospectus dated June 16, 2023, and Prospectus Supplement dated May 8, 2025. Except as modified by the First Amendment, the Sales Agreement and the form of master forward confirmation included therein remain in full force and effect.
In the ordinary course of business, certain of the parties to the Sales Agreement or their respective affiliates have provided and may in the future provide commercial, financial advisory or investment banking services for the Company and its subsidiaries for which they have received or will receive customary compensation. For example, affiliates of certain of the parties to the Sales Agreement are lenders and/or agents under certain of our existing credit facilities. To the extent that we use the net proceeds from the offering to repay amounts we have borrowed, may borrow or re-borrow in the future under such facilities, those lenders will receive their pro rata portion of the proceeds from this offering we use to pay any such amounts.
The summary of the First Amendment in this report does not purport to be complete and is qualified by reference to the full text of the First Amendment, which is filed as Exhibit 1.1 hereto.
In connection with the issuance and sale of the Shares, the Company is also filing a legal opinion regarding the validity of the Shares as Exhibit 5.1 for the purpose of incorporating the opinion into the Registration Statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
| Number | Exhibit | |
| 1.1 | First Amendment to Equity Distribution Sales Agreement dated May 8, 2025 among Black Hills Corporation and the Agents, Forward Purchasers and Forward Sellers named therein. | |
| 5.1 | Opinion of Todd Brink, Esq. | |
| 23.1 | Consent of Todd Brink, Esq. (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 hereunto duly authorized.
| BLACK HILLS CORPORATION | ||
| By: | /s/ Kimberly F. Nooney | |
| Kimberly F. Nooney | ||
| Senior Vice President and Chief Financial Officer | ||
Date: May 8, 2025