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) - July 2, 2015
ALLETE, Inc.
(Exact name of registrant as specified in its charter)
Minnesota | 1-3548 | 41-0418150 |
(State or other jurisdiction of | (Commission File Number) | (IRS Employer |
incorporation or organization) | Identification No.) | |
30 West Superior Street
Duluth, Minnesota 55802-2093
(Address of principal executive offices, including zip code)
(218) 279-5000
(Registrant’s telephone number, including area code)
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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
SECTION 8 – OTHER EVENTS
Item 8.01 Other Events.
On July 2, 2015, ALLETE Clean Energy, a wholly-owned subsidiary of ALLETE, Inc. (NYSE: ALE), announced that it has closed on the purchase of a 100.5-megawatt Pennsylvania wind farm from The AES Corporation (AES). ALLETE Clean Energy acquired the wind facility near Troy, Pennsylvania, called Armenia Mountain, from AES and a non-controlling interest from a minority shareholder for a total of $108 million, plus the assumption of existing debt. A copy of the press release is filed as Exhibit 99 to this Current Report on Form 8-K and is incorporated herein by reference.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number
99 | ALLETE Clean Energy's press release dated July 2, 2015. |
Readers are cautioned that forward-looking statements should be read in conjunction with ALLETE's disclosures under the heading: “Forward-Looking Statements” located on page 2 of this Form 8-K.
ALLETE Form 8-K dated July 2, 2015
1
Forward-Looking Statements
Statements in this report that are not statements of historical facts are considered “forward-looking” and, accordingly, involve risks and uncertainties that could cause actual results to differ materially from those discussed. Although such forward-looking statements have been made in good faith and are based on reasonable assumptions, there is no assurance that the expected results will be achieved. 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.
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 ALLETE in this Current Report on Form 8-K, in presentations, on our website, in response to questions or otherwise. These statements are qualified in their entirety by reference to, and are accompanied by, the following important factors, in addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements that could cause our actual results to differ materially from those indicated in the forward-looking statements:
• | our ability to successfully implement our strategic objectives; |
• | global and domestic economic conditions affecting us or our customers; |
• | wholesale power market conditions; |
• | federal and state regulatory and legislative actions that impact regulated utility economics, including our allowed rates of return, capital structure, ability to secure financing, industry and rate structure, acquisition and disposal of assets and facilities, operation and construction of plant facilities and utility infrastructure, recovery of purchased power, capital investments and other expenses, including present or prospective environmental matters; |
• | changes in and compliance with laws and regulations; |
• | effects of competition, including competition for retail and wholesale customers; |
• | effects of restructuring initiatives in the electric industry; |
• | changes in tax rates or policies or in rates of inflation; |
• | the impacts on our Regulated Operations segment of climate change and future regulation to restrict the emissions of greenhouse gases; |
• | the impacts of laws and regulations related to renewable and distributed generation; |
• | the outcome of legal and administrative proceedings (whether civil or criminal) and settlements; |
• | weather conditions, natural disasters and pandemic diseases; |
• | our ability to access capital markets and bank financing; |
• | changes in interest rates and the performance of the financial markets; |
• | project delays or changes in project costs; |
• | availability and management of construction materials and skilled construction labor for capital projects; |
• | changes in operating expenses and capital expenditures and our ability to recover these costs; |
• | pricing, availability and transportation of fuel and other commodities and the ability to recover the costs of such commodities; |
• | our ability to replace a mature workforce and retain qualified, skilled and experienced personnel; |
• | effects of emerging technology; |
• | war, acts of terrorism and cyber attacks; |
• | our ability to manage expansion and integrate acquisitions; |
• | our current and potential industrial and municipal customers’ ability to execute announced expansion plans; |
• | population growth rates and demographic patterns; and |
• | zoning and permitting of land held for resale, real estate development or changes in the real estate market. |
Additional disclosures regarding factors that could cause our results or performance to differ from those anticipated by this report are discussed in Item 1A under the heading “Risk Factors” beginning on page 29 of ALLETE’s Annual Report on Form 10-K for the year ended December 31, 2014 and in “Item 1A. Risk Factors” in ALLETE's Form 10-Q for the three months ended March 31, 2015 beginning on page 54. Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which that statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all of these factors, nor can we assess the impact of each of these factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. Readers are urged to carefully review and consider the various disclosures made by ALLETE in this Current Report on Form 8‑K and in our other reports filed with the SEC that attempt to identify the risks and uncertainties that may affect ALLETE’s business.
ALLETE Form 8-K dated July 2, 2015
2
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 thereunto duly authorized.
ALLETE, Inc.
July 2, 2015 | /s/ Steven W. Morris | |
Steven W. Morris | ||
Controller | ||
ALLETE Form 8-K dated July 2, 2015
3
 | Exhibit 99 | |
For Release: | July 2, 2015 | |
Contact: | Amy Rutledge | |
Manager – Corporate Communications | ||
218-723-7400 | ||
arutledge@allete.com | ||
NEWS | ||
ALLETE Clean Energy acquires Pennsylvania wind facility
Duluth, Minn.-ALLETE Clean Energy (ACE), a wholly-owned subsidiary of ALLETE, Inc. (NYSE: ALE), has closed on the purchase of a 100.5-megawatt (MW) Pennsylvania wind farm from The AES Corporation (AES).
ACE acquired the wind facility near Troy, Pennsylvania, called Armenia Mountain from AES and a non-controlling interest from a minority shareholder for a total of $108 million, plus the assumption of existing debt.
ALLETE Clean Energy exercised an option to purchase the facility on April 1 and signed a purchase agreement with AES on April 30.
Located in the busy PJM electricity market near the New York-Pennsylvania border, Armenia Mountain consists of 67 General Electric turbines installed in 2009. All of the facility’s energy output is sold through existing power purchase agreements that extend through 2025. It is the seventh wind facility in ACE’s portfolio. The company will operate the facility and the 11 onsite employees have been hired by ACE.
“We look forward to entering the vibrant Eastern U.S. market for renewable energy,” said ALLETE Clean Energy President Eric Norberg. “We want to build upon our operational and entrepreneurial experience to add strategic locations.”
ACE was established in 2011 to acquire or develop capital projects to create energy solutions by way of wind, solar, biomass, hydro, natural gas, shale resources, clean coal technology and other emerging energy innovations. ALLETE’s combined portfolio of operating wind assets controlled by ACE and Minnesota Power now totals more than 1,000 MW.
“This latest acquisition further builds momentum at our clean energy subsidiary and demonstrates that ALLETE continues to effectively execute its multi-year, multi-faceted growth strategy as the market evolves and our company answers the call of the nation’s changing energy landscape,” said Alan R. Hodnik, ALLETE chairman, president and CEO.
ALLETE, Inc. is an energy company headquartered in Duluth, Minnesota. In addition to its electric utilities, Minnesota Power and Superior Water, Light and Power of Wisconsin, ALLETE owns ALLETE Clean Energy, based in Duluth, BNI Coal in Center, North Dakota, U.S. Water Services in St. Michael, Minnesota, and has an eight percent equity interest in the American Transmission Co. More information about ALLETE is available at www.allete.com.
The statements contained in this release and statements that ALLETE may make orally in connection with this release that are not historical facts, are forward-looking statements. These forward-looking statements involve risks and uncertainties and investors are directed to the risks discussed in documents filed by ALLETE with the Securities and Exchange Commission.
ALLETE Clean Energy 30 West Superior Street, Suite 200, Duluth, Minnesota 55802
www.allete.com