Other Information Included in the General. Disclosure Package The following information is also included in the General Disclosure Package: None. Free Writing Prospectus Filed Pursuant to Rule 433 To Prospectus dated November 16, 2015 Preliminary Prospectus Supplements, each dated November 16, 2015 Registration Statement File No. 333-197895 BLACK HILLS CORPORATION Concurrent Offerings of: 5,500,000 Shares of Common Stock (the “Common Stock Offering”) and 5,200,000 Equity Units (Initially Consisting of 5,200,000 Corporate Units) (the “Equity Units Offering” and, together with the Common Stock Offering, the “Offerings”) Pricing Term Sheet dated November 17, 2015 The information in this pricing term sheet relates to the Offerings and should be read together with (i) the preliminary prospectus supplement dated November 16, 2015 relating to the Common Stock Offering (the “Common Stock Preliminary Prospectus Supplement”) and (ii) the preliminary prospectus supplement dated November 16, 2015 relating to the Equity Units Offering (the “Equity Units Preliminary Prospectus Supplement” and, together with the Common Stock Preliminary Prospectus Supplement, the “Preliminary Prospectus Supplements”), in each case, including the documents incorporated by reference therein and the related base prospectus dated November 16, 2015, filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (Registration Statement File No. 333-197895). Terms used but not defined herein, with respect to either Offering, have the meanings ascribed to them in the applicable Preliminary Prospectus Supplement. Company Black Hills Corporation, a South Dakota corporation Company Stock Ticker New York Stock Exchange “BKH” Pricing Date November 17, 2015 Trade Date November 18, 2015 Closing Price of the Common Stock on November 17, 2015 $40.25 per share Settlement Date November 23, 2015 Registration Format SEC Registered Common Stock Offering Title of Securities Common stock, par value $1.00 per share, of the Company (the “Common Stock”) Number of Shares of Common Stock Offered 5,500,000 (or 6,325,000 if the underwriters of the Common Stock Offering exercise their option to purchase up to 825,000 additional shares of Common Stock in full) Common Stock Public Offering Price $40.25 per share of Common Stock $221,375,000 in aggregate (or $254,581,250 if the underwriters of the Common Stock Offering exercise their option to purchase up to 825,000 additional shares of Common Stock in full) Underwriting Discounts and Commissions $1.40875 per share of Common Stock $7,748,125 in aggregate (or $8,910,343.75 if the underwriters of the Common Stock Offering exercise their option to purchase up to 825,000 additional shares of Common Stock in full) The underwriters of the Common Stock Offering propose to offer the shares of Common Stock to dealers at the Common Stock Public Offering Price less a concession not in excess of $0.84525 per share of Common Stock. Estimated Net Proceeds to the Company from the Common Stock Offering The Company estimates that it will receive net proceeds of approximately $212.4 million from the sale of Common Stock in the Common Stock Offering after deducting the Underwriting Discounts and Commissions and estimated offering expenses. The Company estimates that it will receive net proceeds of approximately $244.5 million if the underwriters of the Common Stock Offering exercise their option to purchase additional shares of Common Stock in full. Joint Bookrunning Managers Credit Suisse Securities (USA) LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated RBC Capital Markets, LLC Xxxxx Fargo Securities, LLC Senior Co-Manager BMO Capital Markets Corp. Co-Managers X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC Scotia Capital (USA) Inc. Mitsubishi UFJ Securities (USA), Inc. CUSIP for the Common Stock 000000000 ISIN for the Common Stock US0921131092 Stabilization Transactions Prior to purchasing the shares of Common Stock being offered pursuant to the Common Stock Preliminary Prospectus Supplement, on November 17, 2015, one of the underwriters purchased, on behalf of the syndicate, 47,450 shares of Common Stock at an average price of $40.2346 per share in stabilizing transactions.
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Samples: Underwriting Agreement (Black Hills Corp /Sd/), Underwriting Agreement (Black Hills Corp /Sd/)
Other Information Included in the General. Disclosure Package The following information is also included in the General Disclosure Package: None. Free Writing Prospectus Filed Pursuant to Rule 433 To Prospectus dated November 16, 2015 Preliminary Prospectus Supplements, each dated November 16, 2015 Registration Statement File No. 333-197895 BLACK HILLS CORPORATION Concurrent Offerings of: 5,500,000 Shares of Common Stock (the “Common Stock Offering”) and 5,200,000 Equity Units (Initially Consisting of 5,200,000 Corporate Units) (the “Equity Units Offering” and, together with the Common Stock Offering, the “Offerings”) Pricing Term Sheet dated November 17[Intentionally omitted] SCHEDULE C [Intentionally omitted] SCHEDULE D (“Significant Subsidiaries”) Subsidiary Name State of Organization Black Hills Colorado Electric, 2015 The information LLC Delaware Black Hills Power, Inc. South Xxxxxx Xxxxx Hills Service Company, LLC South Xxxxxx Xxxxx Hills Utility Holdings, Inc. South Xxxxxx Xxxxx Hills Nebraska Gas, LLC Delaware EXHIBIT A March __, 2023 BofA Securities, Inc. One Bryant Park New York, New York 10036 X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx New York, New York 10179 and the several other Underwriters listed in this pricing term sheet relates Schedule A to the Offerings Underwriting Agreement referenced below Re: Offering by Black Hills Corporation of $[350,000,000] principal amount of its [ ]% Notes due 20[ ] Ladies and should be read together with (i) the preliminary prospectus supplement dated November 16, 2015 relating Gentlemen: We have acted as counsel to the Common Stock Offering (the “Common Stock Preliminary Prospectus Supplement”) and (ii) the preliminary prospectus supplement dated November 16, 2015 relating to the Equity Units Offering (the “Equity Units Preliminary Prospectus Supplement” and, together with the Common Stock Preliminary Prospectus Supplement, the “Preliminary Prospectus Supplements”), in each case, including the documents incorporated by reference therein and the related base prospectus dated November 16, 2015, filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (Registration Statement File No. 333-197895). Terms used but not defined herein, with respect to either Offering, have the meanings ascribed to them in the applicable Preliminary Prospectus Supplement. Company Black Hills Corporation, a South Dakota corporation Company Stock Ticker New York Stock Exchange “BKH” Pricing Date November 17, 2015 Trade Date November 18, 2015 Closing Price of the Common Stock on November 17, 2015 $40.25 per share Settlement Date November 23, 2015 Registration Format SEC Registered Common Stock Offering Title of Securities Common stock, par value $1.00 per share, of the Company (the “Common StockCompany”) Number of Shares of Common Stock Offered 5,500,000 ), in connection with the Underwriting Agreement, dated March [ ], 2023 (or 6,325,000 if the underwriters of the Common Stock Offering exercise their option to purchase up to 825,000 additional shares of Common Stock in full) Common Stock Public Offering Price $40.25 per share of Common Stock $221,375,000 in aggregate (or $254,581,250 if the underwriters of the Common Stock Offering exercise their option to purchase up to 825,000 additional shares of Common Stock in full) “Underwriting Discounts Agreement”), by and Commissions $1.40875 per share of Common Stock $7,748,125 in aggregate (or $8,910,343.75 if the underwriters of the Common Stock Offering exercise their option to purchase up to 825,000 additional shares of Common Stock in full) The underwriters of the Common Stock Offering propose to offer the shares of Common Stock to dealers at the Common Stock Public Offering Price less a concession not in excess of $0.84525 per share of Common Stock. Estimated Net Proceeds to among the Company from the Common Stock Offering The Company estimates that it will receive net proceeds of approximately $212.4 million from the sale of Common Stock in the Common Stock Offering after deducting the Underwriting Discounts and Commissions and estimated offering expenses. The Company estimates that it will receive net proceeds of approximately $244.5 million if the underwriters of the Common Stock Offering exercise their option to purchase additional shares of Common Stock in full. Joint Bookrunning Managers Credit Suisse Securities (USA) LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated RBC Capital Markets, LLC Xxxxx Fargo BofA Securities, LLC Senior Co-Manager BMO Capital Markets Corp. Co-Managers Inc. and X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC Scotia Capital LLC, as representatives of the several underwriters listed in Schedule A thereto (USA) Inc. Mitsubishi UFJ Securities (USAthe “Underwriters”), Inc. CUSIP for relating to the Common Stock 000000000 ISIN for issuance by the Common Stock US0921131092 Stabilization Transactions Prior Company of $[350,000,000] principal amount of its [ ]% Notes due 20[ ] (the “Offered Securities”). Capitalized terms used and not defined herein have the respective meanings ascribed to purchasing such terms in the shares of Common Stock being offered Underwriting Agreement. We are delivering this opinion letter pursuant to Section 7(d) of the Common Stock Preliminary Prospectus SupplementUnderwriting Agreement. The Offered Securities are to be issued under an indenture dated as of May 21, on 2003, between the Company and Computershare Trust Company, N.A. (as successor to Xxxxx Fargo Bank, National Association), as Trustee (the “Trustee”) (the “Base Indenture”), as supplemented by a first supplemental indenture dated as of May 21, 2003, a second supplemental indenture dated as of May 14, 2009, a third supplemental indenture dated as of July 16, 2010, a fourth supplemental indenture dated as of November 19, 2013, a fifth supplemental indenture dated as of January 13, 2016, a sixth supplemental indenture dated as of August 19, 2016, a seventh supplemental indenture dated as of August 17, 20152018, one an eighth supplemental indenture dated as of October 3, 2019, a ninth supplemental indenture dated as of June 17, 2020, a tenth supplemental indenture dated as of August 26, 2021 and an eleventh supplemental indenture dated as of the underwriters purchasedClosing Date (the “Supplemental Indenture” and, on behalf the Base Indenture as supplemented by such Supplemental Indenture, the “Indenture”). The Indenture, the Underwriting Agreement and the Offered Securities are sometimes referred to herein collectively as the “Transaction Documents.” We have made such examination of law and facts as we have deemed necessary as a basis for our opinions set forth below. In connection with such examination, we have reviewed the syndicate, 47,450 shares of Common Stock at an average price of $40.2346 per share in stabilizing transactions.following documents:
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Other Information Included in the General. Disclosure Package The following information is also included in the General Disclosure Package: None. Free Writing Prospectus Filed Pursuant to Rule 433 To Prospectus dated November 16, 2015 Preliminary Prospectus Supplements, each dated November 16, 2015 Registration Statement File No. 333-197895 BLACK HILLS CORPORATION Concurrent Offerings of: 5,500,000 Shares of Common Stock (the “Common Stock Offering”) and 5,200,000 Equity Units (Initially Consisting of 5,200,000 Corporate Units) (the “Equity Units Offering” and, together with the Common Stock Offering, the “Offerings”) Pricing Term Sheet dated November 17[Intentionally omitted] SCHEDULE C [Intentionally omitted] SCHEDULE D (“Significant Subsidiaries”) Subsidiary Name State of Organization Black Hills Colorado Electric, 2015 The information LLC Delaware Black Hills Energy Arkansas, Inc. Arkansas Black Hills Power, Inc. South Dxxxxx Xxxxx Hills Service Company, LLC South Dxxxxx Xxxxx Hills Utility Holdings, Inc. South Dxxxxx Xxxxx Hills Nebraska Gas, LLC Delaware EXHIBIT A May 16, 2024 Wxxxx Fargo Securities, LLC 500 Xxxxx Xxxxx Xx., 5th Floor Charlotte, NC 28202 BofA Securities, Inc. One Bryant Park New York, NY 10036 and the several other Underwriters listed in this pricing term sheet relates Schedule A to the Offerings Underwriting Agreement referenced below Re: Offering by Black Hills Corporation of $450,000,000 principal amount of its 6.000% Notes due 2035 Ladies and should be read together with (i) the preliminary prospectus supplement dated November 16, 2015 relating Gentlemen: We have acted as counsel to the Common Stock Offering (the “Common Stock Preliminary Prospectus Supplement”) and (ii) the preliminary prospectus supplement dated November 16, 2015 relating to the Equity Units Offering (the “Equity Units Preliminary Prospectus Supplement” and, together with the Common Stock Preliminary Prospectus Supplement, the “Preliminary Prospectus Supplements”), in each case, including the documents incorporated by reference therein and the related base prospectus dated November 16, 2015, filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (Registration Statement File No. 333-197895). Terms used but not defined herein, with respect to either Offering, have the meanings ascribed to them in the applicable Preliminary Prospectus Supplement. Company Black Hills Corporation, a South Dakota corporation Company Stock Ticker New York Stock Exchange “BKH” Pricing Date November 17, 2015 Trade Date November 18, 2015 Closing Price of the Common Stock on November 17, 2015 $40.25 per share Settlement Date November 23, 2015 Registration Format SEC Registered Common Stock Offering Title of Securities Common stock, par value $1.00 per share, of the Company (the “Common StockCompany”) Number of Shares of Common Stock Offered 5,500,000 ), in connection with the Underwriting Agreement, dated May 13, 2024 (or 6,325,000 if the underwriters of the Common Stock Offering exercise their option to purchase up to 825,000 additional shares of Common Stock in full) Common Stock Public Offering Price $40.25 per share of Common Stock $221,375,000 in aggregate (or $254,581,250 if the underwriters of the Common Stock Offering exercise their option to purchase up to 825,000 additional shares of Common Stock in full) “Underwriting Discounts Agreement”), by and Commissions $1.40875 per share of Common Stock $7,748,125 in aggregate (or $8,910,343.75 if the underwriters of the Common Stock Offering exercise their option to purchase up to 825,000 additional shares of Common Stock in full) The underwriters of the Common Stock Offering propose to offer the shares of Common Stock to dealers at the Common Stock Public Offering Price less a concession not in excess of $0.84525 per share of Common Stock. Estimated Net Proceeds to among the Company from the Common Stock Offering The Company estimates that it will receive net proceeds of approximately $212.4 million from the sale of Common Stock in the Common Stock Offering after deducting the Underwriting Discounts and Commissions and estimated offering expenses. The Company estimates that it will receive net proceeds of approximately $244.5 million if the underwriters of the Common Stock Offering exercise their option to purchase additional shares of Common Stock in full. Joint Bookrunning Managers Credit Suisse Securities (USA) LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated RBC Capital Markets, LLC Xxxxx Wxxxx Fargo Securities, LLC Senior Co-Manager BMO Capital Markets Corp. Co-Managers X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC Scotia Capital and BofA Securities, Inc., as representatives of the several underwriters listed in Schedule A thereto (USA) Inc. Mitsubishi UFJ Securities (USAthe “Underwriters”), Inc. CUSIP for relating to the Common Stock 000000000 ISIN for issuance by the Common Stock US0921131092 Stabilization Transactions Prior Company of $450,000,000 principal amount of its 6.000% Notes due 2035 (the “Offered Securities”). Capitalized terms used and not defined herein have the respective meanings ascribed to purchasing such terms in the shares of Common Stock being offered Underwriting Agreement. We are delivering this opinion letter pursuant to Section 7(d) of the Common Stock Preliminary Prospectus SupplementUnderwriting Agreement. The Offered Securities are to be issued under an indenture dated as of May 21, on 2003, between the Company and Computershare Trust Company, N.A. (as successor to Wxxxx Fargo Bank, National Association), as Trustee (the “Trustee”) (the “Base Indenture”), as supplemented by a first supplemental indenture dated as of May 21, 2003, a second supplemental indenture dated as of May 14, 2009, a third supplemental indenture dated as of July 16, 2010, a fourth supplemental indenture dated as of November 19, 2013, a fifth supplemental indenture dated as of January 13, 2016, a sixth supplemental indenture dated as of August 19, 2016, a seventh supplemental indenture dated as of August 17, 20152018, one an eighth supplemental indenture dated as of October 3, 2019, a ninth supplemental indenture dated as of June 17, 2020, a tenth supplemental indenture dated as of August 26, 2021, an eleventh supplemental indenture dated as of March 7, 2023, a twelfth supplemental indenture dated as of September 15, 2023 and a thirteenth supplemental indenture dated as of the underwriters purchasedClosing Date (the “Supplemental Indenture” and, on behalf the Base Indenture as supplemented by such Supplemental Indenture, the “Indenture”). The Indenture, the Underwriting Agreement and the Offered Securities are sometimes referred to herein collectively as the “Transaction Documents.” We have made such examination of law and facts as we have deemed necessary as a basis for our opinions set forth below. In connection with such examination, we have reviewed the syndicate, 47,450 shares of Common Stock at an average price of $40.2346 per share in stabilizing transactions.following documents:
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Other Information Included in the General. Disclosure Package The following information contained on the next page as Schedule B-1 is also included in the General Disclosure Package. SCHEDULE B-1 Quality Distribution, Inc. Issuer: NoneQuality Distribution, Inc. Symbol: QLTY (NASDAQ Global Market) Shares offered by the Issuer: 2,500,000 shares of common stock Shares offered by the selling stockholders: 2,500,000 shares of common stock Option to purchase additional shares provided by the selling stockholders: 750,000 shares of common stock Price to public: $13.00 per share Trade date: March 8, 2012 Closing date: March 13, 2012 SCHEDULE C Form of Xxxxxxxx, Loop & Xxxxxxxx, LLP (Florida) Opinion SCHEDULE D-1 Form of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP (Delaware, New York) Opinion SCHEDULE D-2 Form of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP Opinion (Selling Stockholder) SCHEDULE D-3 Form of Macfarlanes LLP Opinion (Apollo (UK) Partners III, L.P.) SCHEDULE X-0 Xxxx xx Xxxx-Xx Xxxxxx , 0000 Quality Distribution, Inc. 0000 Xxxx Xxxx Xxxxxxxxx, Xxxxx 000 Xxxxx, XX 00000 XXXXXXX, SACHS & CO. Free Writing Prospectus Filed Pursuant 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 X.X. XXXXXX SECURITIES LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 CREDIT SUISSE SECURITIES (USA) LLC Eleven Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: As an inducement to Rule 433 To Prospectus dated November 16the Underwriters to execute the Underwriting Agreement, 2015 Preliminary Prospectus Supplements, each dated November 16, 2015 Registration Statement File No. 333-197895 BLACK HILLS CORPORATION Concurrent Offerings of: 5,500,000 Shares of Common Stock pursuant to which an offering (the “Common Stock Offering”) and 5,200,000 Equity Units (Initially Consisting will be made of 5,200,000 Corporate Units) the Common Stock, no par value (the “Equity Units Offering” andSecurities”), together with the Common Stock Offeringof Quality Distribution, the “Offerings”Inc., and any successor (by merger or otherwise) Pricing Term Sheet dated November 17thereto, 2015 The information in this pricing term sheet relates to the Offerings and should be read together with (i) the preliminary prospectus supplement dated November 16, 2015 relating to the Common Stock Offering (the “Common Stock Preliminary Prospectus SupplementCompany”) and (ii) ), the preliminary prospectus supplement dated November 16, 2015 relating to undersigned hereby agrees that during the Equity Units Offering period specified in the following paragraph (the “Equity Units Preliminary Prospectus Supplement” and, together with the Common Stock Preliminary Prospectus SupplementLock-Up Period”), the “Preliminary Prospectus Supplements”)undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of Securities or securities convertible into or exchangeable or exercisable for any shares of Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Xxxxxxx, Xxxxx & Co. In addition, the undersigned agrees that, without the prior written consent of Xxxxxxx, Sachs & Co., it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities. The initial Lock-Up Period will commence on the date of this Lock-Up Agreement and continue and include the date 90 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement, to which you are or expect to become parties; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless Xxxxxxx, Xxxxx & Co. waives, in writing, such extension. The undersigned hereby acknowledges and agrees that written notice of any extension of the Lock-Up Period pursuant to the previous paragraph will be delivered by Xxxxxxx, Sachs & Co. (in accordance with the Underwriting Agreement) and that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. The undersigned further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Lock-Up Agreement during the period from the date of this Lock-Up Agreement to and including the documents incorporated by reference therein 34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the related base prospectus dated November 16, 2015, filed Company that the Lock-Up Period (as may have been extended pursuant to Rule 424(bthe previous paragraph) under has expired. Notwithstanding anything else to the contrary, the foregoing restrictions shall not apply to: (i) any sale of shares of Securities acquired by the undersigned in the open market following the Public Offering Date; (ii) any transfer of shares of Securities or any other securities of the Company (A) to a family member or trust, (B) as a bona fide gift or gifts, (C) by will or intestate succession, (D) as a distribution to partners, members or stockholders of the undersigned provided that such transfers shall not involve a disposition for value, or (E) pursuant to a sale of 100% of the outstanding shares of Securities (including, without limitation, in connection with a tender offer for such shares of Securities or by way of merger of the Company with another person) to a third party or group of third parties that are not affiliates of the Company, provided that the opportunity to participate in such sale, tender offer, merger or other such transaction is offered to all holders of the Securities Act of 1933, as amended (Registration Statement File No. 333-197895). Terms used but not defined hereinor, with respect to either Offeringany statutory merger of consolidation in which the Company is a constituent company, have the meanings ascribed to them in the applicable Preliminary Prospectus Supplement. Company Black Hills Corporation, a South Dakota corporation Company Stock Ticker New York Stock Exchange “BKH” Pricing Date November 17, 2015 Trade Date November 18, 2015 Closing Price participation of holders of the Common Stock on November 17, 2015 $40.25 per share Settlement Date November 23, 2015 Registration Format SEC Registered Common Stock Offering Title Securities is not voluntary (or is otherwise pursuant to an exercise of dissenters’ rights applicable to any such statutory merger or consolidation); (iii) any transfer of shares of Securities Common stock, par value $1.00 per share, of by the Company (the “Common Stock”) Number of Shares of Common Stock Offered 5,500,000 (or 6,325,000 if the underwriters of the Common Stock Offering exercise their option to purchase up to 825,000 additional shares of Common Stock in full) Common Stock Public Offering Price $40.25 per share of Common Stock $221,375,000 in aggregate (or $254,581,250 if the underwriters of the Common Stock Offering exercise their option to purchase up to 825,000 additional shares of Common Stock in full) Underwriting Discounts and Commissions $1.40875 per share of Common Stock $7,748,125 in aggregate (or $8,910,343.75 if the underwriters of the Common Stock Offering exercise their option to purchase up to 825,000 additional shares of Common Stock in full) The underwriters of the Common Stock Offering propose to offer the shares of Common Stock to dealers at the Common Stock Public Offering Price less a concession not in excess of $0.84525 per share of Common Stock. Estimated Net Proceeds undersigned to the Company from deemed to occur upon the Common Stock Offering The Company estimates that it will receive net proceeds cashless exercise of approximately $212.4 million from the sale of Common Stock in the Common Stock Offering after deducting the Underwriting Discounts and Commissions and estimated offering expenses. The Company estimates that it will receive net proceeds of approximately $244.5 million if the underwriters of the Common Stock Offering exercise their option to purchase additional shares of Common Stock in full. Joint Bookrunning Managers Credit Suisse Securities (USA) LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated RBC Capital Markets, LLC Xxxxx Fargo Securities, LLC Senior Co-Manager BMO Capital Markets Corp. Co-Managers X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC Scotia Capital (USA) Inc. Mitsubishi UFJ Securities (USA), Inc. CUSIP for the Common Stock 000000000 ISIN for the Common Stock US0921131092 Stabilization Transactions Prior to purchasing the shares of Common Stock being offered stock options granted pursuant to the Common Stock Preliminary Prospectus Supplement, on November 17, 2015, one Company’s employee benefit plans existing as of the underwriters purchaseddate hereof, on behalf provided that any shares of Securities received upon such exercise will be subject to the provisions and restrictions herein; (iv) any transfer of shares of Securities to a nominee or custodian of a person or entity to whom a disposition or transfer would be permitted under this Lock-Up Agreement; and (v) if the undersigned is a corporation, partnership, limited liability company or similar entity, any transfer of shares of Securities by the undersigned to any wholly-owned subsidiary or any stockholders, partners, members or similar persons of the syndicateundersigned; provided that: (A) for the purposes of clauses (ii), 47,450 (iv) and (v), it shall be a condition to such transfer that the transferee (if not already subject to this Lock-Up Agreement) executes and delivers to Xxxxxxx, Xxxxx & Co. a written agreement that is satisfactory to Xxxxxxx, Sachs & Co. stating that the transferee is receiving and agrees to hold such shares of Common Stock Securities subject to and in accordance with the provisions and restrictions in this Lock-Up Agreement and that there shall be no further transfer of such shares of Securities except in accordance with this Lock-Up Agreement, provided that for the purposes of subclause (ii)(E), such agreement shall terminate at an average price such time as such third party or group of $40.2346 per share third parties have acquired 100% of the outstanding shares of Securities; (B) for the purposes of clauses (ii)(A) through (D), (iv) and (v), any such transfer shall not involve a disposition for value; (C) for the purposes of clauses (i) through (v) (except for subclause (ii)(E)), no filing under the Securities Exchange Act of 1934, as amended, shall be required or shall be voluntarily made in stabilizing transactions.connection with such transfer; and (D) for the purposes of clauses (i) through (v) (except for subclause (ii)(E)), no other public filing, report or announcement regarding such transfer is voluntarily effected by any party to such transfer. In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Securities if such transfer would constitute a violation or breach of this Agreement. This Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. If (i) the Company notifies you in writing that it does not intend to proceed with the Offering or (ii) for any reason the Underwriting Agreement (other than the provisions that survive termination) shall be terminated prior to payment for and delivery of the Offered Securities described therein, this Agreement shall be terminated and the undersigned shall be released from its obligations hereunder. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. [Signature Page Follows] Very truly yours, Signature of holder Name of holder SCHEDULE E-2 Parties to Sign Lock-Up Agreement Xxxx X. Xxxxx Xxxxxxxx X. Gold Xxxxxx X. Xxxx Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxx Xxxxx X. Xxxxx Xxxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxx M. Xxx Xxxxxx Xxxx X. Xxxxxxxxxx Xxxxxx X. Xxxxx SCHEDULE F List of Subsidiaries Name State of Incorporation or Organization American Transinsurance Group, Inc. Delaware Boasso America Corporation Louisiana Chemical Xxxxxx Corporation Pennsylvania Greensville Transport Company Xxxxxxxx Xxxx Transport Ltd. Canada Mexico Investments, Inc. Florida MTL De Mexico S.A. de c.v. Mexico Power Purchasing, Inc. Delaware QC Dry Bulk, LLC Delaware QC Energy Resources, Inc. Delaware QC Energy Resources, LLC Delaware QC Energy Resources Northwest, LLC Delaware QC Energy Resources Texas, LLC Delaware QD Capital Corporation Delaware QD Risk Services, Inc. Florida Quala Systems, Inc. Delaware Quality Carriers, Inc. Illinois
Appears in 1 contract
Other Information Included in the General. Disclosure Package The following information is also included in the General Disclosure Package: None. Free Writing Prospectus Filed Pursuant to Rule 433 To Prospectus dated November 16, 2015 Preliminary Prospectus Supplements, each dated November 16, 2015 Registration Statement File No. 333-197895 BLACK HILLS CORPORATION Concurrent Offerings of: 5,500,000 Shares of Common Stock (the “Common Stock Offering”) and 5,200,000 Equity Units (Initially Consisting of 5,200,000 Corporate Units) (the “Equity Units Offering” and, together with the Common Stock Offering, the “Offerings”) Pricing Term Sheet dated November 17[Intentionally omitted] SCHEDULE C [Intentionally omitted] SCHEDULE D (“Significant Subsidiaries”) Subsidiary Name State of Organization Black Hills Colorado Electric, 2015 The information LLC Delaware Black Hills Energy Arkansas, Inc. Arkansas Black Hills Power, Inc. South Dxxxxx Xxxxx Hills Service Company, LLC South Dxxxxx Xxxxx Hills Utility Holdings, Inc. South Dxxxxx Xxxxx Hills Nebraska Gas, LLC Delaware EXHIBIT A September 15, 2023 MUFG Securities Americas Inc. 1000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx New York, NY, 10020-1001 Scotia Capital (USA) Inc. 200 Xxxxx Xxxxxx New York, NY 10281 and the several other Underwriters listed in this pricing term sheet relates Schedule A to the Offerings Underwriting Agreement referenced below Re: Offering by Black Hills Corporation of $450,000,000 principal amount of its 6.150% Notes due 2034 Ladies and should be read together with (i) the preliminary prospectus supplement dated November 16, 2015 relating Gentlemen: We have acted as counsel to the Common Stock Offering (the “Common Stock Preliminary Prospectus Supplement”) and (ii) the preliminary prospectus supplement dated November 16, 2015 relating to the Equity Units Offering (the “Equity Units Preliminary Prospectus Supplement” and, together with the Common Stock Preliminary Prospectus Supplement, the “Preliminary Prospectus Supplements”), in each case, including the documents incorporated by reference therein and the related base prospectus dated November 16, 2015, filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (Registration Statement File No. 333-197895). Terms used but not defined herein, with respect to either Offering, have the meanings ascribed to them in the applicable Preliminary Prospectus Supplement. Company Black Hills Corporation, a South Dakota corporation Company Stock Ticker New York Stock Exchange “BKH” Pricing Date November 17, 2015 Trade Date November 18, 2015 Closing Price of the Common Stock on November 17, 2015 $40.25 per share Settlement Date November 23, 2015 Registration Format SEC Registered Common Stock Offering Title of Securities Common stock, par value $1.00 per share, of the Company (the “Common StockCompany”) Number of Shares of Common Stock Offered 5,500,000 ), in connection with the Underwriting Agreement, dated September 6, 2023 (or 6,325,000 if the underwriters of the Common Stock Offering exercise their option to purchase up to 825,000 additional shares of Common Stock in full) Common Stock Public Offering Price $40.25 per share of Common Stock $221,375,000 in aggregate (or $254,581,250 if the underwriters of the Common Stock Offering exercise their option to purchase up to 825,000 additional shares of Common Stock in full) “Underwriting Discounts Agreement”), by and Commissions $1.40875 per share of Common Stock $7,748,125 in aggregate (or $8,910,343.75 if the underwriters of the Common Stock Offering exercise their option to purchase up to 825,000 additional shares of Common Stock in full) The underwriters of the Common Stock Offering propose to offer the shares of Common Stock to dealers at the Common Stock Public Offering Price less a concession not in excess of $0.84525 per share of Common Stock. Estimated Net Proceeds to among the Company from the Common Stock Offering The Company estimates that it will receive net proceeds of approximately $212.4 million from the sale of Common Stock in the Common Stock Offering after deducting the Underwriting Discounts and Commissions MUFG Securities Americas Inc. and estimated offering expenses. The Company estimates that it will receive net proceeds of approximately $244.5 million if the underwriters of the Common Stock Offering exercise their option to purchase additional shares of Common Stock in full. Joint Bookrunning Managers Credit Suisse Securities (USA) LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated RBC Capital Markets, LLC Xxxxx Fargo Securities, LLC Senior Co-Manager BMO Capital Markets Corp. Co-Managers X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC Scotia Capital (USA) Inc. Mitsubishi UFJ Securities Inc., as representatives of the several underwriters listed in Schedule A thereto (USAthe “Underwriters”), Inc. CUSIP for relating to the Common Stock 000000000 ISIN for issuance by the Common Stock US0921131092 Stabilization Transactions Prior Company of $450,000,000 principal amount of its 6.150% Notes due 2034 (the “Offered Securities”). Capitalized terms used and not defined herein have the respective meanings ascribed to purchasing such terms in the shares of Common Stock being offered Underwriting Agreement. We are delivering this opinion letter pursuant to Section 7(d) of the Common Stock Preliminary Prospectus SupplementUnderwriting Agreement. The Offered Securities are to be issued under an indenture dated as of May 21, on 2003, between the Company and Computershare Trust Company, N.A. (as successor to Wxxxx Fargo Bank, National Association), as Trustee (the “Trustee”) (the “Base Indenture”), as supplemented by a first supplemental indenture dated as of May 21, 2003, a second supplemental indenture dated as of May 14, 2009, a third supplemental indenture dated as of July 16, 2010, a fourth supplemental indenture dated as of November 19, 2013, a fifth supplemental indenture dated as of January 13, 2016, a sixth supplemental indenture dated as of August 19, 2016, a seventh supplemental indenture dated as of August 17, 20152018, one an eighth supplemental indenture dated as of October 3, 2019, a ninth supplemental indenture dated as of June 17, 2020, a tenth supplemental indenture dated as of August 26, 2021, an eleventh supplemental indenture dated as of March 7, 2023, and a twelfth supplemental indenture dated as of the underwriters purchasedClosing Date (the “Supplemental Indenture” and, on behalf the Base Indenture as supplemented by such Supplemental Indenture, the “Indenture”). The Indenture, the Underwriting Agreement and the Offered Securities are sometimes referred to herein collectively as the “Transaction Documents.” We have made such examination of law and facts as we have deemed necessary as a basis for our opinions set forth below. In connection with such examination, we have reviewed the syndicate, 47,450 shares of Common Stock at an average price of $40.2346 per share in stabilizing transactions.following documents:
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