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): February 23, 2007
OTTER TAIL CORPORATION
(Exact name of registrant as specified in its charter)
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Minnesota
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0-00368
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41-0462685 |
(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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215 South Cascade Street, P.O. Box 496, Fergus Falls, MN
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56538-0496 |
(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (866) 410-8780
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))
TABLE OF CONTENTS
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Item 1.01 |
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Entry into a Material Definitive Agreement |
On February 23, 2007, Otter Tail Corporation (the Company) entered into a note purchase
agreement dated February 23, 2007 (the Note Purchase Agreement) with Cascade Investment L.L.C.
(Cascade).The Company agreed to issue to Cascade, in a private placement transaction, $50 million
aggregate principal amount of the Companys senior notes due November 30, 2017 (the Notes). The
Notes will bear interest at a rate of 5.778% per annum, subject to adjustment in the event certain
ratings assigned to the Companys long-term senior unsecured indebtedness are downgraded below
specific levels prior to the closing of the Note purchase. The terms of the Note Purchase
Agreement are substantially similar to the terms of the note purchase agreement entered into in
connection with the issuance of the Companys $90 million 6.63% senior notes due December 1, 2011.
The closing is expected to occur on December 3, 2007 subject to the satisfaction of certain
conditions to closing, including: (i) no event or events will have occurred since December 31, 2005
that have had or would reasonably be expected to have a material adverse effect on the Company and
its subsidiaries taken as a whole; (ii) certain senior executives will remain in their current
positions; (iii) there will have been no change in control or impermissible sale of assets; (iv)
the ratio of the Companys consolidated debt to earnings before interest, taxes, depreciation and
amortization as of September 30, 2007 will be less than 3.5 to 1; (v) certain waivers will have
been obtained; and (vi) certain other customary conditions of closing will have been satisfied.
The Company has the right to terminate the Note Purchase Agreement by giving at least 30 days
prior written notice to Cascade and paying a termination fee of $1 million. The proceeds of the
Notes will be used to repay at maturity the Companys $50 million 6.375% senior debentures due
December 1, 2007.
Cascade owns approximately 8.7% of the Companys outstanding common shares as of February 15,
2007.
This summary of the Note Purchase Agreement is qualified in its entirety by reference to the
full text of the Note Purchase Agreement, a copy of which is filed as Exhibit 4.1 hereto and
incorporated herein by reference.
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Item 2.03 |
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Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant |
As described under Item 1.01 of this Form 8-K, on February 23, 2007 the Company entered into
the Note Purchase Agreement.
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Item 9.01 |
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Financial Statements and Exhibits |
(d) Exhibits
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4.1 |
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Note Purchase Agreement, dated as of February 23, 2007, between Otter Tail
Corporation and Cascade Investment L.L.C. |
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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, thereunto duly authorized.
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OTTER TAIL CORPORATION |
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Date: February 28, 2007 |
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By
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/s/ Kevin G. Moug
Kevin G. Moug
Chief Financial Officer
and Treasurer
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