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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):
October 2, 2025
Black Hills Corporation
(Exact name of Registrant as Specified in Its
Charter)
| South Dakota |
|
001-31303 |
|
46-0458824 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 7001 Mount Rushmore Road | |
| Rapid City,
South Dakota | 57702 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including
Area Code: 605 721-1700
(Former Name or Former Address, if Changed
Since Last Report)
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:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common stock of $1.00 par value |
|
BKH |
|
The New York Stock Exchange |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. ¨
| Item 1.01 |
Entry into a Material Definitive Agreement. |
The disclosure under Item 8.01 of this Current
Report on Form 8-K is incorporated herein by reference.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure under Item 8.01 of this Current
Report on Form 8-K is incorporated herein by reference.
Completion of Debt Offering
On October 2, 2025, Black Hills Corporation
(the “Company” or “we”) issued and sold an aggregate principal amount of $450 million of its 4.550%
Notes due 2031 (the “Notes”). The Notes were issued and sold pursuant to the previously disclosed Underwriting Agreement
entered into on September 25, 2025 by the Company and the representative of the several underwriters named in Schedule A thereto
(the “Underwriting Agreement”).
The Notes were offered pursuant to the Company’s
Registration Statement on Form S-3 (Registration No. 333-272739) (the “Registration Statement”), and the
related Prospectus dated June 16, 2023 and Prospectus Supplement dated September 25, 2025. We intend to apply the net proceeds
from our sale of the Notes, after payment of the costs and expenses of the offering, to repay, redeem or otherwise retire all $300 million
aggregate principal amount outstanding of our 3.950% notes due January 15, 2026, at or before maturity. Any portion of the net proceeds
not so used may be used for general corporate purposes, which may include, among other things, capital expenditures, acquisitions, investments,
other business opportunities and repayment or refinancing of other outstanding debt.
Copies of opinions related to the Notes are attached
hereto as exhibits and are expressly incorporated by reference herein and into the Registration Statement.
Terms of the Notes
The Notes were issued pursuant to the Indenture
dated as of May 21, 2003 (the “Base Indenture”), between the Company and Computershare Trust Company, N.A. (as
successor to Wells Fargo Bank, National Association), as trustee (the “Trustee”), as previously supplemented and as
further supplemented by a Fourteenth Supplemental Indenture entered into by the Company on October 2, 2025 (the “New Supplemental
Indenture” and together with the Base Indenture, the “Indenture”). The Notes bear interest at a rate per
annum of 4.550%, payable semi-annually in arrears on January 31 and July 31 of each year, beginning on January 31, 2026.
The stated maturity for the Notes is January 31, 2031. The Notes are the unsecured senior obligations of the Company and will rank
equally with all of our existing and future unsecured and unsubordinated indebtedness and senior to all of our existing and future subordinated
indebtedness.
The Indenture provides for customary events of
default (subject in certain cases to customary grace and cure periods), which include among other things nonpayment, breach of covenants
in the Indenture and certain events of bankruptcy and insolvency. If an event of default occurs and is continuing with respect to the
Notes, the Trustee or holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the principal amount
of the Notes, plus all accrued and unpaid interest, if any, to be immediately due and payable. These events of default are subject to
a number of important qualifications, limitations and exceptions that are described in the Indenture.
Copies of the New Supplemental Indenture and the
form of the Notes are attached hereto as Exhibits 4.1 and 4.2 and are expressly incorporated by reference herein and into the Registration
Statement. The foregoing descriptions are qualified in their entirety by reference to the actual terms thereof.
| Item 9.01 |
Financial Statements and Exhibits. |
The following exhibits are furnished or filed herewith:
| Number |
|
Exhibit |
| 4.1 |
|
Fourteenth Supplemental Indenture dated as of October 2, 2025 between Black Hills Corporation and Computershare Trust Company, N.A. (as current successor to LaSalle Bank National Association), as trustee. |
| 4.2 |
|
Form of 4.550% Notes due 2031 (included in Exhibit 4.1) |
| 5.1 |
|
Opinion of Todd Brink, Esq. |
| 5.2 |
|
Opinion of Faegre Drinker Biddle & Reath LLP |
| 23.1 |
|
Consent of Todd Brink, Esq. (included in the opinion filed as Exhibit 5.1) |
| 23.2 |
|
Consent of Faegre Drinker Biddle & Reath LLP (included in the opinion filed as Exhibit 5.2) |
| 104.1 |
|
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: October 2, 2025
