UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported) April 29, 2008

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BLACK HILLS CORPORATION

(Exact name of registrant as specified in its charter)

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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 (see General Instruction A.2. below):

 

 

 

 

 

 

 

1

Item 1.01

Entry into a Material Definitive Agreement

 

On February 6, 2007, we entered into agreements with Aquila, Inc. (“Aquila”) to acquire the gas utilities operated by Aquila in Colorado, Iowa, Kansas and Nebraska, and the electric utility operated by Aquila in Colorado, together with certain related assets, for $940 million in cash. At the same time we entered into our agreements with Aquila, Aquila also entered into an agreement with Great Plains Energy Incorporated (“Great Plains”) for the merger of a subsidiary of Great Plains with and into Aquila. Each transaction is contingent on the completion of the other transaction, meaning that one transaction will not be completed unless the other transaction is completed.

 

The Agreement and Plan of Merger (“Merger Agreement”), the Asset Purchase Agreement (“APA”) and the Partnership Interests Purchase Agreement (“PIPA”), each dated February 6, 2007, provided they may be terminated if the transactions have not been consummated by February 6, 2008 (the “Termination Date”). Each agreement further provides that if any party to the agreement determines that additional time is necessary to obtain any of the specified regulatory consents or approvals, the Termination Date may be extended from time to time by written notice, up to August 6, 2008. Black Hills Corporation, Aquila and Great Plains previously extended the Termination Date under the agreements to May 1, 2008.     

 

On April 29, 2008, Black Hills Corporation, Aquila and Great Plains provided notices to each other again mutually extending the Termination Date under their APA, PIPA and Merger Agreement to August 6, 2008.

 

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

10	Mutual Notice of Extension provided as of April 29, 2008, by and among Black Hills Corporation, Aquila, Inc., and Great Plains Energy Incorporated.

 

 

 

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 hereunto duly authorized.

 

 

	BLACK HILLS CORPORATION
	By: /s/ Steven J. Helmers
	Steven J. Helmers
	Senior Vice President
	and General Counsel
Date:  April 29, 2008

 

 

3

Exhibit Index

 

Exhibit #

10

Mutual Notice of Extension provided as of April 29, 2008, by and among Black Hills Corporation, Aquila, Inc., and Great Plains Energy Incorporated.

 

 

4

 

 

MUTUAL NOTICE OF EXTENSION

This Mutual Notice of Extension (the “Notice”) is provided as of April 29, 2008, by and among Black Hills Corporation, a South Dakota corporation (“Black Hills”), Aquila, Inc., a Delaware corporation (“Aquila”), and Great Plains Energy Incorporated, a Missouri corporation (“Great Plains”).

Background

The parties have entered into an Agreement and Plan of Merger (“Merger Agreement), an Asset Purchase Agreement (“APA”) and a Partnership Interests Purchase Agreement (“PIPA”), each dated February 6, 2007. These agreements provide that each of them may be terminated at any time prior to the Effective Time (as defined in the agreements) if, among other things, the transactions contemplated by the agreements have not been consummated by the first anniversary of the agreements (the “Termination Date”). The agreements further provide that either Aquila or Great Plains may extend the Termination Date of the Merger Agreement, and either Aquila or Black Hills may extend the Termination Date of the APA and PIPA, from time to time up to a date not beyond 18 months after the dates of the agreements, if any of them determines that additional time is necessary to obtain any of the Material Company Regulatory Consents or the Material Parent Regulatory Consents (as defined in the Merger Agreement), or the Required Regulatory Approvals (as defined in the APA and PIPA).

On January 31, 2008, the parties determined that additional time was necessary to obtain the Material Company Regulatory Consents, the Material Parent Regulatory Consents and the Required Regulatory Approvals, and entered into a Mutual Notice of Extension pursuant to which the Termination Dates of the Merger Agreement, APA and PIPA were initially extended to May 1, 2008.

The parties have since determined that further time is necessary to obtain the Material Company Regulatory Consents, the Material Parent Regulatory Consents and the Required Regulatory Approvals, and each party desires to further extend the Termination Dates of the Merger Agreement, APA and PIPA.

Mutual Notice of Extension

Each of Aquila and Great Plains hereby provides written notice to the other, pursuant to Section 9.2 of the Merger Agreement, that the Termination Date, as defined in that agreement, is hereby extended to August 6, 2008.

Each of Black Hills and Aquila hereby provides written notice to the other and to Great Plains, pursuant to Sections 10.1(b) of the APA and the PIPA, that the Termination Date, as defined in those agreements, is hereby extended to August 6, 2008.

The parties acknowledge that if the transactions contemplated by the Merger Agreement, APA and PIPA have not been consummated on or before August 6, 2008, (i) the Board of Directors of either Aquila or Great Plains may terminate the Merger Agreement pursuant to

Section 9.1(b) thereof, and (ii) either Aquila or Black Hills may terminate the APA and PIPA pursuant to Section 10.1(b) thereof.

[signature page follows]

 

1-LA/975924.1

IN WITNESS WHEREOF, this Mutual Notice of Extension has been duly executed and delivered by the duly authorized officers of the parties as of the date first written above.

 

BLACK HILLS CORPORATION

 

By: /s/ Steven J. Helmers

Name: Steven J. Helmers

Title:

Senior Vice President and General Counsel

 

GREAT PLAINS ENERGY INCORPORATED

 

By: /s/ Terry Bassham

Name: Terry Bassham

Title:

Executive Vice President – Finance and Strategic

Development and Chief Financial Officer

 

AQUILA, INC.

 

By: /s/ Christopher M. Reitz

Name: Christopher M. Reitz

Title:

Senior Vice President, General Counsel and Secretary

 

 

1-LA/975924.1