ALLETE Announces Offering of Common Stock

  ALLETE Announces Offering of Common Stock

Business Wire

DULUTH, Minn. -- February 25, 2014

ALLETE, Inc. (NYSE:ALE) (the “Company”) today announced that it plans to
commence an underwritten public offering of up to 2,500,000 shares of its
common stock, subject to market conditions, in connection with the forward
sale agreement described below. In conjunction with this offering, the
underwriters will be granted an option to purchase up to an additional 375,000
shares of the Company’s common stock solely to cover over-allotments, if any.
Subject to certain conditions, all shares of common stock will be sold in
connection with the execution of the forward sale agreement, as described
below.

The Company intends to use any net proceeds that it receives upon settlement
of the forward sale agreement described below or upon any issuance and sale to
the underwriters of shares of its common stock in the offering for corporate
purposes, including capital investments.

J.P. Morgan and Baird are acting as joint book-running managers for the
offering. RBC Capital Markets and Wells Fargo Securities are acting as
co-managers for the offering.

The offering will be made under the Company’s existing shelf registration
statement filed with the Securities and Exchange Commission, which became
effective on August 2, 2013.

In connection with the offering, the Company expects to enter into a forward
sale agreement (and, to the extent that the underwriters exercise their
over-allotment option, the Company may, at its sole discretion, enter into an
additional forward sale agreement) with an affiliate of J.P. Morgan (the
“Counterparty”) under which the Company will agree to sell to the Counterparty
the same number of shares of the Company’s common stock sold by an affiliate
of the Counterparty to the underwriters for sale in the underwritten public
offering (subject to the Company’s right to cash settle or net share settle
the forward sale agreement).

In connection with the forward sale agreement, the Counterparty (or its
affiliate) is expected to borrow from third-party lenders and sell to the
underwriters up to 2,500,000 shares of the Company’s common stock (assuming no
exercise of the over-allotment option) at the close of this offering. If the
underwriters exercise their over-allotment option and the Company elects not
to enter into an additional forward sale agreement with the Counterparty, the
Company will issue and sell to the underwriters the number of shares of common
stock in respect of which the over-allotment option is exercised.

Settlement of the forward sale agreement will occur no later than 12 months
following the date of pricing. Upon any physical settlement of the forward
sale agreement, the Company will issue and deliver to the Counterparty shares
of its common stock in exchange for cash proceeds per share equal to the
forward sale price, which will initially be the public offering price (less
underwriting discounts and commissions) and will be subject to certain
adjustments as provided in the forward sale agreement. The Company may, in
certain circumstances, elect cash settlement or net share settlement for all
or a portion of its obligations under the forward sale agreement.

This press release does not constitute an offer to sell or a solicitation of
an offer to buy any securities, and no offer, solicitation or sale of any
securities shall be made, in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. The offering of these
securities will be made only by means of a prospectus and a related prospectus
supplement meeting the requirements of Section 10 of the Securities Act of
1933. A copy of the prospectus supplement and accompanying prospectus with
respect to this offering may be obtained from (i) J.P. Morgan by calling
1-866-803-9204 or by mail at J.P. Morgan Securities LLC, c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Attn:
Prospectus Department or (ii) Baird by calling 1-800-792-2473, by mail at
Robert W. Baird & Co. Incorporated, Attn: Syndicate Department, 777 East
Wisconsin Avenue, Milwaukee, WI 53202 or by email, at syndicate@rwbaird.com.

ALLETE, Inc. is an energy company headquartered in Duluth, Minnesota. ALLETE’s
energy businesses include Minnesota Power in northeast Minnesota, Superior
Water, Light & Power Co. in northwest Wisconsin, BNI Coal in Center, North
Dakota and ALLETE Clean Energy. ALLETE also has significant transmission
investments in the upper Midwest.

Forward looking statements

Certain matters discussed in this news release are “forward-looking
statements.” 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 the Company in this news release. 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. Although such forward-looking statements have been
made in good faith and are based on reasonable assumptions, there can be no
assurance that the expected results will be achieved. These forward-looking
statements are qualified by, and should be read together with, the risk
factors and other statements included in (i) the prospectus supplement and the
prospectus for this offering (including the documents incorporated by
reference therein), and (ii) PartI, Item 1A. “Risk Factors” of our Annual
Report on Form 10-K for the year ended December 31, 2013. Investors should
refer to these risk factors and other statements in evaluating the
forward-looking statements contained in this news release. Any forward-looking
statements speak only as of the date such statement was made and the Company
does not undertake any obligation to update any forward-looking statements to
reflect events or circumstances after the date on which such statement was
made or to reflect the occurrence of unanticipated events.

Contact:

ALLETE, Inc.
Investor Contact:
Tim Thorp, 218-723-3953
tthorp@allete.com
 
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