Entry Into a Material Definitive Agreement

Source Press Release
Company Otter Tail CorporationEDF 
Tags Asset Deals, Deals, Renewable Energy, Power
Date June 11, 2019

On June 11, 2019, Otter Tail Power Company (the “OTP”), a wholly owned subsidiary of Otter Tail Corporation (the “Company”), entered into the First Amendment to Asset Purchase Agreement and Turnkey Engineering, Procurement and Construction Services Agreement dated June 11, 2019 (the “First Amendment”), with  EDF Renewables Development, Inc., f/k/a,  EDF Renewable Development, Inc. (“EDF-RD”), Power Partners Midwest, LLC (“PPM”),  EDF-RE US Development, LLC (“EDF-USD”) and Merricourt Power Partners, LLC (“Merricourt”, and collectively with EDF-RD, PPM and EDF-USD, the “Sellers”). The First Amendment amends the Asset Purchase Agreement dated November 16, 2016 (the “Purchase Agreement”) between OTP and the Sellers, and the Turnkey Engineering, Procurement and Construction Services Agreement dated November 16, 2016 (the “TEPC Agreement”), between OTP and EDF-USD relating to the development, purchase, and construction of a 150 megawatt wind farm in southeastern North Dakota (the “Merricourt Project”). The PurchaseAgreement and the TEPC Agreement were filed as Exhibits 2-B and 2-C, respectively, to the Company’s Form 10-K/A for the year ended December 31, 2016, and are incorporated herein by reference.

Pursuant to the Purchase Agreement, OTP agreed to purchase and assume, and the Sellers agreed to sell and assign, for a purchase price of $34,682,118 subject to adjustments for interconnection costs, substantially all of the assets and certain specified liabilities related to the Merricourt Project. Following action by the Federal Energy Regulatory Commission in October 2018 and January 2019 related to Merricourt’s Midcontinent Independent System Operator, Inc., Interconnection Queue Requests for the Merricourt Project, OTP and the Sellers agreed in the First Amendment to change the purchase price to $37,682,118 and to make a related reallocation of responsibility for interconnection costs and liabilities. The transactions contemplated by the Purchase Agreement, as amended by the First Amendment, are expected to close in July 2019.

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