false 0000788965 0000788965 2022-10-21 2022-10-21
 
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 21, 2022 (October 21, 2022)
 
Hallador Energy Company
 
logo.jpg
 
(Exact name of registrant as specified in its charter)
 
 
 
Colorado
001-34743
84-1014610
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
  
  
1183 East Canvasback Drive, Terre Haute, Indiana 47802
(Address, including zip code, of principal executive offices)
  
 
Registrant’s telephone number, including area code: (812) 299-2800
  
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))
  
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.  ☐   
  
Securities registered pursuant to Section 12(b) of the Act:  
  
Title of each class
 
Trading Symbol
 
Name of each exchange
on which registered
Common Shares, $.01 par value
 
HNRG
 
Nasdaq
 
 
 
 
 
 
Item 2.01
Completion of Acquisition or Disposition of Assets.
 
Asset Purchase Agreement
 
On October 21, 2022, Hallador Energy Company (the "Company”), through its subsidiary Hallador Power Company, LLC, completed its previously announced acquisition of the 1-Gigawatt Merom Generating Station located in Sullivan County, Indiana pursuant to an Asset Purchase Agreement (the "Purchase Agreement") with Hoosier Energy (the "Seller"), in return for assuming certain long-term decommissioning costs and environmental responsibilities with an estimated cost of $20 million. The transaction includes a 3.5-year power purchase agreement (PPA).  In addition, the Company will purchase approximately $17 million in coal inventory from the Seller for an initial payment of $5.4 million, with subsequent periodic payments over time, subject to post-close adjustments based on actual on-site inventories.
 
Per the agreement, Hoosier Energy will purchase 100% of the plant’s energy and capacity through May 2023, reducing purchases to 22% of energy output and 32% of its capacity beginning in June 2023 and through 2025. The Companies' existing renewable PPA – signed in May 2021 and representing 150 MW of solar generation and 50 MW of battery storage – will be retained, with its start date delayed until Merom’s eventual retirement.
 
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 18, 2022, and is incorporated by reference herein.
 
Item 7.01
Regulation FD Disclosure.
 
On October 21, 2022, the Company issued a press release announcing the successful completion of its acquisition described above.   A copy of this press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and the text of such press release is incorporated herein by reference.
 
None of the information furnished in this Item 7.01 will be deemed "filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor will it be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended.
 
Item 9.01
Financial Statements and Exhibits.
 
(a)         Financial Statements of Business Acquired.
 
The Company will file the financial statements required by Item 9.01(a) of Form 8-K by an amendment to this Current Report on Form 8-K no later than 71 days from the date this Current Report on Form 8-K is required to be filed.
 
(b)         Pro Forma Financial Information.
 
The Company will file the pro forma financial information required by Item 9.01(b) of Form 8-K by an amendment to this Current Report on Form 8-K no later than 71 days from the date this Current Report on Form 8-K is required to be filed.
 
(d) Exhibits
 
 
Exhibit
No.
  
Description
10.1   Asset and Purchase Agreement dated February 14, 2022 (1)
99.1
  
104
  
Cover Page Interactive Data File (formatted as Inline XBRL)
_____________    
(1)   IBR to Form 8-K filed February 18, 2022
 
 
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 hereunto duly authorized.
 
  HALLADOR ENERGY COMPANY
   
Date: October 21, 2022
By:
/s/ Lawrence D. Martin
   
Name:
Lawrence D. Martin
   
Title:
 CFO
 
 
 
 
 
 
 
 
 

 

Exhibit 99.1

prlogo.jpg   hoosier2.jpg

 

 

 
   Press Release

 

 

FOR IMMEDIATE RELEASE

 

October 21, 2022

 

Hallador Energy Company, Hoosier Energy finalize ownership transfer of Merom Generating Station, multiyear PPA

 

TERRE HAUTE & BLOOMINGTON, Ind. – Hallador Energy Company (NASDAQ – HNRG), through its new subsidiary Hallador Power Company, LLC, has finalized its acquisition of Hoosier Energy’s 1-Gigawatt Merom Generating Station, located in Sullivan County, Indiana, in return for assuming certain decommissioning costs and environmental responsibilities. The transaction includes a 3.5-year power purchase agreement (PPA).

 

Hoosier will purchase 100% of the plant’s energy and capacity through May 2023, reducing purchases to 22% of energy output and 32% of its capacity beginning in June 2023 and through 2025. The companies’ existing renewable PPA – signed in May 2021 and representing 150 MW of solar generation and 50 MW of battery storage – will be retained, with its start date delayed until Merom’s eventual retirement. 

 

“This transaction provides Hallador the opportunity to be an integral part of the much needed capacity, reliability and resiliency the grid needs in the near term, while creating a pathway and structure to convert the facility to renewable energy when market signals and evolving grid infrastructure indicate it is time.  We are grateful to Hoosier Energy’s management team and Board of Directors for working diligently with us to bring about this opportunity for Hallador, the citizens of Sullivan County and the dedicated employees who choose to work at Merom Generation Station. The acquisition of Merom is exciting for Hallador shareholders as it is the beginning of a more diversified and growing earnings platform that we will continue to build upon” said Hallador Energy CEO Brent Bilsland.

 

“Hoosier Energy and its member distribution cooperatives benefit significantly from this agreement, providing short- and long-term cost savings and continued stability during the transition of our resource portfolio,” said Hoosier Energy President & CEO Donna Walker. “Current Merom employees and Sullivan County benefit as well, preserving more than 100 jobs and a major economic driver for the area.”

 

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Hallador Energy Company is headquartered in Terre Haute, Indiana. To learn more visit halladorenergy.com.

 

Founded in 1949, Hoosier Energy is a generation and transmission cooperative (G&T) with headquarters in Bloomington, Indiana. The G&T provides electric power and services to 18 member distribution cooperatives in central and southern Indiana and southeastern Illinois. We are a community-focused organization that works to efficiently deliver affordable, reliable and safe energy. Collectively, our 18 members serve more than 760,000 consumers. Hoosier Energy is an equal opportunity provider and employer. For more information, visit hoosierenergy.com.

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Forward Looking Statements.

 

This press release contains forward-looking statements relating to, among other things, the operations and the future performance of Hallador Energy and its consolidated subsidiaries, including without limitation, Hallador Power, that are based on the company’s current expectations, forecasts and assumptions and involve risks and uncertainties. These statements include, but are not limited to, the anticipated benefits of the acquisition, and expected business operations, plans, strategy, capital structure, earnings and performance of Hallador Energy. These forward-looking statements are not guarantees of performance and are inherently subject to known and unknown risks, uncertainties and assumptions that are difficult to predict and could cause our actual results to differ materially from those indicated by such statements. We cannot assure you that any of our expectations, estimates or projections will be achieved. The forward-looking statements included in this press release are made only as of the date of this press release and we do not undertake any obligation to publicly update any forward-looking statements. Numerous factors could cause our actual results and events to differ materially from those expressed or implied by forward-looking statements. In addition, other risks and uncertainties not presently known to us or that we consider immaterial could affect the accuracy of any such forward-looking statements. Investors should consider this cautionary statement as well as the risk factors identified in our most recent annual or quarterly report or in other reports that we have filed with the Securities and Exchange Commission.

 

 

Contact:  Investor Relations

                303-839-5504

 

 

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