M&A - ALLETE INC

Form Type: 8-K

Filing Date: 2025-05-15

Corporate Action: Merger

Type: Update

Accession Number: 000006675625000064

Filing Summary: ALLETE Inc. held its 2025 annual meeting of shareholders on May 13, 2025, where several items were voted upon, including the election of directors, executive compensation approvals, and amendments related to mergers. All nominees for director were elected, and the executive compensation was approved with significant support. Notably, shareholders approved an amendment to the Company's Amended and Restated Articles of Incorporation to modify terms regarding the Serial Preferred Stock A associated with the previously agreed upon Merger Agreement with Alloy Parent LLC and Alloy Merger Sub LLC, which involves ALLETE merging with Alloy and continuing as the surviving entity. The new accounting firm's selection was also ratified for 2025. This 8-K reflects significant corporate governance actions including matters tied to an upcoming merger.

Form Type: 10-Q

Filing Date: 2025-05-08

Corporate Action: Merger

Type: New

Accession Number: 000006675625000060

Filing Summary: The document is a quarterly report for ALLETE Inc. for the period ending March 31, 2025. It discusses key financial data, including a merger agreement with Alloy Parent and Alloy Merger Sub, where Alloy Merger Sub will merge with ALLETE, making ALLETE a subsidiary of Alloy Parent. The report details financial performance, including an increase in total assets and current liabilities compared to previous periods. It includes consolidated financial statements and notes on operations, accounting policies, regulatory matters, and risk factors related to the merger. The report highlights financial stability with significant cash and cash equivalents, and discusses potential impacts of the merger agreement on operational activities. Future outlook and risks associated with the merger process are also addressed, emphasizing the need for regulatory approvals and the company's strategic objectives.

Form Type: S-3ASR

Filing Date: 2025-05-06

Corporate Action: Merger

Type: New

Accession Number: 000006675625000055

Filing Summary: On May 6, 2025, ALLETE, Inc. filed a registration statement under the Securities Act of 1933 for a shelf offering of its securities. The filing indicates that ALLETE may offer common stock and first mortgage bonds in various combinations and amounts over time, depending on market conditions. The company has incorporated by reference its annual reports and current reports to provide investors with additional information regarding the securities offered. ALLETE is categorized as a 'large accelerated filer' and is subject to various regulatory conditions pertaining to its merger with Alloy Parent LLC, which will result in ALLETE becoming a subsidiary of Alloy Parent. The document highlights risk factors related to the merger, including potential delays in regulatory approvals, market conditions, and operational restrictions during the merger process. The company aims to use proceeds from the sale of its securities for general corporate purposes, including capital investments and potential acquisitions. The common stock of ALLETE is listed on the New York Stock Exchange under the symbol 'ALE'.

Form Type: 8-K

Filing Date: 2025-04-16

Corporate Action: Merger

Type: Update

Accession Number: 000006675625000049

Filing Summary: On April 16, 2025, ALLETE Inc. appointed Colin B. Anderson as the new Vice President, Chief Accounting Officer, and Controller. Mr. Anderson, who has been with the company since October 2021, will serve as the principal accounting officer. He will receive a base salary of $311,725 per year along with a long-term incentive plan (LTIP) opportunity of $125,000 effective January 1, 2025. The LTIP consists of time-based restricted stock units (RSUs) and performance share awards (PSAs). Additionally, Mr. Anderson's annual incentive plan (AIP) opportunity has increased to 45% of his salary. Mr. Anderson will also participate in the company's benefit programs for executives. Colin B. Anderson succeeds Steven W. Morris, who has announced his retirement effective July 18, 2025. The filing also outlines various factors affecting future operations, including the potential merger with Alloy Parent LLC, which is pending approval. The document emphasizes risks associated with the merger process and the potential operational restrictions during this time.

Form Type: DEF 14A

Filing Date: 2025-03-31

Corporate Action: Merger

Type: Update

Accession Number: 000006675625000043

Filing Summary: ALLETE, Inc. filed a definitive proxy statement for its 2025 Annual Meeting of Shareholders scheduled for May 13, 2025. The proxy statement includes proposals for the election of a Board of Directors, an advisory vote on executive compensation, approval of the Executive Long-Term Incentive Compensation Plan, and an amendment to the Articles of Incorporation related to the Serial Preferred Stock A as agreed in the Merger Agreement with Alloy Parent and Alloy Merger Sub. A prior shareholder vote on August 21, 2024, approved this Merger, which will see ALLETE continue as the surviving corporation. The notice was first distributed to shareholders on March 31, 2025, providing details on voting procedures and meeting logistics. Key considerations for shareholders regarding voting and the importance of participation are emphasized, including methods to vote and request printed proxy materials. The document outlines that no further actions are required toward the Merger at the upcoming meeting, as it was previously approved by the shareholders. ALLETE continues to function as a public entity until the transaction completes.

Form Type: PRE 14A

Filing Date: 2025-03-17

Corporate Action: Merger

Type: New

Accession Number: 000006675625000028

Filing Summary: The document is a preliminary proxy statement for ALLETE, Inc.'s 2025 Annual Meeting scheduled for May 13, 2025, at 10:30 a.m. Central Daylight Time. Shareholders of record as of March 14, 2025, are eligible to vote. Key items in the agenda include the election of directors, an advisory vote on executive compensation, approval of the Executive Long-Term Incentive Compensation Plan, and an amendment to modify terms regarding the Serial Preferred Stock A as part of the merger agreement with Alloy Parent. The merger approval occurred on August 21, 2024, and while the merger remains subject to regulatory approvals, the meeting does not require further action from shareholders concerning the merger. Voting options include online, by phone, or via mail for those who received paper copies of materials.

Form Type: 8-K/A

Filing Date: 2025-03-14

Corporate Action: Merger

Type: Update

Accession Number: 000006675625000024

Filing Summary: ALLETE, Inc. has filed an amendment to their Current Report on Form 8-K to update compensation details regarding the promotion of Jeffrey J. Scissons as Vice President and Chief Financial Officer effective March 11, 2025. The amendment outlines his base salary of $360,011 per year, an annual incentive plan opportunity of 60% of his base salary, and a total long-term incentive plan opportunity of $300,000 effective as of March 1, 2025. The document also discusses the implications of a merger agreement dated May 5, 2024, with Alloy Parent LLC, which entails Alloy Merger Sub merging with ALLETE, leading to ALLETE becoming a subsidiary of Alloy Parent. It addresses compensation arrangements and potential severance benefits associated with a change in control of the company due to this merger. There are cautionary disclosures regarding forward-looking statements and various factors affecting future performance. The filing serves to ensure compliance with SEC regulations.

Form Type: 8-K

Filing Date: 2025-03-11

Corporate Action: Merger

Type: New

Accession Number: 000006675625000020

Filing Summary: On March 11, 2025, ALLETE, Inc. announced the appointment of Jeffrey J. Scissons as Vice President, Chief Financial Officer, and Corporate Treasurer, succeeding Steven W. Morris, who plans to retire on July 18, 2025. Scissons has a history with ALLETE, having joined in 2013 and held various roles prior to this appointment. The report also discusses a merger involving ALLETE and Alloy Parent LLC, which will merge Alloy Merger Sub LLC into ALLETE, making ALLETE a subsidiary of Alloy Parent, pending regulatory approvals. This merger is part of an agreement dated May 5, 2024, and highlights risks and uncertainties related to the merger process that could impact ALLETE's operations and financial condition.