8-K

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): November 16, 2016

OTTER TAIL CORPORATION

(Exact name of registrant as specified in its charter)

Minnesota	0-53713	27-0383995
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

215 South Cascade Street, P.O. Box 496, Fergus Falls, MN 56538-0496

(Address of principal executive offices, including zip code)

(866) 410-8780

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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))

Item 1.01.  Entry into a Material Definitive Agreement.

On November 16, 2016, Otter Tail Power Company (the “OTP”), a wholly owned subsidiary of Otter Tail Corporation (the “Company”), entered into an Asset Purchase Agreement dated November 16, 2016 (the “Purchase Agreement”) with EDF Renewable Development, Inc. (“EDF-RD”), Power Partners Midwest, LLC (“PPM”), EDF-RE US Development, LLC (“EDF-USD”) and Merricourt Power Partners (“Merricourt”, and collectively with EDF-RD, PPM and EDF-USD, the “Sellers”). Pursuant to the Purchase Agreement, OTP has agreed to purchase and assume, and the Sellers have 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 Wind Farm located in McIntosh and Dickey Counties, North Dakota. When completed, the Merricourt Wind Farm will be a 150 megawatt, integrated wind-powered electricity generating plant, consisting of infrastructure facilities and 75 Vestas-American Wind Technology, Inc. 2.0 V110 wind turbine generators on 80 meter towers. The site is to be developed, designed, procured, constructed, interconnected, tested and commissioned by EDF-USD pursuant to the terms of the Turnkey Engineering, Procurement and Construction Services Agreement dated November 16, 2016 (the “TEPC Agreement”), including all structures, facilities, appliances, lines, conductors, instruments, equipment, apparatus, components, roads and other real and personal property comprising and integrating the entire facility. As consideration for such services under the TEPC Agreement, and as compensation for related costs and expenses, OTP has agreed to pay EDF-USD a total of $200,548,864, which is payable following the closing of the Purchase Agreement in installments in connection with certain project milestones. The Purchase Agreement and the TEPC Agreement contain customary representations, warranties, covenants and indemnities for a transaction of this type. The Purchase Agreement is currently expected to close in early to mid-2018, pending regulatory reviews and other customary conditions, and the project is currently expected to be completed under the TEPC Agreement in late 2019.

A copy of the press release issued by Otter Tail Corporation announcing OTP’s execution of the Purchase Agreement and the TEPC Agreement is furnished as Exhibit 99.1 to this report.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release issued November 17, 2016.

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.

	OTTER TAIL CORPORATION
Date:  November 17, 2016	By:	/s/ George A. Koeck
		George A. Koeck
		General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	Press Release issued November 17, 2016.

EX-99.1

Exhibit 99.1

Otter Tail Power Company announces purchase of new wind farm in North Dakota

Customers will receive approximately 28 percent of their energy from wind

Fergus Falls, Minnesota, November 17, 2016: Otter Tail Power Company signed agreements to purchase a 150-megawatt (MW) wind farm in southeastern North Dakota that EDF Renewable Energy will design and build in 2019. The company expects the project to cost more than $250 million and the wind farm to generate enough electricity to power more
than 65,000 homes.

Identified as affordable, reliable resource

Otter Tail Power Company’s resource plan identifies the most affordable and reliable combination of energy resources for meeting its customers’ needs during the next 15 years. “The wind energy addition is part of our company’s plan to meet our customers’ growing energy needs, replace expiring power purchase agreements, and prepare for the 2021 retirement of the aging 140-MW coal-fired Hoot Lake Plant in Fergus Falls, Minnesota,” said Otter Tail Power Company President Tim Rogelstad. Hoot Lake Plant Unit 2 has been on line since 1959. Unit 3 has been on line since 1964. The company also plans to add 250 MW of natural gas-fired generation in the next five years.

The Minnesota Public Utilities Commission approved Otter Tail Power Company’s 2014-2028 resource plan that included the wind and natural gas-fired generation additions. The company again identified these additions in its proposed 2017-2032 resource plan, filed in June with regulatory commissions in Minnesota, North Dakota, and South Dakota.

Before construction can begin, Otter Tail Power Company and EDF Renewable Energy will seek required approvals from state regulatory agencies, and the Midcontinent Independent System Operator, Inc. will need to authorize interconnection to the transmission system. “Upon completion, it will be the largest capital project in our company’s history,” said Rogelstad.

Harnessing North Dakota Wind

This wind project will be near the small town of Merricourt, approximately 15 miles south of Edgeley, North Dakota, in McIntosh and Dickey Counties. “Our North Dakota service area has some of the best wind resources in the country to produce low-cost energy,” said Rogelstad. “And, because of advances in technology, this wind farm will have a high energy output—even by North Dakota standards.”

Today wind energy supplies approximately 19 percent of the electricity Otter Tail Power Company uses to serve its customers. With this addition, customers will receive approximately 28 percent of their energy from wind.

“We’re projecting more than 30 percent of our energy to come from renewables by 2021 as part of an all-of-the-above energy strategy that includes coal and natural gas,” said Rogelstad. “This wind energy addition paired with future natural gas-fired generation is a great example of our commitment to providing a low-cost and balanced mix of energy resources that benefits our customers and the environment.”

About EDF Renewable Energy

EDF Renewable Energy is a leading US independent power producer with more than 25 years of expertise in the renewable industry, covering all range of services from project origination, development, sales and marketing, to long-term asset management. EDF Renewable Energy specializes in wind and solar photovoltaic with presence in other segments of the renewable energy market: storage, biogas, biomass, hydro, and marine energy. EDF Renewable Energy’s North American portfolio consists of 8 gigawatts of developed projects with 4 gigawatts of installed capacity throughout the US, Canada, and Mexico. The operations and maintenance subsidiary, EDF Renewable Services, operates over 10 GW throughout North America. EDF Renewable Energy is a subsidiary of EDF Energies Nouvelles. EDF Energies Nouvelles is the renewable energy arm of the EDF group, the leading electricity company in the world. For more information visit: edf-re.com.

About Otter Tail Power Company

Otter Tail Power Company, a subsidiary of Otter Tail Corporation (NASDAQ Global Select Market: OTTR), is headquartered in Fergus Falls, Minnesota. It provides electricity and energy services to more than a quarter million people in Minnesota, North Dakota, and South Dakota. To learn more about Otter Tail Power Company visit otpco.com. To learn more about Otter Tail Corporation visit ottertail.com.

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