HALLADOR ENERGY CO: Completion of Acquisition or Disposal of Assets, Settlement FD Disclosure, Financial Statements and Exhibits (Form 8-K)

Item 2.01 Completion of Acquisition or Disposal of Assets.

Asset Purchase Agreement

On October 21, 2022, Hallador Energy Company (the “Company”), through its subsidiary Hallador Power Company, LLCcompleted its previously announced acquisition of 1-Gigawatt Merom Power Plant situated in Sullivan County, Indiana pursuant to an asset purchase agreement (the “Purchase Agreement”) with Hoosier Energy (the “Vendor”), in exchange for assuming certain long-term decommissioning costs and environmental liabilities with a 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 the Seller’s coal stocks against an initial payment of $5.4 millionwith subsequent periodic payments over time, subject to post-closing adjustments based on actual on-site inventory.

Under the agreement, Hoosier Energy will purchase 100% of the plant’s power and capacity through May 2023reducing purchases to 22% of energy production and 32% of its capacity from June 2023 and until 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, its start date being pushed back to from Merom 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 Security and Exchange Commission on February 18, 2022and is incorporated herein by reference.

Section 7.01 Disclosure of FD Rules.

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 this press release is incorporated herein by reference.

None of the information provided in this Section 7.01 shall be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any registration statement filed by the Company under the Securities Act. of 1933, as amended.

Item 9.01 Financial statements and supporting documents.

(a) Financial statements of acquired businesses.

The Company will file the financial statements required by Item 9.01(a) of Form 8-K by amendment to this current report on Form 8-K no later than 71 days from the date on which 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          Press Release dated October 21, 2022 - Hallador Energy Company, Hoosier
                Energy finalize ownership transfer of Merom Generating Station, multiyear
                PPA
     104        Cover Page Interactive Data File (formatted as Inline XBRL)
_____________
(1)             IBR to Form 8-K filed February 18, 2022

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