NorthWestern Corporation Announces Commencement of Public Offering of Common Stock

About this update from Northwestern Energy Group, Inc.

[{"type":"text","content":"BUTTE, Mont. and SIOUX FALLS, S.D., Nov. 15, 2021 (GLOBE NEWSWIRE) -- NorthWestern Corporation d/b/a NorthWestern Energy (Nasdaq: NWE) announced today that it plans to conduct a registered public offering, subject to market conditions and other factors, of up to $325,000,000 of shares of its common stock (the “Common Stock”). Of the $325,000,000 of shares of Common Stock being offered, NorthWestern expects to issue and sell directly approximately $75,000,000 of shares to the underwriters in the offering, and the Forward Seller (as defined below) expects to borrow and sell to such underwriters approximately $250,000,000 of shares in connection with the forward sale agreement described below. In conjunction with the offering, NorthWestern intends to grant to the underwriters an option to purchase up to $48,750,000 million of additional shares of Common Stock either directly from NorthWestern or from the Forward Seller described below, at NorthWestern’s election. In connection with the offering, NorthWestern expects to enter into a forward sale agreement with Bank of America, N.A. (the “Forward Purchaser”), under which NorthWestern will agree to sell to the Forward Purchaser the same number of shares of Common Stock as are sold by an affiliate of the Forward Purchaser (the “Forward Seller”) to the underwriters for sale in the underwritten public offering (subject to certain adjustments and to NorthWestern’s right, in certain circumstances, to elect cash settlement or net share settlement of the forward sale agreement). Subject to certain conditions, the Forward Seller is expected to borrow, and sell to the underwriters, the number of shares of Common Stock subject to the forward sale agreement at the close of the offering in connection with the forward sale agreement. Settlement of the forward sale agreement will occur on one or more dates no later than approximately fifteen months after the date of the prospectus supplement relating to the offering. Upon any physical settlement of the forward sale agreement, NorthWestern will issue and deliver to the Forward Purchaser shares of Common Stock in exchange for cash proceeds per share of Common Stock equal to the forward sale price, which will initially be the price at which the underwriters agree to buy the Common Stock in the offering, and will be subject to certain adjustments as pr...

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