Northwestern Energy Group, Inc. · NASDAQ:NWE
Northwestern Energy — Merger or Acquisition (August 2025)
16 slides from Northwestern Energy's merger presentation, Aug 19, 2025
Slide 1: Black Hills Corp. and NorthWestern Energy to Combine
Creating a premier regional regulated electric and natural gas utility company + Black Hills Corp. and NorthWestern Energy to Combine
Slide 2: Forward-Looking Statements
2+Forward-Looking Statements Information in this communication, other than statements of historical facts, may constitute forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These
Slide 3: Today's Speakers
3+ Kimberly Nooney Senior Vice President and Chief Financial Officer Today’s Speakers Linn Evans President and Chief Executive Officer Crystal Lail Chief Financial Officer Brian Bird President and Chief Executive Officer Black Hills Corp. NorthWestern Energy Marne Jones Senior Vice President and Chi
Slide 4: Transaction Structure
4+ Transaction Structure • Tax free, all-stock merger; combined market cap of $7.8 bn1 • NorthWestern shareholders to receive 0.98 shares of Black Hills for each outstanding NorthWestern share Pro Forma Ownership2 • Black Hills shareholders: ~56% • NorthWestern shareholders: ~44% Leadership • Brian
Slide 5: Pure-Play Utility Platform Across Eight Contiguous States
5+ Black Hills Gas Utility Service Territory Black Hills HQ Black Hills Electric Utility Service Territory NorthWestern HQ NorthWestern Gas Utility Service Territory NorthWestern Electric Utility Service Territory MT 31% FERC 10% SD 17% CO 13% WY 9% AR 7% KS 3% IA 3% NE 8% Base Capital Plan Breakdow
Slide 6: Combination Presents Compelling Strategic and Financial Rationale
6+Combination Presents Compelling Strategic and Financial Rationale Increased scale across contiguous service territory enhances diversification, resulting in a more resilient utility to safely, reliably, and cost-effectively meet customers’ growing energy needs Increases combined company's long ter
Slide 7: Enhanced Scale Through Strategic Combination
7+Enhanced Scale Through Strategic Combination Increase in scale unlocks efficiencies, incremental growth opportunities, and potential multiple expansion Market Cap ($bn)1 2024 Rate Base ($bn) Customers (mm) (1) Market data as of 18-Aug-2025 $10.8 $9.0 $7.8 $6.7 $4.6 $4.4 $4.4 $4.4 $3.4 $3.3 $3.0 $1
Slide 8: Diversified, Regulated Combined Utility Platform
8+ MT 29% NE 16% CO 15% SD 9% AR 9% WY 8% IA 8% KS 6% C&I 17% Residential 83% C&I 10% Residential 90% Diversified, Regulated Combined Utility Platform Customers ~2.1 mm Total Broad and regionally diverse service territory with a well-balanced customer mix ~1.4 mm Gas ~0.7 mm Electric High concentrat
Slide 9: Delivering Benefits to Stakeholders
9+Delivering Benefits to Stakeholders Continued commitment to delivering safe, reliable, and cost-effective energy consistent with how both companies operate today Continue to be an employer of choice, attracting and maintaining a highly skilled workforce, while providing enhanced opportunities Main
Slide 10: Bringing Together Best-in-Class Customer-Focused Operators
10+Bringing Together Best-in-Class Customer-Focused Operators Combining two demonstrated track records of operational excellence across key safety and reliability metrics, while maintaining better than national average costs to customers Above industry average SAIDI (System Average Interruption Dura
Slide 11: Customer-Centric Investments Drive Growth
11+Customer-Centric Investments Drive Growth Large, combined capital program with significant additional upside potential Incremental Opportunities to Accelerate Growth Electric Transmission 20% Electric Distribution 20% Gas T&D 36% Generation 16% Other 8%~$7.4bn 2025-2029 >75% Focused on T&D The co
Slide 12: Pro Forma Total Return Proposition
12+Pro Forma Total Return Proposition Pro Forma Common Stock Dividend Both companies to continue existing dividend policies through closing Pro forma dividend growth expected to balance competitive dividend growth with incremental, accretive organic growth opportunities Pro Forma EPS Profile Accreti
Slide 13: Committed to Solid Investment Grade Financial Profile
13+Committed to Solid Investment Grade Financial Profile Enhanced credit profile Strong balance sheet health 100% stock transaction; no debt issuance related to transaction Strong investment grade credit metrics target Low-risk utility cash flows with highly diversified regulatory environment No equ
Slide 14: Meaningful Value Uplift Potential
14+Meaningful Value Uplift Potential Note: As of 18-Aug-2025 P/E Uplift Potential 2 0 2 7 E P /E M u lt ip le ( x ) 13.3 x 13.7 x Material increase in scale improves efficiencies and can unlock incremental growth opportunities Larger equity market capitalization with increased liquidity EPS accretiv
Slide 15: Required Approvals and Timing
15+Required Approvals and Timing Q4 2025 Q1 2026 Q2 2026 Q3 2026 Q4 2026 Transaction Announcement File Regulatory Applications / Regulatory Approval Process: FERC, SEC, DOJ, MPSC, NPSC, SDPUC File Joint Proxy Statement Black Hills and NorthWestern Shareholder Meetings Develop Transition and Integrat
Slide 16: Key Takeaways
16+ Strategic combination represents a highly attractive value creation opportunity for both companies Increases Scale Position and Growth Increases the combined company target EPS growth rate to 5-7%, supported by the doubling of each company’s rate base to total of ~$11 bn with significant growth
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