NorthWestern Energy to seek new capital resources in South Dakota
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Yahoo
4 hours ago
- Yahoo
BKH, NWE to Form Company With $15.4B Enterprise Value
This article was first published on Rigzone here Black Hills Corp (NYSE: BKH) and NorthWestern Energy Group Inc (Nasdaq: NWE) have announced in a joint statement that each company's board of directors has unanimously approved a definitive agreement to combine in an all-stock, tax-free merger. The companies outlined in the statement that the merger 'will create a premier regional regulated electric and natural gas utility company with a pro forma market capitalization of approximately $7.8 billion and a combined enterprise value of $15.4 billion, based on each company's closing stock price as of August 18, 2025'. The joint statement outlined that the deal has a 'compelling strategic and financial rationale' and 'deliver[s]… benefits to all stakeholders'. Under the terms of the agreement, NorthWestern shareholders will receive a fixed exchange ratio of 0.98 shares of Black Hills for each share of NorthWestern they own at the close of the transaction, the statement noted. 'The exchange ratio implies an approximately four percent premium based on the volume weighted average price of each company's common stock since Black Hills and NorthWestern began discussing transaction terms in March 2025,' the companies added in the joint statement. Black Hills shareholders will continue to hold the same number of shares of the combined company that they hold of Black Hills immediately prior to the closing of the transaction, according to the statement, which noted that, upon completion of the merger, Black Hills shareholders will own approximately 56 percent and NorthWestern shareholders will own approximately 44 percent of the combined company on a fully diluted basis. The transaction is expected to close in 12 to 15 months, subject to customary closing conditions, clearance under the Hart-Scott Rodino Act, approval from each company's shareholders, and regulatory approvals, including approval from commissions in the three states in which both companies operate (Montana, Nebraska, South Dakota) and in Arkansas if required, as well as the Federal Energy Regulatory Commission, the statement said. The joint statement revealed that the combined company will be headquartered in Rapid City, South Dakota, and added that it will 'maintain a strong operational and leadership presence throughout the combined service territory, consistent with the practices of the companies prior to closing'. The combined company will have a new name and ticker symbol, to be determined prior to the close of the transaction, the statement highlighted. It also noted that the leadership of the combined company 'will reflect the strengths and capabilities of both companies'. Upon closing of the deal, NorthWestern Energy President and CEO Brian Bird will serve as Chief Executive Officer of the combined company, the statement revealed. Marne Jones, Black Hills Senior Vice President and Chief Utility Officer, will serve as Chief Operating Officer, Crystal Lail, NorthWestern Chief Financial Officer, will serve as Chief Financial Officer, and Kimberly Nooney, Black Hills Senior Vice President and Chief Financial Officer, will serve as Chief Integration Officer, the statement noted, adding that Linn Evans will continue serving as Chief Executive Officer of Black Hills through the close of the transaction, at which point he will retire. The combined company's 11-member board of directors will include six directors designated by Black Hills, and five directors designated by NorthWestern, including Bird and Linda Sullivan, Chair of the NorthWestern board, the statement highlighted. Steven Mills, Chair of the Black Hills board, will be Chair of the combined company's board of directors, it revealed. Take control of your THOUSANDS of Oil & Gas jobs on Search Now >> Black Hills Corp. President and CEO Linn Evans said in the joint statement, 'we are excited to bring our two highly complementary companies together to create significant long-term value for customers, employees, shareholders, and the communities we serve'. 'Our future success will be driven equally by the people, assets, and capabilities of both organizations. The combined company will have greater scale and financial strength to consistently deliver for customers across our service territories and invest at the pace and scale that today's energy transformation demands,' Evans added. 'Our vision is to be the energy partner of choice for our customers, communities, and investors, and this merger will accelerate our ability to achieve this goal,' Evans continued. NorthWestern Energy President and CEO Brian Bird said in the statement, 'our merger with Black Hills will create a premier regional regulated utility company with a larger, more resilient platform consistent with midcap peers'. 'Together, we will be better positioned to meet rising demand, accelerate investment in energy and grid infrastructure, and support customers and communities through a rapidly evolving energy landscape,' he added. 'NorthWestern and Black Hills are best-in-class operators, and we are confident that our closely aligned cultures and skilled workforces will enable us to successfully bring the companies together,' he continued. 'We will remain a trusted energy partner to our customers and look forward to building a brighter future for the people, businesses, and communities we are privileged to serve,' Bird went on to state. Black Hills Corp described itself in the statement as 'a customer-focused, growth-oriented utility company with a tradition of improving life with energy and a vision to be the energy partner of choice'. Based in Rapid City, South Dakota, the company serves 1.35 million natural gas and electric utility customers in eight states, the company noted in the statement. These comprise Arkansas, Colorado, Iowa, Kansas, Montana, Nebraska, South Dakota and Wyoming. NorthWestern Energy Group Inc 'provides essential energy infrastructure and valuable services that enrich lives and empower communities while serving as longterm partners to our customers and communities', the company said in the joint statement. 'We work to deliver safe, reliable, and innovative energy solutions that create value for customers, communities, employees, and investors. We do this by providing low-cost and reliable service performed by highly-adaptable and skilled employees,' it added. The company said in the statement that it provides electricity and/or natural gas to approximately 800,000 customers in Montana, South Dakota, Nebraska, and Yellowstone National Park. To contact the author, email More From The Leading Energy Platform: Permian, Vaca Muerta Drive 5B Barrels Increase in Global Recoverable Oil TIPRO, TXOGA Look at July Texas Upstream Employment Malaysia Launches Floating Solar and Hydrogen Hub Aker BP Declares Significant Discovery in Norway's Yggdrasil >> Find the latest oil and gas jobs on << Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Yahoo
a day ago
- Yahoo
Black Hills, NorthWestern Energy Agree to $15.4 Billion All-Stock Utility Merger
Black Hills Corp. (NYSE: BKH) and NorthWestern Energy Group (Nasdaq: NWE) have agreed to merge in an all-stock, tax-free deal that will create a $7.8 billion market-cap regulated utility, serving 2.1 million customers across eight states. Black Hills Corp. and NorthWestern Energy Group, Inc. announced Tuesday that their boards have unanimously approved an all-stock, tax-free merger designed to create a larger, vertically integrated regulated utility with a combined market capitalization of $7.8 billion and enterprise value of $15.4 billion, based on closing share prices as of August 18, 2025. Under the agreement, NorthWestern shareholders will receive 0.98 Black Hills shares for each of their own, representing a modest 4% premium to recent averages. Post-closing, Black Hills shareholders will own about 56% of the new company, with NorthWestern shareholders holding 44%. The merged entity will adopt a new name and ticker symbol, with headquarters in Rapid City, South Dakota. Strategic Rationale The deal creates a pure-play regulated utility serving 2.1 million electric and gas customers across Arkansas, Colorado, Iowa, Kansas, Montana, Nebraska, South Dakota, and Wyoming. Combined, the companies will manage 38,000 miles of electric lines, 59,000 miles of natural gas pipelines, and nearly 2.9 GW of owned generation fueled by thermal, wind, and hydro resources. The merger doubles the companies' collective rate base to $11.4 billion, including $7 billion in electric assets and $4.4 billion in natural gas. Capital investment plans exceeding $7 billion from 2025 to 2029 are expected to grow further under the expanded platform, with particular focus on grid modernization, new generation capacity, and infrastructure to meet rising power demand from data centers and industrial growth. The companies emphasized their diversified regulatory footprint, with no single jurisdiction representing more than 33% of operations. Executives expect the enlarged scale to support a 5%–7% long-term EPS growth rate, higher than each could achieve independently, and to deliver EPS accretion within the first year post-merger. Leadership and Governance Upon closing, NorthWestern CEO Brian Bird will take the helm of the combined company, while Black Hills' Linn Evans will remain CEO until retirement at deal completion. Other key appointments include Marne Jones (COO, Black Hills), Crystal Lail (CFO, NorthWestern), and Kimberly Nooney (Chief Integration Officer, Black Hills). The board of directors will comprise 11 members, six designated by Black Hills and five by NorthWestern, including Bird and current NorthWestern chair Linda Sullivan. Black Hills chair Steven Mills will serve as board chair of the merged utility. Dividend and Financial Profile Both companies intend to maintain current dividend policies until closing. Following completion, management expects to adopt a dividend policy balancing shareholder returns, capital investment, and debt discipline, underpinned by investment-grade credit ratings and robust cash flows. Sector Context The merger reflects a broader wave of utility sector consolidation aimed at building scale to finance capital-intensive energy transition initiatives and grid modernization. Rising demand from electrification, data centers, and regulatory decarbonization mandates have accelerated utility M&A in the U.S., particularly among mid-cap regulated players seeking resilience and stronger balance sheets. Approvals and Timing The transaction is slated to close within 12 to 15 months, subject to shareholder approval, antitrust clearance under the Hart-Scott-Rodino Act, and regulatory approvals in Montana, Nebraska, South Dakota, and potentially Arkansas, along with clearance from the Federal Energy Regulatory Commission (FERC). Advisors Goldman Sachs advised Black Hills, with Faegre Drinker Biddle & Reath LLP as counsel. Greenhill, a Mizuho affiliate, advised NorthWestern, alongside Morgan, Lewis & Bockius LLP. If approved, the merger will unite two century-old utilities into a stronger regional player positioned to fund clean energy investments, modernize infrastructure, and maintain reliable, cost-competitive service for millions of Midwestern and Rocky Mountain customers. Read this article on Sign in to access your portfolio
E&E News
a day ago
- E&E News
Western utilities to merge amid data center boom
Two Western utilities announced a merger Tuesday that they said would help meet skyrocketing electricity demand. Black Hills and NorthWestern Energy Group will merge to create a $7.8 billion regulated electric and natural gas utility serving parts of eight states. The combined company — which isn't yet named — will serve 2.1 million customers spanning from Arkansas to Montana across the Great Plains. That's an area that's expected to see growth in data center construction and other large loads as tech companies and manufacturers seek out low-cost power and available land and resources. Advertisement NorthWestern Energy, for example, announced a deal last month with developer Quantica Infrastructure to build a data center that will require 1,000 megawatts of energy — or nearly all of the 1,065 MW of nameplate generation the utility owns in Montana. Black Hills, meanwhile, is powering an $800 million Meta data center in Cheyenne, Wyoming.
