NorthWestern Energy Acquisition Investigation: Rowley Law PLLC

Rowley Law PLLC is investigating NorthWestern Energy's proposed acquisition by Black Hills Corp. The deal involves 0.98 shares of Black Hills common stock for each share of NorthWestern Energy stock. Stockholders will own approximately 44% of the combined company. The transaction is expected to close in the later half of 2026.

Black Hills Corp. (NYSE: BKH) and NorthWestern Energy Group, Inc. d/b/a NorthWestern Energy (Nasdaq: NWE) have announced a definitive agreement to combine in an all-stock, tax-free merger. This strategic move aims to 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 [1].

The merger, expected to be accretive to each company’s EPS in the first year following the close of the transaction, will combine the strengths of both companies to support an increased long-term EPS target growth rate of 5% to 7%. The combined company will serve approximately 2.1 million customers across eight contiguous states, with a diversified customer and fuel mix [1].

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. This exchange ratio implies an approximately 4% premium based on the volume-weighted average price of each company’s common stock since the companies began discussing transaction terms in March 2025. 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. Upon completion of the merger, Black Hills shareholders will own approximately 56% and NorthWestern shareholders will own approximately 44% of the combined company on a fully diluted basis [1].

The combined company is expected to have substantial cash flows to support a customer-focused capital investment program and an ongoing strong investment-grade credit quality. Both companies expect to maintain their existing dividend policies until the merger transaction is completed. The combined company will be headquartered in Rapid City, South Dakota, with a leadership team reflecting the strengths and capabilities of both companies [1].

The merger is expected to close in the later half of 2026, subject to regulatory approvals and other customary closing conditions. The combined company will support a diversified regulatory environment, with no single jurisdiction representing greater than 33% of the combined business. This strategic move is anticipated to deliver benefits to customers, employees, shareholders, and the communities served by both companies [1].

References:
[1] https://ir.blackhillscorp.com/news-releases/news-release-details/black-hills-corp-and-northwestern-energy-combine-all-stock