Item 8.01 Other Events.
As previously disclosed, on November 16, 2021, NorthWestern Corporation d/b/a
NorthWestern Energy (Nasdaq: NWE) (the "Company") entered into a forward sale
agreement (the "Forward Sale Agreement") with Bank of America, N.A. (the
"Forward Purchaser"), relating to an aggregate of 4,672,898 shares of the
Company's common stock, par value $0.01 per share (the "Common Stock"). On
November 17, 2021, pursuant to the exercise of an over-allotment option, the
Company and the Forward Purchaser entered into an additional forward sale
agreement (the "Additional Forward Sale Agreement") relating to an aggregate of
911,215 shares of Common Stock (unless the context otherwise requires, the term
Forward Sale Agreement as used in this Current Report on Form 8-K includes the
Additional Forward Sale Agreement). Pursuant to the terms of the Forward Sale
Agreement, the Company has the right to elect physical, cash or net share
settlement for all or a portion of its obligations under the agreement.
On December 21, 2022, the Company physically settled the remaining portion of
its obligations under the Forward Sale Agreement by delivering 550,996 shares of
Common Stock in exchange for cash proceeds of approximately $27 million. The
forward sale price used to determine the cash proceeds received by the Company
was calculated based on the November 16, 2021, initial forward sale price of
$51.895 per share, as adjusted in accordance with the Forward Sale Agreement.
As previously disclosed, the Company also physically settled a portion of its
obligations under the Forward Sale Agreement, using the same forward sale price
calculation summarized above, (a) on June 24, 2022, by delivering 2,004,483
shares of Common Stock in exchange for cash proceeds of approximately $100
million, (b) on September 21, 2022, by delivering 1,618,932 shares of Common
Stock in exchange for cash proceeds of approximately $80 million, and (c) on
November 28, 2022, by delivering 1,409,702 shares of Common Stock in exchange
for cash proceeds of approximately $70 million.
© Edgar Online, source Glimpses