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 June 24, 2022, the Company physically settled a portion of its obligations
under the Forward Sale Agreement by delivering 2,004,483 shares of Common Stock
in exchange for cash proceeds of approximately $100 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.
The Company may settle its remaining obligations under the Forward Sale
Agreement with respect to the remaining 3,579,630 shares of Common Stock on a
settlement date or dates to be specified at the Company's discretion on or prior
to February 28, 2023.
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