Black Hills and NorthWestern Energy agreed to combine in an all-stock, tax-free merger that will create a regional regulated electric and natural gas utility with a pro forma market capitalization of about $7.8 billion and enterprise value of roughly $15.4 billion.
Under the terms of the deal, NorthWestern shareholders will receive 0.98 Black Hills shares for each share they hold, and will own about 44% of the combined company, while Black Hills shareholders will hold the remaining 56% after closing.
The combined company will be headquartered in Rapid City, South Dakota. The combined company will have a new name and ticker symbol, to be determined prior to the close of the transaction. The operating companies are expected to maintain their current names at transaction closing.
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.