nwe-20210326

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 26, 2021

NorthWestern Corporation

(Exact name of registrant as specified in its charter)

Delaware

1-10499

46-0172280

(State or other jurisdiction of
incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

3010 W. 69th Street

Sioux Falls

South Dakota

57108

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 605-978-2900

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock	NWE	Nasdaq

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 1.01 Entry into Material Definitive Agreement

On March 26, 2021, NorthWestern Corporation d/b/a NorthWestern Energy (Nasdaq: NWE) (the "Company") issued and sold $100 million principal amount of the Company's 1.00% Montana First Mortgage Bonds due 2024 (the "MT Bonds"). The MT Bonds were sold in a public offering pursuant to the Company's Registration Statement on Form S-3 (File No. 333-253047).

The MT Bonds were drawn and issued in one series as follows:


Issue Date	Maturity Date	Principal Amount	Interest Rate
March 26, 2021	March 26, 2024	$100 million	1.00%

The terms of the MT Bonds were established in the Forty-first Supplemental Indenture, dated as of March 1, 2021 (the "MT Supplemental Indenture"), between the Company and The Bank of New York Mellon and Beata Harvin, as trustees. The MT Bonds are governed by the terms of the Mortgage and Deed of Trust dated as of October 1, 1945, as amended and supplemented, between the Company and the trustees, and the MT Supplemental Indenture (collectively, the “MT Indenture”). The MT Bonds will rank equally in right of payment with all current and future debt that is secured by the first mortgage lien of the Indenture.

The MT Bonds will pay interest semi-annually at a rate of 1.00% per year on March 26th and September 26th of each year, beginning on September 26, 2021. The Company intends to use the net proceeds from the offering of the MT Bonds to repay in full our outstanding $100 million term loan due April 2021 (the “Term Loan”). We used the borrowings from the Term Loan to pay down a portion of our outstanding revolving credit facility borrowings and for general corporate purposes.

The Company may redeem some or all of the MT Bonds at any time in whole or from time to time in part, at its option, on or after March 26, 2022, at a redemption price equal to 100% of the principal amount of the MT Bonds to be redeemed, plus accrued and unpaid interest on the principal amount of the Bonds being redeemed to, but excluding, the redemption date, as described in the MT Supplemental Indenture.

The MT Indenture provides for customary events of default, including payment defaults and certain events of bankruptcy, insolvency and reorganization. If an event of default occurs and is continuing, the principal amount of the MT Bonds, plus accrued and unpaid interest, if any, may be declared immediately due and payable. In addition, under certain circumstances, and to the extent permitted by law, the trustee may be granted certain powers to take possession of, hold, operate and manage, and sell, the mortgaged property.

The description set forth above concerning the MT Bonds is qualified in its entirety by reference to the MT Supplemental Indenture which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.


EXHIBIT NO.			DESCRIPTION OF DOCUMENT
4.1*			Forty-first Supplemental Indenture, dated as of March 1, 2021, between the Company and The Bank of New York Mellon and Beata Harvin, as trustees.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


						NorthWestern Corporation

			By:			/s/ Timothy P. Olson
						Timothy P. Olson
						Corporate Secretary

Date: April 1, 2021