Attached files
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| EX-1.1 - EXHIBIT 1.1 - UNDERWRITING AGREEMENT - NORTHWESTERN CORP | ex1-1.htm |
| EX-5.1 - EXHIBIT 5.1 - OPINION OF TIMOTHY P. OLSON - NORTHWESTERN CORP | ex5-1.htm |
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): November 10, 2014 (November 4, 2014)
NorthWestern Corporation
(Exact name of registrant as specified in its charter)
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Delaware
(State or other
jurisdiction of incorporation)
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001-10499
(Commission
File Number)
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46-0172280
(IRS Employer
Identification No.)
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3010 W. 69th Street
Sioux Falls, South Dakota
(Address of principal executive offices)
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57108
(Zip Code)
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Registrant’s telephone number, including area code: (605) 978-2900
Not Applicable
(Former name or former address, if changed since last report)
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:
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.
On November 4, 2014, NorthWestern Corporation d/b/a NorthWestern Energy (NYSE: NWE) (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several Underwriters named therein (the “Underwriters”). The following summary of certain provisions of the Underwriting Agreement is qualified in its entirety by reference to the complete Underwriting Agreement filed as Exhibit 1.1 hereto and incorporated herein by reference.
Pursuant to the Underwriting Agreement, subject to the terms and conditions expressed therein, the Company agreed to sell to the Underwriters an aggregate of 6,766,990 shares of the Company’s common stock at a public offering price of $51.50 per share. The Company also granted a 30-day option to the Underwriters to purchase up to an additional 1,000,000 shares of its common stock, which was exercised in full by the Underwriters. The shares of common stock are being sold pursuant to a prospectus supplement, dated November 4, 2014, and related prospectus, dated February 17, 2012, each filed with the Securities and Exchange Commission, relating to the Company’s shelf registration statement on Form S-3 (File No. 333-179568).
The Underwriters and certain of their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company and its affiliates. They have received or will continue to receive customary fees and commissions for these transactions.
Item 9.01(d). Financial Statements and Exhibits.
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Exhibit 1.1
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Underwriting Agreement, dated as of November 4, 2014, among NorthWestern Corporation and Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the Underwriters named therein.
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Exhibit 5.1
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Opinion of Timothy P. Olson, Senior Corporate Counsel and Corporate Secretary, NorthWestern Corporation.
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Exhibit 23.1
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Consent of Timothy P. Olson, Senior Corporate Counsel and Corporate Secretary, NorthWestern Corporation (Included as part of Exhibit 5.1 hereto).
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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.
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NORTHWESTERN CORPORATION
(REGISTRANT)
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Date: November 10, 2014
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By:
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/s/ Timothy P. Olson
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Name:
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Timothy P. Olson
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Title:
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Corporate Secretary
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EXHIBIT INDEX
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Exhibit No.
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Description
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Exhibit 1.1
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Underwriting Agreement, dated as of November 4, 2014, among NorthWestern Corporation and Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the Underwriters named therein.
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Exhibit 5.1
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Opinion of Timothy P. Olson, Senior Corporate Counsel and Corporate Secretary, NorthWestern Corporation.
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Exhibit 23.1
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Consent of Timothy P. Olson, Senior Corporate Counsel and Corporate Secretary, NorthWestern Corporation (Included as part of Exhibit 5.1 hereto).
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