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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):
August 18, 2025
Black Hills Corporation
(Exact name of registrant as specified in
its charter)
| South Dakota |
|
001-31303 |
|
46-0458824 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
| 7001 Mount Rushmore Road | |
| Rapid City,
South Dakota | 57702 |
| (Address of principal executive offices) | (Zip Code) |
(605)
721-1700
(Registrant’s telephone number, including
area code)
(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 (see General Instruction A.2. below):
x 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))
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 of $1.00 par value |
|
BKH |
|
New York Stock Exchange |
Indicate by check mark whether
the registrant is an emerging growth company 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 a Material Definitive Agreement. |
On August 18, 2025,
Black Hills Corporation, a South Dakota corporation (“Black Hills” or the “Company”), entered into
an Agreement and Plan of Merger (the “Merger Agreement”) with NorthWestern Energy Group, Inc., a Delaware corporation
(“NorthWestern”) and River Merger Sub Inc., a Delaware corporation and direct wholly owned subsidiary of Black Hills
(“Merger Sub”). The Merger Agreement, which has been unanimously approved by
both the board of directors of Black Hills (the “Black Hills Board”) and the board of directors of NorthWestern (the
“NorthWestern Board”), provides for an all-stock merger of Black Hills and NorthWestern upon the terms and subject
to the conditions set forth therein.
The Merger Agreement
provides for Merger Sub to merge with and into NorthWestern (the “Merger”), with NorthWestern continuing as the surviving
entity and a direct wholly owned subsidiary of Black Hills, which would assume a new corporate name (“NewCo”) as the
resulting parent company of the combined corporate group.
At the effective
time of the Merger (the “Effective Time”), each share of common stock of
NorthWestern, par value $0.01 per share (the “NorthWestern Common
Stock”), issued and outstanding as of immediately prior to the Effective Time will be converted into the right to
receive 0.98 (the “Exchange Ratio”) validly issued, fully paid and
non-assessable shares of common stock of Black Hills, par value $1.00 per share (the “Black
Hills Common Stock”) (or cash in lieu of fractional shares thereof), in each case upon and subject to the terms and
conditions of the Merger Agreement. The treatment of outstanding equity awards of each company will vary depending on the type of
award, its terms and conditions, and determinations made or to be made by each company or its board of directors, but the Merger
Agreement contemplates, among other things, (1) the acceleration upon, and settlement upon or shortly following, upon the
Effective Time of time-based equity awards of each company that were granted prior to the date of the Merger Agreement and remain
outstanding immediately prior to the Effective Time, (2) the conversion upon the Effective Time of certain then-outstanding
performance-based awards of each company to time-based awards in NewCo (based on the greater of target or actual performance) that
will retain their original vesting schedule and any "double trigger" vesting terms, and (3) the substitution of NewCo equity
awards for certain deferred NorthWestern equity awards based upon the Exchange Ratio. The Merger will generally be treated as a
“change in control” or similar triggering event with respect to each company under the plans governing outstanding
equity awards, notwithstanding the fact that the Merger may not otherwise constitute such a triggering event under certain of such
plans.
The Merger Agreement contemplates that, upon
effectiveness of the Merger, NewCo would remain incorporated under South Dakota law, have its corporate headquarters in Rapid City, South
Dakota, and be governed by an eleven-member board of directors comprising six directors designated by Black Hills (including the chair)
and five designated by NorthWestern. Upon effectiveness of the Merger, it is expected that the combined company would include among its
officers Brian B. Bird as Chief Executive Officer, Marne M. Jones as Chief Operating Officer, Crystal D. Lail as Chief Financial Officer;
and Kimberly F. Nooney as Chief Integration Officer. For the avoidance of doubt, although the Merger Agreement contains provisions relating
to post-closing NewCo directors and officers that are expected to result in a change to the Company’s directors and officers upon
the effectiveness of the Merger, these provisions do not constitute the removal, resignation, appointment or election of a director or
principal executive officer at this time.
The
completion of the Merger is subject to the satisfaction or waiver of certain conditions to Closing (as defined below), including: (1) the
effectiveness of a registration statement on Form S-4 to be filed in connection with the Merger; (2) the approval of the
applicable transaction-related proposals by each party’s respective shareholders in
accordance with applicable law; (3) subject to certain conditions, the receipt of certain regulatory approvals, including expiration
or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and approval from the Federal
Energy Regulatory Commission, the Montana Public Service Commission, the Nebraska Public Service
Commission, the South Dakota Public Utilities Commission and, if required, the Arkansas Public Service Commission, in each case on such
terms and conditions that would not result in a material adverse effect on NewCo; (4) the absence of any court order or regulatory
injunction prohibiting completion of the Merger; (5) the authorization for listing of shares of Black Hills Common Stock to be issued
in the Merger on a mutually agreed stock exchange; (6) subject to specified materiality standards, the accuracy of the representations
and warranties of each party; (7) compliance by each party in all material respects with its covenants; (8) the
absence of a material adverse effect on each party; and (9) receipt by each party of an opinion relating to the anticipated tax-free
treatment of the Merger.
Both
NorthWestern and Black Hills have agreed, subject to certain customary exceptions with respect to unsolicited proposals, not to directly
or indirectly solicit competing acquisition proposals or to enter into discussions concerning, or provide confidential information in
connection with, any unsolicited alternative acquisition proposals. Additionally, the Black Hills Board and NorthWestern Board are each
required to recommend the approval of the applicable transaction-related proposals to its
respective shareholders, subject to certain exceptions. Prior to the approval of the transaction-related proposals by their respective
shareholders, the Black Hills Board or NorthWestern Board may change its recommendation in response to an unsolicited proposal for an
alternative transaction, if such board determines in good faith after consultation with its outside legal counsel and financial advisor
that the proposal constitutes or would reasonably be expected to lead to a “Superior NorthWestern Proposal” or “Superior
Black Hills Proposal”, as applicable (as such terms are defined in the Merger Agreement), and that failure to take such action would
be inconsistent with their fiduciary duties under applicable law to the applicable company and its shareholders under applicable law,
subject to complying with certain procedures set forth in the Merger Agreement. Prior to the approval of the transaction-related proposals
by their respective shareholders, the Black Hills Board and NorthWestern Board may also change its recommendation upon the occurrence
of a “NorthWestern Intervening Event” or “Black Hills Intervening Event”, as applicable (as such terms are defined
in the Merger Agreement), and such board determines in good faith after consultation with its outside legal counsel and financial advisor
that failing to change its recommendation would be inconsistent with its fiduciary duties under applicable law, subject to complying with
certain procedures set forth in the Merger Agreement.
The Merger Agreement
includes certain customary representations, warranties and covenants of Black Hills and Merger Sub, on one hand, and NorthWestern, on
the other, including certain customary restrictions with respect to the operation of Black Hills’ and NorthWestern’s respective
businesses between the date of the Merger Agreement and the consummation of the Merger (the “Closing”).
The Merger Agreement
contains certain customary termination rights for each of Black Hills and NorthWestern, including (1) by mutual agreement, (2)
if either the NorthWestern or Black Hills shareholder meeting has concluded (subject to any adjournment thereof) and the required shareholder
vote was not obtained, (3) if the Closing has not occurred on or before August 18, 2026 (or such alternative date as may be
agreed by the parties), which date may be extended by three months up to two times, until as late as February 18, 2027, in certain
circumstances if needed to obtain regulatory approvals), (4) if Closing is legally prohibited or permanently enjoined. The Merger
Agreement may also be terminated by either party, subject to certain conditions, (1) if the other party’s board of directors
has effected a change in its recommendation in favor of the Merger (including, in certain circumstances, by failing to reaffirm its recommendation),
or (2) the other has breached any representation, warranty or covenant that would give rise to a failure of a condition to Closing
which remains uncured for 45 days.
Either party would be
required to pay to the other a termination fee equal to $100 million, upon termination of the Merger Agreement in certain circumstances
involving (i) a change in recommendation by such party’s board of directors (including, in certain circumstances, the failure
of such party to publicly reaffirm its recommendation upon request) or (ii) a party entering into a definitive agreement in respect
of a competing transaction within twelve months of termination of the Merger Agreement in certain circumstances involving a potential
competing acquisition proposal.
# # #
The foregoing description of the Merger Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached
hereto as Exhibit 2.1 and the terms of which are incorporated herein by reference. The Merger Agreement contains representations,
warranties and covenants that the respective parties made to each other as of the dates specified therein. The assertions embodied in
those representations, warranties and covenants were made, or will be made, for purposes of the contracts among the respective parties
and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreements. The
representations, warranties and covenants in the Merger Agreement are also modified in important part by the related schedules thereto
which are not filed publicly and which may be subject to a contractual standard of materiality different from that generally applicable
to shareholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. Investors
are not third-party beneficiaries under these agreements and should not rely on the representations, warranties and covenants or any descriptions
thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective affiliates.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
CEO
Transition
In connection
with the Merger, Brian B. Bird, NorthWestern’s Chief Executive Officer, will become the Chief Executive Officer of the combined
company, succeeding Linden R. Evans, the current President and Chief Executive Officer of Black Hills, after which Mr. Evans will
retire.
Mr. Bird
has been NorthWestern’s President and Chief Executive since 2023, prior to which he served as its Chief Operating Officer from 2021
to 2022 and its Chief Financial Officer from 2003 to 2021. Before joining NorthWestern, Mr. Bird gained experience with energy and
other large industrial companies since 1986.
On August 18, 2025, Black Hills entered
into an agreement (the “Chief Executive Officer Agreement”) with Mr. Bird, to be effective upon the closing of
the Merger. Among other things, the Chief Executive Officer Agreement preserves the change in control severance benefits Mr. Bird
currently has under NorthWestern’s key employee severance plan for three years after the Effective Time in the event he is terminated
without cause or resigns for good reason following the Effective Time.
On August 18, 2025, Black Hills entered into
a letter agreement (the “Transition Agreement”) with Mr. Evans pursuant to which Mr. Evans will remain employed as
Black Hills’ President and Chief Executive Officer through the Effective Time. The Transition Agreement provides that in exchange
for Mr. Evans’ commitment to remain employed through the Effective Time or termination of the Merger Agreement, he will be entitled
to certain payments and benefits, other than cash severance, under his change in control severance agreement, and accelerated vesting
of his equity awards, when his employment concludes at that time.
The foregoing
descriptions of the Chief Executive Officer Agreement and the Transition Agreement do not purport to be complete and are qualified
in their entirety by reference to the full text of such agreements, which are attached hereto as Exhibits 10.1,
and 10.2, respectively, and the terms of which are incorporated herein by reference.
Treatment
of Outstanding Equity Awards and Change in Control Programs in the Merger
In connection
with entry into the Merger Agreement and the reconciliation of the different equity incentive programs of Black Hills and NorthWestern,
the Leadership Development and Compensation Committee of the Black Hills Board determined to generally treat the Merger as a “change
in control” or similar triggering event under various compensatory programs, notwithstanding the fact that the Merger would not
otherwise constitute such a triggering event under such plans. This determination applies with respect to the Company’s outstanding
equity awards (including those granted to the Company’s named executive officers and directors) and under the existing Change in
Control Agreements between the Company and each of its executive officers. The Leadership Development and Compensation Committee further
provided that all shares of restricted stock outstanding as of immediately prior to the Effective Time would vest upon the Effective Time,
and that performance-based restricted stock units outstanding as of immediately prior to the Effective Time would convert to time-based
restricted stock units (based on the greater of target or actual performance).
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On August 18, 2025, prior to the execution of the Merger Agreement, the Black Hills Board adopted an amendment to Black Hills’
bylaws (the “Bylaw Amendment”). The Bylaw Amendment removes the age limit for directors as previously provided in Section 3.
A modified retirement age provision was added to Black Hills’ Corporate Governance Guidelines at the same time.
The Bylaw Amendment also adds a new Article X,
which provides that, unless Black Hills consents in writing to the selection of an alternative forum, the federal and state courts located
in Pennington County, South Dakota shall be the sole and exclusive forum for certain specified corporate-law based suits involving Black
Hills. The Bylaw Amendment also provides for federal district court to be the sole and exclusive forum for the resolution of complaints
arising under the Securities Act of 1933.
The foregoing description of the Bylaw Amendment
does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaw Amendment, which is attached
hereto as Exhibit 3.1, and the terms of the Bylaw Amendment are incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On August 19, 2025, Black Hills and NorthWestern released a joint press release announcing the execution of the Merger Agreement
and an investor presentation relating to the Merger. Copies of that press release and investor presentation are furnished as Exhibits
99.1 and 99.2, respectively.
* * *
Forward-Looking Statements
Information in this communication, other than statements of historical
facts, may constitute forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements about
the benefits of the proposed transaction between Black Hills and NorthWestern Energy, including future financial and operating results
(including the anticipated impact of the transaction on Black Hills’ and NorthWestern Energy’s respective earnings), statements
related to the expected timing of the completion of the transaction, the plans, objectives, expectations and intentions of either company
or of the combined company following the merger, anticipated future results of either company or of the combined company following the
merger, the anticipated benefits and strategic and financial rationale of the merger, including estimated rate bases, investment opportunities,
cash flows and capital expenditure rates and other statements that are not historical facts. Forward-looking statements may be identified
by terminology such as “may,” “will,” “should,” “targets,” “scheduled,” “plans,”
“intends,” “goal,” “anticipates,” “expects,” “believes,” “forecasts,”
“outlook,” “estimates,” “potential,” or “continue” or negatives of such terms or other
comparable terminology. The forward-looking statements are based on Black Hills and NorthWestern Energy’s current expectations,
plans and estimates. Black Hills and NorthWestern Energy believe these assumptions to be reasonable, but there is no assurance that they
will prove to be accurate.
All forward-looking statements are subject to risks, uncertainties
and other factors that may cause the actual results, performance or achievements of Black Hills or NorthWestern Energy to differ materially
from any results expressed or implied by such forward-looking statements. Such factors include, among others, (1) the risk of delays
in consummating the potential transaction, including as a result of required regulatory and shareholder approvals, which may not be obtained
on the expected timeline, or at all, (2) the risk of any event, change or other circumstance that could give rise to the termination
of the merger agreement, (3) the risk that required regulatory approvals are subject to conditions not anticipated by Black Hills
and NorthWestern Energy, (4) the possibility that any of the anticipated benefits and projected synergies of the potential transaction
will not be realized or will not be realized within the expected time period, (5) disruption to the parties’ businesses as
a result of the announcement and pendency of the transaction, including potential distraction of management from current plans and operations
of Black Hills or NorthWestern Energy and the ability of Black Hills or NorthWestern Energy to retain and hire key personnel, (6) reputational
risk and the reaction of each company’s customers, suppliers, employees or other business partners to the transaction, (7) the
possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events,
(8) the outcome of any legal or regulatory proceedings that may be instituted against Black Hills or NorthWestern Energy related
to the merger agreement or the transaction, (9) the risks associated with third party contracts containing consent and/or other provisions
that may be triggered by the proposed transaction, (10) legislative, regulatory, political, market, economic and other conditions,
developments and uncertainties affecting Black Hills’ or NorthWestern Energy’s businesses; (11) the evolving legal, regulatory
and tax regimes under which Black Hills and NorthWestern Energy operate; (12) restrictions during the pendency of the proposed transaction
that may impact Black Hills’ or NorthWestern Energy’s ability to pursue certain business opportunities or strategic transactions;
and (13) unpredictability and severity of catastrophic events, including, but not limited to, extreme weather, natural disasters, acts
of terrorism or outbreak of war or hostilities, as well as Black Hills’ and NorthWestern Energy’s response to any of the aforementioned
factors.
Additional factors which could affect future results of Black Hills
and NorthWestern Energy can be found in Black Hills’ Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current
Reports on Form 8-K, and NorthWestern Energy’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current
Reports on Form 8-K, in each case filed with the SEC and available on the SEC’s website at http://www.sec.gov. Black Hills
and NorthWestern Energy disclaim any obligation and do not intend to update or revise any forward-looking statements contained in this
communication, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required
by federal securities laws.
No Offer or Solicitation
This document is for informational purposes only and is not intended
to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of
any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be
made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Important Information and Where to Find It
Black Hills intends to file a registration statement on Form S-4
with the SEC to register the shares of Black Hills’ common stock that will be issued to NorthWestern Energy stockholders in connection
with the proposed transaction. The registration statement will include a joint proxy statement of Black Hills and NorthWestern Energy
that will also constitute a prospectus of Black Hills. The definitive joint proxy statement/prospectus will be sent to the stockholders
of each of Black Hills and NorthWestern Energy in connection with the proposed transaction. Additionally, Black Hills and NorthWestern
Energy will file other relevant materials in connection with the merger with the SEC. Investors and security holders are urged to read
the registration statement and joint proxy statement/prospectus when they become available (and any other documents filed with the SEC
in connection with the transaction or incorporated by reference into the joint proxy statement/prospectus) because such documents will
contain important information regarding the proposed transaction and related matters. Investors and security holders may obtain free copies
of these documents and other documents filed with the SEC by Black Hills or NorthWestern Energy through the website maintained by the
SEC at http://www.sec.gov or by contacting the investor relations department of Black Hills or NorthWestern Energy at investorrelations@blackhillscorp.com
or travis.meyer@northwestern.com, respectively.
Before making any voting or investment
decision, investors and security holders of Black Hills and NorthWestern Energy are urged to read carefully the entire registration statement
and joint proxy statement/prospectus when they become available, including any amendments thereto (and any other documents filed with
the SEC in connection with the transaction) because they will contain important information about the proposed transaction. Free copies
of these documents may be obtained as described above.
Participants in Solicitation
Black Hills, NorthWestern Energy and certain of their directors and
executive officers may be deemed participants in the solicitation of proxies from the stockholders of each of Black Hills and NorthWestern
Energy in connection with the proposed transaction. Information regarding the directors and executive officers of Black Hills and NorthWestern
Energy and other persons who may be deemed participants in the solicitation of the stockholders of Black Hills or of NorthWestern Energy
in connection with the proposed transaction will be included in the joint proxy statement/prospectus related to the proposed transaction,
which will be filed by Black Hills with the SEC. Information about the directors and executive officers of Black Hills and their ownership
of Black Hills common stock can also be found in Black Hills’ filings with the SEC, including its Annual Report on Form 10-K
for the fiscal year ended December 31, 2024, which was filed on February 12, 2025, under the header “Information About
Our Executive Officers,” and its Proxy Statement on Schedule 14A, which was filed on March 14, 2025, under the headers “Election
of Directors” and “Security Ownership of Management and Principal Shareholders,” and other documents subsequently filed
by Black Hills with the SEC. Information about the directors and executive officers of NorthWestern Energy and their ownership of NorthWestern
Energy common stock can also be found in NorthWestern Energy’s filings with the SEC, including its Annual Report on Form 10-K
for the fiscal year ended December 31, 2024, which was filed on February 13, 2025, under the header “Information About
Our Executive Officers” and its Proxy Statement on Schedule 14A, which was filed on March 12, 2025, under the headers “Election
of Directors” and “Who Owns our Stock”. To the extent any such person's ownership of Black Hills’ or NorthWestern
Energy’s securities, respectively, has changed since the filing of such proxy statement, such changes have been or will be reflected
on Forms 3, 4 or 5 filed with the SEC. Additional information regarding the interests of such participants will be included in the joint
proxy statement/prospectus and other relevant documents regarding the proposed transaction filed with the SEC when they become available.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
Exhibit
No. |
|
Description |
| 2.1* |
|
Agreement and Plan of Merger, dated as of August 18, 2025, by and among Black Hills Corporation, NorthWestern Energy Group, Inc., and River Merger Sub Inc. |
| 3.1 |
|
Amendment No. 1 to Amended and Restated Bylaws of Black Hills dated August 18, 2025. |
| 10.1 |
|
Chief Executive Officer Agreement, dated August 18, 2025, between Black Hills Corporation and Brian B. Bird. |
| 10.2 |
|
Transition Agreement, dated August 18, 2025, by and between Black Hills Corporation and Linden R. Evans. |
| 99.1 |
|
Joint press release of NorthWestern and Black Hills issued on August 19, 2025. |
| 99.2 |
|
Joint investor presentation of NorthWestern and Black Hills released on August 19, 2025 (furnished herewith). |
| 104 |
|
Cover Page Interactive Data File (formatted as the inline XBRL document). |
* Schedules and Exhibits have been
omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby agrees to supplementally furnish to the SEC upon
request any omitted schedule or exhibit to the Agreement and Plan of Merger.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Black Hills Corporation |
| |
|
|
| Dated: August 19, 2025 |
By: |
/s/ Kimberly F. Nooney |
| |
|
Kimberly F. Nooney, Senior Vice President and Chief Financial Officer |
