NorthWestern Energy to Merge with Black Hills in All-Stock Deal
The combination of two Midwest utilities is structured as a merger of equals that would create a parent named Bright Horizon Energy.
NorthWestern Energy Group, Inc. (NWE) agreed to an all-stock merger of equals with Black Hills (BKH), a combination the companies described as a value-creation opportunity that increases scale, position and growth and expands investment opportunities.
Under the terms, Merger Sub, a wholly owned subsidiary of Black Hills, will merge with and into NorthWestern, with NorthWestern surviving as a direct wholly owned subsidiary of Black Hills. The surviving parent would take the corporate name Bright Horizon Energy. Black Hills is the accounting acquirer under ASC Topic 805.
Each share of NorthWestern common stock, par value $0.01, issued and outstanding immediately before closing will convert into the right to receive 0.98 shares of Black Hills common stock.
The deal was unanimously approved by both boards. In February 2026 the SEC declared the Form S-4 effective. In April 2026 shareholders of each company voted to approve the merger, and the Hart-Scott-Rodino waiting period expired. In May 2026 the Federal Energy Regulatory Commission and the Nebraska Public Service Commission each approved the transaction. In June 2026 the South Dakota Public Utilities Commission approved it.
NorthWestern, doing business as NorthWestern Energy, provides electricity and/or natural gas to approximately 850,300 customers in Montana, South Dakota, Nebraska and Yellowstone National Park through NorthWestern Corporation and NorthWestern Energy Public Service Corporation. The company has generated and distributed electricity in South Dakota and distributed natural gas in South Dakota and Nebraska since 1923, and has generated and distributed electricity and distributed natural gas in Montana since 2002.
For the six months ended June 30, 2026, NorthWestern reported total revenues of $890.2 million, operating income of $178.4 million and net income of $88.5 million, or $1.43 a share on a diluted basis. Property, plant and equipment, net, stood at $6.90 billion at June 30, 2026. Long-term debt was $3.44 billion.
Merger-related costs were $6.7 million for the six months ended June 30, 2026, included in administrative and general expenses.
In May 2026, Black Hills was confident in its ability to deliver earnings in the upper half of its 4% to 6% long-term EPS growth target and looked forward to an even stronger energy future as a larger, premier Midwest utility following the merger. The transaction was expected to close in the second half of 2026, subject to the satisfaction or waiver of certain closing conditions.