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): October 29, 2020
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(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: 605 -978-2900
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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):
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Emerging Growth Company ☐
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Item 1.02 Termination of a Material Definitive Agreement.
On October 29, 2020, NorthWestern Corporation d/b/a NorthWestern Energy (Nasdaq: NWE) (the “Company”) and Puget Sound Energy, Inc. (the “Seller”) mutually agreed to terminate:
•The previously announced Colstrip Unit 4 Purchase and Sale Agreement (the "Colstrip Unit 4 Sale Agreement"), entered into by the Company and Seller on December 9, 2019, pursuant to which the Company had agreed to acquire Seller's 25% interest (which was subsequently amended to 12.5% following the exercise of another party's right of first refusal) in Colstrip Unit 4, a coal-fired, base-load electric generation facility located in Colstrip, Montana, for $1; and
•The previously announced Transmission System Purchase and Sale Agreement (the "Colstrip Transmission Sale Agreement" and, collectively with the Colstrip Unit 4 Sale Agreement, the "Sale Agreements"), entered into by the Company and Seller on December 9, 2019, pursuant to which the Company had agreed to acquire a portion of Seller's interest in the 500 kilovolt Colstrip Project Transmission System, for net book value at the time of sale, which was expected to range between approximately $2.5 million to $3.8 million, with an option to acquire an additional portion of Seller's interest at a later date.
The closing of the Sale Agreements was subject to a number of customary closing conditions, including receipt of regulatory approvals. After evaluating recent Montana regulatory decisions regarding Colstrip and pending regulatory proceedings in Montana and Washington, and pursuant to the terms of the Sale Agreements, the Company and the Seller mutually agreed to (a) terminate the Sale Agreements in accordance with provisions of the respective Sale Agreements, (b) withdraw pending regulatory applications concerning the proposed sale, and (c) release all claims against each other arising out of or relating to the Sale Agreements. The terminations were effective October 29, 2020, and there were no termination penalties incurred by either party.
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: October 30, 2020