Hunton Andrews Kurth Advises on NorthWestern Corporation’s Offering of Common Stock

Hunton Andrews Kurth LLP represented the underwriters, the forward seller and the forward purchaser on an SEC-registered offering by NorthWestern Corporation of 6,985,982 shares of its common stock with a forward component. The offering consisted of (i) NorthWestern Corporation directly issuing and selling 1,401,869 shares of its common stock to the underwriters and (ii) the issuance of 5,584,113 shares of common stock (inclusive of additional shares of common stock purchased by the underwriters pursuant to the option to purchase additional shares) that were borrowed from third parties by the forward counterparty and subsequently sold to the underwriters for sale in the offering.

NorthWestern Corporation, doing business as NorthWestern Energy, provides electricity and/or natural gas to approximately 743,000 customers in Montana, South Dakota, Nebraska and Yellowstone National Park. NorthWestern Corporation has generated and distributed electricity in South Dakota and distributed natural gas in South Dakota and Nebraska since 1923 and have generated and distributed electricity and distributed natural gas in Montana since 2002.

The Hunton Andrews Kurth team included Peter K. O’Brien, S. Christina Kwon, Brendan P. Harney and Reuben H. Pearlman. Joseph B. Buonanno provided advice on the forward component. Robert McNamara and Tim Strother provided tax advice.