BKH, NWE to Form Company With $15.4B Enterprise Value

Black Hills Corp (NYSE: BKH) and NorthWestern Energy Group Inc (Nasdaq: NWE) have announced in a joint statement that each company’s board of directors has unanimously approved a definitive agreement to combine in an all-stock, tax-free merger.

The companies outlined in the statement that the merger “will create a premier regional regulated electric and natural gas utility company with a pro forma market capitalization of approximately $7.8 billion and a combined enterprise value of $15.4 billion, based on each company’s closing stock price as of August 18, 2025”.

The joint statement outlined that the deal has a “compelling strategic and financial rationale” and “deliver[s]… benefits to all stakeholders”.

Under the terms of the agreement, NorthWestern shareholders will receive a fixed exchange ratio of 0.98 shares of Black Hills for each share of NorthWestern they own at the close of the transaction, the statement noted.

“The exchange ratio implies an approximately four percent premium based on the volume weighted average price of each company’s common stock since Black Hills and NorthWestern began discussing transaction terms in March 2025,” the companies added in the joint statement.

Black Hills shareholders will continue to hold the same number of shares of the combined company that they hold of Black Hills immediately prior to the closing of the transaction, according to the statement, which noted that, upon completion of the merger, Black Hills shareholders will own approximately 56 percent and NorthWestern shareholders will own approximately 44 percent of the combined company on a fully diluted basis.

The transaction is expected to close in 12 to 15 months, subject to customary closing conditions, clearance under the Hart-Scott Rodino Act, approval from each company’s shareholders, and regulatory approvals, including approval from commissions in the three states in which both companies operate (Montana, Nebraska, South Dakota) and in Arkansas if required, as well as the Federal Energy Regulatory Commission, the statement said.

The joint statement revealed that the combined company will be headquartered in Rapid City, South Dakota, and added that it will “maintain a strong operational and leadership presence throughout the combined service territory, consistent with the practices of the companies prior to closing”.

The combined company will have a new name and ticker symbol, to be determined prior to the close of the transaction, the statement highlighted. It also noted that the leadership of the combined company “will reflect the strengths and capabilities of both companies”. Upon closing of the deal, NorthWestern Energy President and CEO Brian Bird will serve as Chief Executive Officer of the combined company, the statement revealed.

Marne Jones, Black Hills Senior Vice President and Chief Utility Officer, will serve as Chief Operating Officer, Crystal Lail, NorthWestern Chief Financial Officer, will serve as Chief Financial Officer, and Kimberly Nooney, Black Hills Senior Vice President and Chief Financial Officer, will serve as Chief Integration Officer, the statement noted, adding that Linn Evans will continue serving as Chief Executive Officer of Black Hills through the close of the transaction, at which point he will retire.

The combined company’s 11-member board of directors will include six directors designated by Black Hills, and five directors designated by NorthWestern, including Bird and Linda Sullivan, Chair of the NorthWestern board, the statement highlighted. Steven Mills, Chair of the Black Hills board, will be Chair of the combined company’s board of directors, it revealed.

Black Hills Corp. President and CEO Linn Evans said in the joint statement, “we are excited to bring our two highly complementary companies together to create significant long-term value for customers, employees, shareholders, and the communities we serve”.

“Our future success will be driven equally by the people, assets, and capabilities of both organizations. The combined company will have greater scale and financial strength to consistently deliver for customers across our service territories and invest at the pace and scale that today’s energy transformation demands,” Evans added.

“Our vision is to be the energy partner of choice for our customers, communities, and investors, and this merger will accelerate our ability to achieve this goal,” Evans continued.

NorthWestern Energy President and CEO Brian Bird said in the statement, “our merger with Black Hills will create a premier regional regulated utility company with a larger, more resilient platform consistent with midcap peers”.

“Together, we will be better positioned to meet rising demand, accelerate investment in energy and grid infrastructure, and support customers and communities through a rapidly evolving energy landscape,” he added.

“NorthWestern and Black Hills are best-in-class operators, and we are confident that our closely aligned cultures and skilled workforces will enable us to successfully bring the companies together,” he continued.

“We will remain a trusted energy partner to our customers and look forward to building a brighter future for the people, businesses, and communities we are privileged to serve,” Bird went on to state.

Black Hills Corp described itself in the statement as “a customer-focused, growth-oriented utility company with a tradition of improving life with energy and a vision to be the energy partner of choice”. Based in Rapid City, South Dakota, the company serves 1.35 million natural gas and electric utility customers in eight states, the company noted in the statement. These comprise Arkansas, Colorado, Iowa, Kansas, Montana, Nebraska, South Dakota and Wyoming.

NorthWestern Energy Group Inc “provides essential energy infrastructure and valuable services that enrich lives and empower communities while serving as longterm partners to our customers and communities”, the company said in the joint statement.

“We work to deliver safe, reliable, and innovative energy solutions that create value for customers, communities, employees, and investors. We do this by providing low-cost and reliable service performed by highly-adaptable and skilled employees,” it added.

The company said in the statement that it provides electricity and/or natural gas to approximately 800,000 customers in Montana, South Dakota, Nebraska, and Yellowstone National Park.

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