NORTHWEST NATURAL GAS COMPANY (NYSE:NWN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

Entry Into Material Definitive Agreement.

On June 20, 2018 NW Natural Gas Storage, LLC (NWN Gas Storage), a wholly owned subsidiary of Northwest Natural Gas Company (Company), entered into a Purchase and Sale Agreement (the Agreement) with SENSA Holdings LLC (SENSA) that provides for the sale by NWN Gas Storage to SENSA of all of the membership interests in Gill Ranch Storage, LLC (Gill Ranch Storage). Gill Ranch Storage owns a 75% interest in the natural gas storage facility located near Fresno, California known as the Gill Ranch Gas Storage Facility. Pacific Gas and Electric Company (“PG&E”) owns the remaining 25% interest in the Gill Ranch Gas Storage Facility.

The Agreement provides for an initial cash purchase price of $25,000,000 (subject to a working capital adjustment), payable to NWN Gas Storage in cash at the closing, plus potential additional payments to NWN Gas Storage of up to $26,500,000 in the aggregate if Gill Ranch Storage achieves certain economic performance levels for the first three full gas storage years (April 1 of one year through March 31 of the following year) occurring after the closing and the remaining portion of the gas storage year during which the closing occurs.

The Company expects the transaction to close within 12 months of signing and in 2019. The closing of the transaction is subject to approval by the California Public Utilities Commission, other customary closing conditions, and the termination, expiration or waiver of certain first refusal rights of PG&E under the Joint Project Agreement between Gill Ranch Storage and PG&E (JPA). Under the JPA, PG&E has the right to purchase Gill Ranch Storage’s ownership interest in the Gill Ranch Gas Storage Facility for the price and on the terms in the Agreement by notifying Gill Ranch Storage within 45 calendar days of receiving notice of the Agreement, which was delivered on June 20, 2018.

Forward-Looking Statements This report, and other presentations made by NW Natural from time to time, may contain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as "anticipates," "intends," "plans," "seeks," "believes," "estimates," "expects" and similar references to future periods. Examples of forward-looking statements include, but are not limited to, statements regarding the following: plans, objectives, goals, strategies, future events, investments, the likelihood, timing, and proceeds associated with any transaction, financial results, revenues and earnings, performance, timing or effects of future regulatory proceedings or future regulatory approvals, and other statements that are other than statements of historical facts.

Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements are discussed by reference to the factors described in Part I, Item 1A "Risk Factors," and Part II, Item 7 and Item 7A "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosure about Market Risk" in the company's most recent Annual Report on Form 10-K and in Part I, Items 2 and 3 "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosures About Market Risk," and Part II, Item 1A, "Risk Factors," in the company's quarterly reports filed thereafter.

All forward-looking statements made in this report and all subsequent forward-looking statements, whether written or oral and whether made by or on behalf of the company, are expressly qualified by these cautionary statements. Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

New factors emerge from time to time and it is not possible for the company to predict all such factors, nor can it assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statements.

About NORTHWEST NATURAL GAS COMPANY (NYSE:NWN)

Northwest Natural Gas Company is engaged in the distribution of natural gas. The Company’s segments include Local Gas Distribution, Gas Storage and other. The Company maintains operations in Oregon, Washington and California and conducts businesses through NW Natural and its subsidiaries. The local gas distribution business, referred to as the utility segment, serves residential, commercial, and industrial customers in Oregon and southwest Washington. The Company gas storage business, referred to as the gas storage segment, provides storage services for utilities, gas marketers, electric generators and industrial users from storage facilities located in Oregon and California. The Company’s other segment is referred to as non-utility and consists of non-utility investments and other business activities. The other segment consists of an equity method investment in Trail West Holdings, LLC (TWH) and other pipeline assets in NNG Financial Corporation.