NorthWestern Corporation (NYSE:NWE) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

Entry into Material Definitive Agreement

On November 6, 2017, NorthWestern Corporation d/b/a NorthWestern Energy (NYSE: NWE) (the "Company") issued and sold $250 million principal amount of the Company's Montana First Mortgage Bonds (the "Bonds"). The Bonds were issued in a transaction exempt from the registration requirements of the Securities Act of 1933, have not been registered under the Securities Act, and will not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. The Bonds were issued in one series as follows:

The terms of the Bonds were established in the Thirty-Seventh Supplemental Indenture, dated as of November 1, 2017 (the "Supplemental Indenture"), between the Company and The Bank of New York Mellon and Beata Harvin, as trustees. The Bonds are governed by the terms of the Mortgage and Deed of Trust dated as of October 1, 1945, as amended and supplemented, between the Company and the trustees, and the Supplemental Indenture (collectively, the “Indenture”). The Bonds will rank equally in right of payment with all current and future debt that is secured by the first mortgage lien of the Indenture.

The Company may redeem some or all of the Bonds at any time at its option prior to maturity at a make-whole price as described in the Supplemental Indenture.

The Indenture provides for customary events of default, including payment defaults and certain events of bankruptcy, insolvency and reorganization. If an event of default occurs and is continuing, the principal amount of the Bonds, plus accrued and unpaid interest, if any, may be declared immediately due and payable. In addition, under certain circumstances, and to the extent permitted by law, the trustee may be granted certain powers to take possession of, hold, operate and manage, and sell, the mortgaged property.

The description set forth above concerning the Bonds is qualified in its entirety by reference to the Supplemental Indenture which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

* filed herewith

NORTHWESTERN CORP Exhibit
EX-4.1 2 thirty-seventhsuppindenture.htm EXHIBIT 4.1 37TH SUPP INDENTURE Exhibit NORTHWESTERN CORPORATIONTOTHE BANK OF NEW YORK MELLON(formerly The Bank of New York)ANDBEATA HARVINAs Trustees under Mortgage andDeed of Trust,…
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About NorthWestern Corporation (NYSE:NWE)

NorthWestern Corporation, doing business as North-Western Energy, provides electricity and natural gas. The Company provides electricity and natural gas to over 701,000 customers in Montana, South Dakota and Nebraska. It generates and distributes electricity in South Dakota; distributes natural gas in South Dakota and Nebraska, and generates and distributes electricity and distributed natural gas in Montana. The Company’s segments are Electric operations, Natural gas operations and All other, which primarily consists of unallocated corporate costs. The Company’s regulated electric utility business in Montana includes generation, transmission and distribution. Its service territory covers approximately 107,600 square miles, representing over 73% of Montana’s land area. Its regulated natural gas utility business in Montana includes production, storage, transmission and distribution. The Company distributes natural gas to approximately 191,500 customers in over 105 Montana communities.