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

ME Staff 8-k

8 years ago

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

Item 1.01.

Entry Into a Material Definitive Agreement.


Item 2.03.	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On December 12, 2016, NorthWestern Corporation d/b/a NorthWestern
Energy (NYSE: NWE) (the Company) entered into a third amendment
and restatement of its existing revolving credit facility (the
Amended Facility) to, among other things, increase the size of
the Amended Facility to $400 million (from $350 million) and
extend the maturity date of the Amended Facility to December 12,
2021 (from November 5, 2018).

The Amended Facility:


(i)	increases the capacity of the existing credit facility to $400 million;


(ii)	maintains an uncommitted accordion feature that allows the Company to request the lenders to provide $50 million in additional capacity, subject to a potential total maximum facility of $450 million;


(iii)	maintains the margins associated with the interest rates under the Amended Facility;


(iv)	maintains the commitment fee in respect of unused commitments; and


(v)	extends the maturity date to December 12, 2021 (from November 5, 2018), with an uncommitted feature that allows the Company to request up to two one-year extensions to the maturity date.

Under the Amended Facility, Merrill Lynch, Pierce, Fenner Smith
Incorporated and Credit Suisse Securities (USA) LLC act as joint
lead arrangers; Credit Suisse Securities (USA) LLC acts as
syndication agent; Keybank National Association, MUFG Union Bank,
N.A. and U.S. Bank National Association act as co-documentation
agents; and Bank of America, N.A., acts as administrative agent.

The Amended Facility does not amortize and is unsecured.
Borrowings may be made at interest rates equal to the Eurodollar
rate, plus a margin of 87.5 to 175.0 basis points, or a base
rate, plus a margin of 0.0 to 75.0 basis points. Interest rates,
commitment fees and letter of credit fees are based on the
Companys then-current senior unsecured credit ratings. Advances
under the Amended Facility are subject to certain conditions
precedent, including the accuracy of certain representations and
warranties and the absence of any default or event of default.
Advances will be used for general corporate purposes, including
as support for the Companys commercial paper program and for
letters of credit.

The Amended Facility has one financial covenant, requiring that
consolidated funded debt to total capitalization ratio be less
than or equal to 65 percent. The Amended Facility also contains
covenants that restrict the Company in respect of, among other
things, mergers and consolidations, sales of all or substantially
all assets, incurrence of liens and transactions with affiliates.
The Amended Facility is subject to acceleration upon the
occurrence of an event of default, including cross-default to
indebtedness in excess of $50 million in the aggregate, change of
control (as defined in the Amended Facility), entry of judgments
of $50 million or more (to the extent not covered by insurance),
and the occurrence of certain Employee Retirement Income Security
Act of 1974 and bankruptcy events.

As of December 9, 2016, the Company has issued commercial paper
in the amount of approximately $229 million, which is supported
by the Amended Facility, and has no letters of credit issued
under the letter of credit subfacility. As of such date, no other
amounts have been drawn on the Amended Facility.

The descriptions of the provisions of the Amended Facility are
summary in nature and are qualified in their entirety by
reference to the full and complete terms of the Amended Facility.

Some of the lenders under the Amended Facility and certain of
their affiliates have engaged, and in the future may engage, in
investment banking transactions, including securities offerings,
and in general financing and commercial banking transactions
with, and the provision of services to, us and our affiliates in
the ordinary course of business and otherwise for which they have
received, and will in the future receive, customary fees.


Item 9.01	Financial Statements and Exhibits.



EXHIBIT NO.	DESCRIPTION OF DOCUMENT
10.1*	Third Amended and Restated Credit Agreement, dated December 12, 2016


*	Filed herewith.

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. NorthWestern Corporation (NYSE:NWE) Recent Trading Information
NorthWestern Corporation (NYSE:NWE) closed its last trading session up +0.22 at 57.15 with 383,205 shares trading hands.