NorthWestern Energy Agrees To Acquire Hydroelectric Facilities From PPL Montana

   NorthWestern Energy Agrees To Acquire Hydroelectric Facilities From PPL

Completed acquisition would secure more than 60% of NorthWestern's average
load serving capability in Montana and provide price stability for customers

Purchase price of $900 million

Expected to be accretive to earnings in first full year of operations

PR Newswire

BUTTE, Mont. and SIOUX FALLS, S.D., Sept. 26, 2013

BUTTE, Mont. and SIOUX FALLS, S.D., Sept. 26, 2013 /PRNewswire/ --
NorthWestern Corporation d/b/a NorthWestern Energy (NYSE: NWE) today announced
that it has entered into an agreement to acquire 11 hydroelectric facilities
representing 633 MWs of generation, one storage reservoir, and related assets
from PPL Montana, a wholly-owned subsidiary of PPL Corporation (NYSE: PPL),
for a purchase price of $900million, subject to adjustments as described
below. The facilities are situated in two separate river basins, covering both
sides of the Continental Divide, and benefit from a history of strong and
reliable operating performance, low variable operating costs and favorable
environmental qualities. NorthWestern's Board of Directors has approved the

"This is a unique opportunity to acquire hydroelectric facilities dedicated to
serving our Montana customers for generations to come," said Bob Rowe,
NorthWestern's president and CEO. "These facilities were originally built as
part of the integrated system that we own today and complement our existing
set of supply resources. The addition of Montana-regulated, clean, sustainable
and reliable hydro power will provide supply diversity to our portfolio and
will reduce risks associated with variable fuel prices."

This transaction is expected to allow NorthWestern to reduce its reliance on
third party power purchase agreements and spot market purchases, more closely
matching NorthWestern's electric generation resources with forecasted customer
demand. Upon completion, about half of NorthWestern's total energy needs in
Montana would be met with hydro and wind generation.

In addition, the facilities are anticipated to provide energy stability well
below the cost associated with "new build" alternatives, making this
acquisition an attractive option to help stabilize customer rates over the

"In joining our portfolio of wind, natural gas and coal assets, these
hydroelectric facilities will increase our energy capacity and provide
NorthWestern with greater certainty about our energy supply. We'll be able to
provide continued reliability and price stability to our customers. We'll also
be better able to protect current and future NorthWestern customers from the
impact of market price volatility, allowing us to offer clean, cost-effective
and reliable energy for years to come," added Rowe.

Once the transaction is completed, it is expected that NorthWestern will be
able to provide nearly all of Montana's required power supply during light
load periods, while using market purchases or other resources to meet demand
during heavier load periods. These assets will be added to the rate base in
Montana in keeping with NorthWestern's long-standing commitment to being a
regulated utility.

Transaction Terms

The proposed transaction is an asset acquisition for $900 million in cash. The
purchase price is subject to adjustment for proration of operating expenses,
performance of capital expenditures and termination of certain power purchase

NorthWestern expects to fund the acquisition using a combination of debt
securities, equity and available cash and to maintain its targeted debt to
capital ratio of 50 – 55%, supporting a solid investment grade credit profile.
Financing is supported by a fully committed bridge loan facility with Credit
Suisse and Bank of America Merrill Lynch. 

The transaction is expected to be accretive to NorthWestern's earnings within
the first full year of operation following the closing. The transaction is not
expected to change NorthWestern's targeted 60 – 70% dividend payout ratio.

The acquisition is subject to customary closing conditions and regulatory
approval from the Montana Public Service Commission, the Federal Energy
Regulatory Commission, other appropriate state and federal agencies and as
required by the Hart-Scott-Rodino Antitrust Improvements Act. NorthWestern and
PPL will work with regulators to move through the review process efficiently.
Assuming receipt of regulatory approvals and satisfaction of the other closing
conditions, the acquisition is expected to close in the second half of 2014.


In connection with the transaction, Credit Suisse acted as lead financial
advisor and Bank of America Merrill Lynch acted as financial advisor to
NorthWestern Energy. Skadden, Arps, Slate, Meagher & Flom LLP served as lead
legal counsel to NorthWestern Energy and Dorsey & Whitney served as
environmental counsel. Blackstone Advisory Partners rendered a fairness
opinion to NorthWestern's Board of Directors.

Investor and Analyst Webcast Details

There will be a conference call for the investment community on Friday,
September 27, 2013 at 8:30 a.m. EDT / 6:30 a.m. MDT.

The conference call will be webcast live on the Internet at under the "Our Company / Investor Relations
/ Presentations and Webcasts" heading or by visiting To listen and view the
slideshow presentation, please go to the site at least 10 minutes in advance
of the call to register.

A telephonic replay of the call will be available beginning at 11:00 A.M. EDT
on September 27, 2013 through October 27, 2013, at (888) 203-1112, access code

Additional Information

NorthWestern Energy is committed to keeping customers, communities, employees
and shareholders informed throughout this process. Please visit our website to
learn more about the facilities at

About NorthWestern Energy (NYSE: NWE)
NorthWestern Energy provides electricity and natural gas in the Upper Midwest
and Northwest, serving approximately 673,200 customers in Montana, South
Dakota and Nebraska. More information on NorthWestern Energy is available on
the company's website at


This press release contains forward-looking statements within the meaning of
the "safe harbor" provisions of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements often address our expected future business
and financial performance, and often contain words such as "expects,"
"anticipates," "intends," "plans," "believes," "seeks," or "will." These
statements are based upon our current expectations and speak only as of the
date hereof. Our actual future business and financial performance may differ
materially and adversely from those expressed in any forward-looking
statements as a result of various factors and uncertainties, including, but
not limited to:

  opotential adverse federal, state, or local legislation or regulation or
    adverse determinations by regulators could have a material effect on our
    liquidity, results of operations and financial condition;
  ochanges in availability of trade credit, creditworthiness of
    counterparties, usage, commodity prices, fuel supply costs or availability
    due to higher demand, shortages, weather conditions, transportation
    problems or other developments, may reduce revenues or may increase
    operating costs, each of which could adversely affect our liquidity and
    results of operations;
  ounscheduled generation outages or forced reductions in output, maintenance
    or repairs, which may reduce revenues and increase cost of sales or may
    require additional capital expenditures or other increased operating
    costs; and
  oadverse changes in general economic and competitive conditions in the U.S.
    financial markets and in our service territories.

Our Annual Report on Form 10-K, recent and forthcoming Quarterly Reports on
Form10-Q, recent Current Reports on Form8-K and other Securities and
Exchange Commission filings discuss some of the important risk factors that
may affect our business, results of operations and financial condition.

We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or

This news release does not constitute an offer to sell or a solicitation of an
offer to buy any securities described herein, nor shall there be any sale of
such securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. Any such offering may be
made only by means of a prospectus.

SOURCE NorthWestern Corporation

Contact: Claudia Rapkoch: (866) 622-8081,, or
Investor Relations, Travis Meyer: (605) 978-2967,
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