Pending Merger with NorthWestern Energy |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] | |
| Pending Merger with NorthWestern Energy | (17) Pending Merger with NorthWestern Energy
On August 18, 2025, we entered into an Agreement and Plan of Merger, with NorthWestern and Merger Sub. The Merger Agreement provides for Merger Sub to merge with and into NorthWestern, with NorthWestern continuing as the surviving entity and a direct wholly owned subsidiary of Black Hills Corporation, which will assume a new corporate name as the resulting parent company of the combined corporate group. At the effective time of the Merger (the “Effective Time”), each share of common stock of NorthWestern, par value $0.01 per share, issued and outstanding as of immediately prior to the Effective Time will be converted into the right to receive 0.98 validly issued, fully paid and non-assessable shares of our common stock, par value $1.00 per share (or cash-in-lieu of fractional shares thereof), in each case upon and subject to the terms and conditions of the Merger Agreement.
The Merger Agreement, which was unanimously approved by both the board of directors of Black Hills Corporation and the board of directors of NorthWestern on August 18, 2025, provides for a tax-free, all-stock business combination of Black Hills Corporation and NorthWestern upon the terms and subject to the conditions set forth therein. Such conditions include, among other things, clearance under the HSR Act, consent of the FCC, approval from each company's shareholders, and regulatory approvals, including approval from the SDPUC, NPSC and MPSC, as well as the FERC.
At closing, the combined company will be named Bright Horizon Energy Corporation.
To date, regulatory efforts by Black Hills Corporation and NorthWestern include the following actions:
• In October 2025, we filed a joint applications for approval with the MPSC, NPSC and SDPUC.
• On December 22, 2025, we filed a joint application with the FERC.
• On January 30, 2026, the Form S-4, which contains a joint proxy statement/prospectus for Black Hills Corporation and NorthWestern, was publicly filed with the SEC. On February 6, 2026, the Form S-4 was declared effective by the SEC. Meetings for Black Hills Corporation and NorthWestern shareholders to vote on the acquisition are scheduled for April 2, 2026.
We expect to file an application for clearance under the HSR Act in the first quarter of 2026.
We anticipate the transaction closing in the second half of 2026, subject to the satisfaction of certain closing conditions including receipt of shareholder approvals and certain regulatory approvals as mentioned above. |