Exhibit 99.1
[NORTHWESTERN CORPORATION LOGO] News Release
Contacts:
Investors/Media:
Roger Schrum
605-978-2848
roger.schrum@northwestern.com
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NORTHWESTERN CORPORATION NEGOTIATING TO ENTER NEW
$250 MILLION CREDIT FACILITY
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SIOUX FALLS, S.D. - Oct. 15, 2004 - NorthWestern Corporation announced today
that it is negotiating to enter into a new $250 million secured credit facility
("New Credit Facility") consisting of a $125 million five-year revolving tranche
(the "Revolver") and a $125 million seven-year term tranche (the "Term B Loan").
The Revolver will be used to replace existing letters of credit under the
Company's current debtor-in-possession financing and for general corporate
purposes. The Term B Loan will be used to repay a portion of the Company's
current $390 million term loan credit facility that is agented by an affiliate
of Credit Suisse First Boston. Consummation of the New Credit Facility is
conditional on, among other things, entry of a final written order by the
bankruptcy court confirming the Company's plan of reorganization, consummation
of the Plan and emergence from bankruptcy.
The New Credit Facility is being arranged by Lehman Brothers and Deutsche Bank
Securities.
About NorthWestern
NorthWestern Corporation (OTC Pink Sheets: NTHWQ) d/b/a NorthWestern Energy is
one of the largest providers of electricity and natural gas in the Upper Midwest
and Northwest, serving more than 608,000 customers in Montana, South Dakota and
Nebraska.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
On one or more occasions, we may make statements in this news release regarding
our assumptions, projections, expectations, targets, intentions or beliefs about
future events. All statements, other than statements of historical facts,
included herein relating to management's current expectations of future
performance, financial condition, continued growth, changes in economic
conditions or capital markets and changes in customer usage patterns and
preferences are forward-looking statements within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange Act of 1934, as
amended, which we refer to as
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Oct. 15, 2004
Page 2
the Exchange Act, and are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995.
Words or phrases such as "anticipates," "may," "will," "should," "believes,"
"estimates," `expects," "intends," "plans," "seeks," "predicts," "probable,"
"projects," "targets," "will likely result," "will continue" and similar
expressions identify forward-looking statements. Forward-looking statements
involve risks and uncertainties which could cause actual results or outcomes to
differ materially from those expressed. We caution that while we make such
statements in good faith and we believe such statements are based on reasonable
assumptions, including without limitation, management's examination of
historical operating trends, data contained in records and other data available
from third parties, we cannot assure you that our projections will be achieved.
Factors that may cause such differences include but are not limited to the
following factors, as well as others that may not currently be deemed material
by us:
Factors Relating to Our Bankruptcy
o our ability to successfully consummate our plan of reorganization;
o our ability to obtain and maintain normal terms with vendors and
service providers;
o the potential adverse impact of the Chapter 11 case on our liquidity
or results of operations;
o our ability to fund and execute our business plan;
o the potential adverse impact of the Netexit Chapter 11 case on our
liquidity;
o our ability to avoid or mitigate an adverse judgment against us in
that certain lawsuit seeking to recover assets or damages on behalf of
Clark Fork and Blackfoot, L.L.C., one of our subsidiaries which we
refer to as Clark Fork, filed by Magten Asset Management Corporation
and Law Debenture Trust Company of New York, which we refer to as the
QUIPs Litigation;
o our ability to avoid or mitigate an adverse judgment against us in
that pending litigation styled as McGreevey et al v. The Montana Power
Company, the shareholder class action lawsuit relating to the
disposition of the generating and energy-related assets by the entity
formerly known as The Montana Power Company, excluding our acquisition
of the electric and natural gas transmission and distribution business
formerly held by The Montana Power Company entity, together with ERISA
litigation regarding The Montana Power Company Employee Stock
Ownership Plan and 401(k) plan, which has been settled pending
approval by the Bankruptcy Court and the U.S. District Court in
Montana where the litigation is pending;
o our ability to avoid or mitigate an adverse judgment against us in the
In Re NorthWestern Securities Litigation and Derivative Litigation
relating to the restatement of our 2002 quarterly financial statements
and other accounting and financial reporting matters, which has been
settled pending approval by the U.S. District Court in South Dakota
where the litigation is pending;
o our ability to avoid or mitigate an adverse judgment against us in
existing other shareholder and derivative litigation or any additional
litigation and regulatory action, including the formal investigation
initiated by the SEC, in connection with the restatement of our 2002
quarterly financial statements and other accounting and
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Oct. 15, 2004
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financial reporting matters, any of which could have a material
adverse effect on our liquidity, results of operations and financial
condition;
General Factors
o unscheduled generation outages, maintenance or repairs which may
reduce revenues and increase cost of sales or may require additional
capital expenditures or other increased operating costs;
o our ability to operate pursuant to the terms of the instruments
governing our debt;
o unanticipated changes in usage, commodity prices or in fuel supply
costs or availability due to higher demand, shortages, weather
conditions, transportation problems or other developments, in
combination with reduced availability of trade credit, may reduce
revenues or may increase operating costs, each of which would
adversely affect our liquidity;
o adverse changes in general economic and competitive conditions in our
service territories;
o potential additional adverse federal, state, or local legislation or
regulation or adverse determinations by regulators, including the
final order of the Montana Public Service Commission, which we refer
to as the MPSC, disallowing the recovery of $6.2 million of natural
gas costs we incurred during the 2003 tracker year, and an interim
order disallowing the recovery of approximately $4.6 million of
natural gas costs during the 2004 tracker year, which has had and
could continue to have a material adverse affect on our liquidity,
results of operations and financial condition;
o increases in interest rates, which will increase our cost of
borrowing;
o certain other business uncertainties related to the occurrence or
threat of natural disasters, war, hostilities and terrorist actions;
o our ability to attract, motivate and/or retain key employees; and
o our ability to maintain an effective internal controls structure.
We have attempted to identify, in context, certain of the factors that we
believe may cause actual future experience and results to differ materially from
our current expectation regarding the relevant matter or subject area. In
addition to the items specifically discussed above, our business and results of
operations are subject to the uncertainties described under the caption "Risk
Factors" which is a part of the disclosure included in Item 2 of our Quarterly
Report on Form 10-Q entitled "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
From time to time, oral or written forward-looking statements are also included
in our reports on Forms 10-K, 10-Q and 8-K, Proxy Statements on Schedule 14A,
press releases and other materials released to the public. Although we believe
that at the time made, the expectations reflected in all of these
forward-looking statements are and will be reasonable, any or all of the
forward-looking statements in this news release, our Quarterly Reports on Forms
10-Q, reports on Forms 10-K and 8-K, our Proxy Statements on Schedule 14A and
any other public statements that are made by us may prove to be incorrect. This
may occur as a result of inaccurate assumptions or as a consequence of known or
unknown risks and uncertainties. Many factors discussed in this news release,
certain of which are beyond our control, will be
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Oct. 15, 2004
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important in determining our future performance. Consequently, actual results
may differ materially from those that might be anticipated from forward-looking
statements. In light of these and other uncertainties, you should not regard the
inclusion of a forward-looking statement in this news release or other public
communications that we might make as a representation by us that our plans and
objectives will be achieved, and you should not place undue reliance on such
forward-looking statements.
We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
However, your attention is directed to any further disclosures made on related
subjects in our subsequent annual and periodic reports filed with the SEC on
Forms 10-K, 10-Q and 8-K and Proxy Statements on Schedule 14A.
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