NW Natural to Acquire Cascade Natural Gas for $1.7B

TL;DR

NW Natural is buying Cascade Natural Gas for $1.7B, expanding its reach in OR/WA.

AI Summary

Northwest Natural Holding Company announced on January 7, 2025, that it has entered into a definitive agreement to acquire Cascade Natural Gas Corporation for $1.7 billion. This acquisition is expected to close in the second half of 2025, subject to regulatory approvals and other customary closing conditions. The combined entity will serve approximately 750,000 customers across Oregon and Washington.

Why It Matters

This significant acquisition will expand Northwest Natural's customer base and geographic reach in the Pacific Northwest, potentially leading to operational synergies and increased market share.

Risk Assessment

Risk Level: medium — The acquisition is subject to regulatory approvals and other closing conditions, which introduces uncertainty regarding its completion and timing.

Key Numbers

• $1.7B — Acquisition Price (Total value of the deal to acquire Cascade Natural Gas Corporation.)
• 750,000 — Combined Customers (Total number of customers the combined company will serve across Oregon and Washington.)

Key Players & Entities

• Northwest Natural Holding Company (company) — Acquiring company
• Cascade Natural Gas Corporation (company) — Acquired company
• $1.7 billion (dollar_amount) — Acquisition price
• January 7, 2025 (date) — Date of agreement
• Oregon (location) — Service territory
• Washington (location) — Service territory

FAQ

Key Financial Figures

• $200,000,000 — l aggregate commitments, as amended, of $200,000,000, of which $33,300,000 remain in effect
• $33,300,000 — , as amended, of $200,000,000, of which $33,300,000 remain in effect as of January 7, 2025;
• $5,000,000 — n Commitments) as of January 7, 2025 of $5,000,000, including a letter of credit sublimit
• $1,000,000 — ncluding a letter of credit sublimit of $1,000,000; and (c) a term loan facility (the 2021
• $17,900,000 — ) with initial aggregate commitments of $17,900,000, none of which remains available as of
• $151,116,760 — the Delayed Draw Term Loan Facility is $151,116,760, the outstanding principal balance of t
• $0 — lance of the 2021 Term Loan Facility is $0. Under the Amended Credit Agreement,
• $273,000,000 — ursuant to which NW Holdings borrowed a $273,000,000 senior unsecured term loan (the Bridge
• $271.1 million — ewood Infrastructure, for approximately $271.1 million in cash and an assumption of approximat
• $156.1 million — cash and an assumption of approximately $156.1 million of debt, subject to customary purchase
• $273 million — ent in an aggregate principal amount of $273 million to finance the acquisition (described i

Filing Documents

• nwn-20250107.htm (8-K) — 49KB
• ex991pressreleaseofnorthwe.htm (EX-99.1) — 17KB
• image_0.jpg (GRAPHIC) — 45KB
• nwn-20250107_g1.jpg (GRAPHIC) — 6KB
• 0001733998-25-000004.txt ( ) — 279KB
• nwn-20250107.xsd (EX-101.SCH) — 2KB
• nwn-20250107_lab.xml (EX-101.LAB) — 22KB
• nwn-20250107_pre.xml (EX-101.PRE) — 13KB
• nwn-20250107_htm.xml (XML) — 3KB

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On January 7, 2025, Northwest Natural Holding Company (NW Holdings) issued a press release announcing its acquisition of SiEnergy Operating, LLC (SiEnergy) from SiEnergy Capital Partners, LLC, an affiliate of Ridgewood Infrastructure. A copy of the press release is attached as Exhibit 99.1. The information contained in this Item 7.01 shall not be incorporated by reference into any filing of NW Holdings, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

01 Other Events

Item 8.01 Other Events On January 7, 2025, Northwest Natural Holding Company (NW Holdings) completed the acquisition of all of the membership interests of SiEnergy Operating, LLC, a Delaware limited liability company (SiEnergy), from SiEnergy Capital Partners, LLC, an affiliate of Ridgewood Infrastructure, for approximately $271.1 million in cash and an assumption of approximately $156.1 million of debt, subject to customary purchase price adjustments (SiEnergy Acquisition). On January 7, 2025, NW Holdings entered into a 364-day term loan facility among NW Holdings, as borrower, certain lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent in an aggregate principal amount of $273 million to finance the acquisition (described in Item 2.03 above). NW Holdings currently expects to issue junior subordinated notes in the first half of 2025 for permanent financing of the acquisition.

Forward-Looking Statements

Forward-Looking Statements This report, and other presentations made by NW Holdings from time to time, may contain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as "anticipates," "assumes," "continues," "could," "intends," "plans," "seeks," "believes," "estimates," "expects," "will" and similar references to future periods. Examples of forward-looking statements include, but are not limited to, statements regarding the following: plans; objectives; assumptions; estimates; timing; goals; strategies; future events; projections; expectations; forecasts; outlooks; commitments; investments; acquisition strategy; acquisitions and integration thereof; financial effects of acquisitions; the likelihood and success associated with any transaction; weather; gross domestic product, population and employment growth; economic conditions and development; customer growth; scale and diversification; regulatory, policy and political environments; rate base growth; earnings; growth opportunities; customer backlog; growth rate; financings; regulatory mechanisms; invested capital; system safety and reliability; risk profile; strategic fit; financial profile; shareholder return and value; financial targets; return on invested capital; rate case execution; customer and business growth; customer rates; business risk; expertise; capabilities; reputation; stability; regulatory recovery; accretion, financial, results, positions and performance; shareholder return and value; capital expenditures; strategic goals and visions; return on equity; capital structure; revenues and earnings and timing thereof; margins; net income; operations and maintenance expense; credit ratings and profile; debt and equity issuances; likelihood, timing and use of proceeds associated with any financing; targeted or permitted capital structure; regulatory strategy; timing or effects of regulatory

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits See Exhibit Index below. EXHIBIT INDEX Exhibit Description 99.1 Press Release of Northwest Natural Holding Company issued January 8 , 2025 (furnished and not filed) 104 Inline XBRL for the cover page of this Current Report on Form 8-K SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NORTHWEST NATURAL HOLDING COMPANY (Registrant) Dated: January 8, 2025 /s/ Shawn M. Filippi Vice President, Chief Compliance Officer & Corporate Secretary