Business & Finance
Business and Finance
Business and Finance
Tue, August 3, 2010 
MINNEAPOLIS--([ BUSINESS WIRE ])--Xcel Energy Inc. (NYSE: XEL) (aXcel Energya) today announced that it has commenced a public offering of 19,000,000 shares of its common stock. Subject to certain conditions, all shares will be sold in connection with the Forward Agreement, as discussed below. The underwriters will be granted a one-time option exercisable for 30 days from the date of pricing to purchase an additional 2,850,000 shares of Xcel Energya™s common stock to cover over-allotments. The shares subject to the over-allotment option may be purchased directly from Xcel Energy or Xcel Energy may elect, in its sole discretion if such option is exercised, in lieu of issuing and delivering shares of common stock directly to the underwriters, that the additional shares of common stock be borrowed and delivered to the underwriters by the Forward Counterparty or its affiliate, as described below.
In connection with the offering, Xcel Energy will enter into a forward sale agreement (the aForward Agreementa) with an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated (the aForward Counterpartya), under which Xcel Energy will agree to sell to the Forward Counterparty a number of shares of its common stock equal to the number of common shares to be sold through the underwriters in the public offering, subject to certain adjustments. Settlement of the Forward Agreement is expected to occur no later than approximately 10 months following the date of pricing. Subject to certain exceptions, Xcel Energy may elect cash or net share settlement for all or a portion of its obligations under the Forward Agreement. Upon any physical settlement of the Forward Agreement, Xcel Energy will deliver shares of its common stock in exchange for cash proceeds at the forward sale price, which will be determined at the pricing of the offering and will be subject to adjustment as provided in the Forward Agreement.
Xcel Energy intends to use any net proceeds that it receives upon settlement of the forward sale agreement described above, or from the sale of any shares to the underwriters to cover over-allotments, to repay outstanding commercial paper and make capital contributions to its operating subsidiaries.
BofA Merrill Lynch, Barclays Capital and J.P. Morgan are acting as joint book-running managers for the offering.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering of the common stock may be made only by means of a prospectus and related prospectus supplement. Copies of the prospectus and related preliminary prospectus supplement for the offering may be obtained by contacting (i) BofA Merrill Lynch, 4 World Financial Center, New York, NY 10080, Attn: Prospectus Department or email[ dg.prospectus_requests@baml.com ], (ii) Barclays Capital, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, Telephone: (888) 603-5847, or (iii) JPM Prospectus delivery, J.P. Morgan, via Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, Telephone: (866) 803-9204.
This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect managementa™s current views with respect to future events, based on what Xcel Energy believes are reasonable assumptions. No assurance can be given, however, that these events will occur, including the closing of the above mentioned offering. Such forward-looking statements are intended to be identified in this document by the words aanticipate,a abelieve,a aestimate,a aexpect,a aintend,a amay,a aobjective,a aoutlook,a aplan,a aproject,a apossible,a apotential,a ashoulda and similar expressions. Actual results may vary materially. Factors that could cause actual results to differ materially include, but are not limited to: general economic conditions, including the availability of credit and its impact on capital expenditures and the ability of Xcel Energy and its subsidiaries to obtain financing on favorable terms; business conditions in the energy industry; actions of credit rating agencies; competitive factors, including the extent and timing of the entry of additional competition in the markets served by Xcel Energy and its subsidiaries; unusual weather; effects of geopolitical events, including war and acts of terrorism; state, federal and foreign legislative and regulatory initiatives that affect cost and investment recovery, have an impact on rates or have an impact on asset operation or ownership or imposed environmental compliance conditions; structures that affect the speed and degree to which competition enters the electric and natural gas markets; costs and other effects of legal and administrative proceedings, settlements, investigations and claims; actions of accounting regulatory bodies; and the other risk factors listed from time to time by Xcel Energy in reports filed with the Securities and Exchange Commission (SEC), including Risk Factors in Item 1A and Exhibit 99.01 of Xcel Energy's Annual Report on Form 10-K for the year ended December 31, 2009 and on Xcel Energy's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2010 and June 30, 2010. Xcel Energy assumes no obligation to update any forward-looking information contained in this news release.
