Pinnacle West Announces Pricing of a Public Offering of 9,774,436 Shares of Common Stock
February 29 2024 - 7:00AM
Business Wire
Pinnacle West Capital Corp. (NYSE: PNW) (“Pinnacle West”)
announced today that it has priced its registered public offering
of 9,774,436 shares of its common stock for approximate net
proceeds of $630.5 million (before offering expenses, assuming the
underwriters do not exercise their option to purchase additional
shares and upon, and assuming, full physical settlement of the
forward sale agreements) in connection with the forward sale
agreements described below. The common stock offering was priced at
a public offering price of $66.50 per share.
Pinnacle West has granted to the underwriters the option to
purchase up to an additional 1,466,165 shares of its common stock.
If such option is exercised, Pinnacle West may, in its sole
discretion, enter into additional forward sale agreements with the
forward purchasers in respect of, in the aggregate, the number of
additional shares of Pinnacle West’s common stock that are subject
to the exercise of such option, and Pinnacle West currently
anticipates that, if such option is exercised, it will do so. The
offering is expected to close on March 4, 2024, subject to the
satisfaction of customary conditions.
Barclays, Citigroup, Mizuho and Wells Fargo Securities are
acting as joint book-running managers for this offering. The
underwriters may offer shares of Pinnacle West’s common stock in
transactions on the New York Stock Exchange, in the
over-the-counter market, through negotiated transactions or
otherwise at market prices prevailing at the time of sale, at
prices related to prevailing market prices or at negotiated
prices.
In connection with the offering, Pinnacle West entered into
separate forward sale agreements with Mizuho Markets Americas LLC
and Wells Fargo Bank, National Association, referred to in such
capacity as the forward purchasers, pursuant to which Pinnacle West
has agreed to sell shares of its common stock to the forward
purchasers at an initial forward sale price per share equal to the
price per share at which the underwriters purchase the shares in
the offering, subject to certain adjustments. In connection with
the forward sale agreements, the forward purchasers or their
respective affiliates, acting as forward sellers are borrowing from
third parties an aggregate of 9,774,436 shares of Pinnacle West’s
common stock. Such borrowed shares of Pinnacle West’s common stock
will be delivered by the forward sellers for sale to the
underwriters in the offering. Settlement of each forward sale
agreement is expected to occur no later than September 4, 2025.
Although Pinnacle West expects to settle each forward sale
agreement entirely by the full physical delivery of shares of its
common stock in exchange for cash proceeds, Pinnacle West may,
subject to certain conditions, elect cash settlement or net share
settlement for all or a portion of its rights or obligations under
the forward sale agreements.
Pinnacle West will not initially receive any proceeds from the
sale of shares of its common stock by the forward sellers or their
affiliates to the underwriters. If Pinnacle West elects physical
settlement of the forward sale agreements, it expects to use any
net proceeds received for investment in its principal subsidiary
Arizona Public Service Company to fund capital expenditures and
general corporate purposes.
This press 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 these 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 these securities may be made only by
means of a prospectus supplement and accompanying base prospectus
relating to this offering.
The public offering is being made pursuant to an effective shelf
registration statement that has been filed with the Securities and
Exchange Commission (the “SEC”). A preliminary prospectus
supplement related to the offering has been filed with the SEC and
is available on the SEC’s website. In addition, copies of the
preliminary prospectus supplement and accompanying base prospectus
relating to the shares of common stock being offered may be
obtained by contacting: Barclays Capital Inc., c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, New York
11717, telephone: 1-888-603-5847 or by emailing
barclaysprospectus@broadridge.com; Citigroup, c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, New York
11717, telephone: 1-800-831-9146; Mizuho Securities USA LLC, ATTN:
Equity Capital Markets, 1271 Avenue of the Americas, 3rd Floor, New
York, New York 10020, telephone: 1-212-205-7600 or by emailing
US-ECM@mizuhogroup.com; Wells Fargo Securities, 90 South 7th
Street, 5th Floor, Minneapolis, Minnesota 55402, telephone:
1-800-645-3751 or by emailing WFScustomerservice@wellsfargo.com; or
by accessing the SEC’s website at www.sec.gov.
General Information
Pinnacle West Capital Corp., an energy holding company based in
Phoenix, has consolidated assets of nearly $25 billion, about 6,500
megawatts of generating capacity and approximately 6,100 employees
in Arizona and New Mexico. Through its principal subsidiary,
Arizona Public Service, the company provides retail electricity
service to approximately 1.4 million Arizona homes and
businesses.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements based on
current expectations. These forward-looking statements are often
identified by words such as “estimate,” “predict,” “may,”
“believe,” “plan,” “expect,” “require,” “intend,” “assume,”
“project,” “anticipate,” “goal,” “seek,” “strategy,” “likely,”
“should,” “will,” “could,” and similar words. Because actual
results may differ materially from expectations, we caution readers
not to place undue reliance on these statements. A number of
factors could cause future results to differ materially from
historical results, or from outcomes currently expected or sought
by Pinnacle West or Arizona Public Service (“APS”). These factors
include, but are not limited to, the factors discussed in the most
recent Pinnacle West/APS Form 10-K and 10-Q along with other public
filings with the Securities and Exchange Commission, which readers
should review carefully before placing any reliance on our
financial statements or disclosures. Neither Pinnacle West nor APS
assumes any obligation to update these statements, even if our
internal estimates change, except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20240229910819/en/
Media Contact: Alan Bunnell (602) 250-3376 Analyst Contact:
Amanda Ho (602) 250-3334 Website: pinnaclewest.com
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