Evergy, Inc. (NASDAQ: EVRG) (“Evergy” or the “Company”)
announced the pricing of its private offering of $1,200,000,000
aggregate principal amount of its convertible notes due 2027 (the
“Notes”) in a private placement to persons reasonably believed to
be qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”),
reflecting an upsize of $100 million over the previously announced
offering size. The Company also granted the initial purchasers of
the Notes an option to purchase, within a 13-day period beginning
on, and including, the initial closing date of the offering, up to
an additional $200,000,000 aggregate principal amount of the Notes.
The sale of the Notes to the initial purchasers is expected to
settle on or about December 7, 2023, subject to customary closing
conditions, and is expected to result in approximately $1,180.9
million in net proceeds to the Company, after deducting the initial
purchasers’ discount and estimated offering expenses payable by the
Company (assuming no exercise of the initial purchasers’ option to
purchase additional Notes).
The Notes will bear interest at a rate of 4.50% per year,
payable semiannually in arrears on June 15 and December 15 of each
year, beginning on June 15, 2024, and will mature on December 15,
2027, unless earlier repurchased or converted. The initial
conversion rate for the Notes is 16.1809 shares of the Company’s
common stock per $1,000 principal amount of Notes (which is
equivalent to an initial conversion price of approximately $61.80
per share and which represents a premium of approximately 22.5%
over the $50.45 per share last reported sale price of the Company’s
common stock on December 4, 2023). Prior to September 15, 2027, the
Notes may be converted at the option of the holders only upon the
occurrence of specified events and during certain periods, and
thereafter until the close of business on the business day
immediately preceding the maturity date, the Notes may be converted
at any time. The Company will satisfy any conversion by paying cash
up to the aggregate principal amount of the Notes to be converted
and by paying or delivering, as the case may be, cash, shares of
the Company’s common stock, or a combination of cash and shares of
the Company’s common stock, at its election, in respect of the
remainder, if any, of its conversion obligation in excess of the
aggregate principal amount of the Notes being converted. The
Company may not redeem the Notes prior to the maturity date. The
Notes will be senior unsecured obligations of the Company.
The Company intends to use the net proceeds from the offering
(i) to repay the $500 million outstanding under the Company’s
unsecured term loan facility due 2024, (ii) to repay a portion of
its commercial paper borrowings and (iii) for general corporate
purposes.
The offer and sale of the Notes are not being registered under
the Securities Act, or the securities laws of any other
jurisdiction. The Notes may not be offered or sold in the United
States except in transactions exempt from, or not subject to, the
registration requirements of the Securities Act and any applicable
state securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the Notes nor shall there be any
sale of these securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such jurisdiction.
Any offers of the Notes will be made only by means of a private
offering memorandum. The Notes and any shares of the Company’s
common stock issuable upon conversion thereof have not been
registered under the Securities Act or the securities laws of any
other jurisdiction and may not be offered or sold in the United
States without registration or an applicable exemption from
registration requirements. The Notes being offered have not been
approved or disapproved by any regulatory authority, nor has any
such authority passed upon the accuracy or adequacy of the private
offering memorandum.
About Evergy
Evergy, a Missouri corporation, is a public utility holding
company incorporated in 2017 and headquartered in Kansas City,
Missouri. Evergy operates primarily through the following
wholly-owned direct subsidiaries: Evergy Kansas Central, Inc.,
Evergy Metro, Inc., Evergy Missouri West, Inc. and Evergy
Transmission Company, LLC.
Forward Looking Statements
Statements made in this press release that are not based on
historical facts are forward-looking, may involve risks and
uncertainties, and are intended to be as of the date when made.
Forward-looking statements are often accompanied by forward-looking
words such as “anticipates,” “believes,” “expects,” “estimates,”
“forecasts,” “should,” “could,” “may,” “seeks,” “intends,”
“proposed,” “projects,” “planned,” “target,” “outlook,” “remain
confident,” “goal,” “will” or other words of similar meaning.
Forward-looking statements involve risks, uncertainties and other
factors that could cause actual results to differ materially from
the forward-looking information.
In connection with the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995, the Company is providing
a number of risks, uncertainties and other factors that could cause
actual results to differ from the forward-looking information.
These risks, uncertainties and other factors include, but are not
limited to: economic and weather conditions and any impact on
sales, prices and costs; changes in business strategy or
operations; the impact of federal, state and local political,
legislative, judicial and regulatory actions or developments,
including deregulation, re-regulation, securitization and
restructuring of the electric utility industry; decisions of
regulators regarding, among other things, customer rates and the
prudency of operational decisions such as capital expenditures and
asset retirements; changes in applicable laws, regulations, rules,
principles or practices, or the interpretations thereof, governing
tax, accounting and environmental matters, including air and water
quality and waste management and disposal; the impact of climate
change, including increased frequency and severity of significant
weather events and the extent to which counterparties are willing
to do business with, finance the operations of or purchase energy
from us due to the fact that we operate coal-fired generation;
prices and availability of electricity and natural gas in wholesale
markets; market perception of the energy industry and our company;
the impact of future Coronavirus (COVID-19) variants on, among
other things, sales, results of operations, financial condition,
liquidity and cash flows, and also on operational issues, such as
supply chain issues and the availability and ability of our
employees and suppliers to perform the functions that are necessary
to operate our company; changes in the energy trading markets in
which we participate, including retroactive repricing of
transactions by regional transmission organizations and independent
system operators; financial market conditions and performance,
disruptions in the banking industry, including changes in interest
rates and credit spreads and in availability and cost of capital
and the effects on derivatives and hedges, nuclear decommissioning
trust and pension plan assets and costs; impairments of long-lived
assets or goodwill; credit ratings; inflation rates; effectiveness
of risk management policies and procedures and the ability of
counterparties to satisfy their contractual commitments; impact of
physical and cybersecurity breaches, criminal activity, terrorist
attacks, acts of war and other disruptions to our facilities or
information technology infrastructure or the facilities and
infrastructure of third-party service providers on which we rely;
impact of the Ukrainian and Middle East conflicts on the global
energy market; ability to carry out marketing and sales plans;
cost, availability, quality and timely provision of equipment,
supplies, labor and fuel; ability to achieve generation goals and
the occurrence and duration of planned and unplanned generation
outages; delays and cost increases of generation, transmission,
distribution or other projects; our ability to manage our
transmission and distribution development plans and transmission
joint ventures; the inherent risks associated with the ownership
and operation of a nuclear facility, including environmental,
health, safety, regulatory and financial risks; workforce risks,
including those related to our ability to attract and retain
qualified personnel, maintain satisfactory relationships with our
labor unions and manage costs of, or changes in, wages, retirement,
health care and other benefits; disruption, costs and uncertainties
caused by or related to the actions of individuals or entities,
such as activist shareholders or special interest groups, that seek
to influence our strategic plan, financial results or operations;
the impact of changing expectations and demands of our customers,
regulators, investors and stakeholders, including heightened
emphasis on environmental, social and governance concerns; the
possibility that strategic initiatives, including mergers,
acquisitions and divestitures, and long-term financial plans, may
not create the value that they are expected to achieve in a timely
manner or at all; difficulties in maintaining relationships with
customers, employees, regulators or suppliers; and other risks and
uncertainties.
This list of factors is not all-inclusive because it is not
possible to predict all factors. In addition, actual results may
differ materially from those contemplated in any forward-looking
statement due to other risk factors discussed under “Risk Factors”
in our Annual Report on Form 10-K for the year ended December 31,
2022. In addition, investors should consider the other information
contained or incorporated by reference in the offering memorandum.
Any forward-looking statement speaks only as of the date such
statement was made, and we do not undertake any obligation to
update any forward-looking statement to reflect events or
circumstances after the date on which such statement was made
except as required by applicable laws or regulations.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231204311131/en/
Investor Contact: Pete Flynn Director, Investor Relations
Phone: 816-652-1060 Peter.Flynn@evergy.com
Media Contact: Gina Penzig Director, Corporate
Communications Phone: 785-508-2410 Gina.Penzig@evergy.com Media
line: 888-613-0003
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