Xcel Energy Announces Cash Tender Offers for up to $110,000,000 of Outstanding First Mortgage Bonds Issued By Northern States Power Company (a Minnesota corporation)
MINNEAPOLIS, Dec. 2, 2024 /PRNewswire/ -- Xcel Energy Inc. (NASDAQ:XEL) (Xcel Energy) announced today the commencement of offers to purchase for cash (the Tender Offers) up to $110,000,000 aggregate principal amount (the Aggregate Tender Cap) of the outstanding first mortgage bonds issued by Northern States Power Company, a Minnesota corporation (NSPM), a wholly owned subsidiary of Xcel Energy, listed in the table below (the Bonds).
The table below summarizes certain information regarding the Bonds and the Tender Offers, including the acceptance priority levels (the Acceptance Priority Levels), subject to the Aggregate Tender Cap for the Bonds.
Title of | CUSIP | Expected Call Date / Maturity | Issuer | Principal | Acceptance | U.S. | Bloomberg | Fixed | Early |
2.60% First | 665772 CS6 | June 1, 2051 | Northern (a Minnesota | $700,000,000 | 1 | 4.250% | PX1 | +55 | $30 |
2.90% First | 665772 CR8 | March 1, 2050 | Northern (a Minnesota | $600,000,000 | 2 | 4.250% | PX1 | +55 | $30 |
3.20% First | 665772 CU1 | April 1, 2052 | Northern (a Minnesota | $425,000,000 | 3 | 4.250% | PX1 | +55 | $30 |
3.60% First | 665772 CQ0 | September 15, 2047 | Northern (a Minnesota | $600,000,000 | 4 | 4.625% | PX1 | +65 | $30 |
3.600% First | 665772 CP2 | May 15, 2046 | Northern (a Minnesota | $350,000,000 | 5 | 4.625% | PX1 | +65 | $30 |
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(1) | The application of the par call date, if any, will be in accordance with market practice. Specifically, if the interest rate on a particular series of Bonds is less than the applicable Offer Yield (as defined on Schedule A to the Offer to Purchase (as defined below)), then the calculation will assume that the payments of such Bonds are through the maturity date of the Bonds, and if the interest rate is greater than the applicable Offer Yield, then the calculation will assume that the payments of such Bonds are through the par call date. See Schedule A to the Offer to Purchase for an overview of the calculation of the Total Consideration (as defined below) with respect to the Bonds. |
(2) | The Tender Offers with respect to the Bonds are subject to the Aggregate Tender Cap of $110,000,000. |
(3) | Per $1,000 principal amount. |
(4) | The Total Consideration for Bonds validly tendered prior to or at the applicable Early Tender Date (as defined below) and accepted for purchase is calculated using the applicable fixed spread and is inclusive of the applicable Early Tender Payment (as defined below). |
The Tender Offers are being made pursuant to an Offer to Purchase, dated December 2, 2024 (the Offer to Purchase), which sets forth the terms and conditions of the Tender Offers. The Tender Offers will expire at 5:00 p.m., New York City time, on December 31, 2024, or any other date and time to which Xcel Energy extends such Tender Offers (such date and time, as it may be extended with respect to a Tender Offer, the Expiration Date), unless earlier terminated. Holders of Bonds must validly tender and not validly withdraw their Bonds prior to or at 5:00 p.m., New York City time, on December 13, 2024 (such date and time, as it may be extended with respect to a series of Bonds, the Early Tender Date), to be eligible to receive the applicable Total Consideration, which is inclusive of the applicable cash amount set forth in the above table under the heading "Early Tender Payment" (the Early Tender Payment), plus accrued interest. Holders of Bonds that validly tender their Bonds after the applicable Early Tender Date but prior to or at the applicable Expiration Date will only be eligible to receive the applicable Tender Offer Consideration plus accrued interest.
The applicable consideration (the Total Consideration) offered per $1,000 principal amount of Bonds of each series validly tendered and accepted for purchase pursuant to the Tender Offers will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread for such Bonds specified in the table above plus the applicable yield to maturity based on the bid-side price of the applicable U.S. Treasury Reference Security specified in the table above as quoted on the applicable page on the Bloomberg Bond Trader PX1 page at 10:00 a.m., New York City time, on December 16, 2024. The Tender Offer Consideration is equal to the Total Consideration minus the applicable Early Tender Payment.
All Bonds tendered prior to or at the applicable Early Tender Date will be accepted based on the acceptance priority levels noted in the table above, with 1 being the highest Acceptance Priority Level and 5 being the lowest Acceptance Priority Level (each, an Acceptance Priority Level and together, the Acceptance Priority Levels) and will have priority over Bonds tendered after the applicable Early Tender Date, regardless of the Acceptance Priority Levels of the Bonds tendered after the applicable Early Tender Date. If there is sufficient capacity to purchase some, but not all, of the Bonds of any series, the amount of Bonds purchased in that series may be subject to proration.
The Tender Offers will expire on the applicable Expiration Date. The settlement date for the Bonds that are validly tendered at or prior to the applicable Early Tender Date is expected to be December 18, 2024, the third business day following the applicable Early Tender Date, assuming the conditions to the satisfaction of the Tender Offers are satisfied. The settlement date for Bonds that are validly tendered after the applicable Early Tender Date and prior to or at the applicable Expiration Date is expected to be January 6, 2025, the third business day following the Expiration Date.
Bonds that are validly tendered may be validly withdrawn prior to or at, but not after, 5:00 p.m., New York City time, on December 13, 2024 (such date and time, as it may be extended with respect to a series of Bonds, the applicable Withdrawal Date). After such time Bonds may not be withdrawn unless Xcel Energy extends the Withdrawal Date.
Xcel Energy or its affiliates (including NSPM) may from time to time, after completion of the applicable Tender Offer, purchase additional Bonds in the open market, in privately negotiated transactions, through tender or exchange offers or otherwise, or NSPM may redeem Bonds that are redeemable pursuant to their terms. In addition, from time to time, including during the Tender Offers, Xcel Energy or its affiliates (including NSPM) may purchase certain of NSPM's first mortgage bonds that are not subject to the Tender Offers in the open market, in privately negotiated transactions, through tender or exchange offers, or otherwise, or NSPM may redeem such first mortgage bonds that they are permitted to redeem pursuant to their terms. Any future purchases by Xcel Energy or its affiliates (including NSPM) will depend on various factors existing at that time.
Xcel Energy's obligation to accept for purchase and to pay for the Bonds in the Tender Offers is subject to the satisfaction or waiver of a number of conditions described in the Offer to Purchase. Xcel Energy reserves the right, subject to applicable law, to (i) waive any and all conditions to any of the Tender Offers, (ii) extend or terminate any of the Tender Offers, (iii) increase or decrease the Aggregate Tender Cap, or (iv) otherwise amend any of the Tender Offers in any respect.
Information Relating to the Tender Offer
U.S. Bancorp Investments, Inc. is serving as Dealer Manager in connection with the Tender Offers. D.F. King & Co., Inc. is serving as Tender and Information Agent in connection with the Tender Offers. Copies of the Offer to Purchase or any other documents are available by contacting D.F. King & Co., Inc. via email at [email protected] or by phone at (800) 769-7666 (toll-free) or (212) 269-5550 (banks and brokers). Questions regarding the Tender Offers should be directed to U.S. Bancorp Investments, Inc., Liability Management Group at (917) 558-2756 (collect) or (800) 479-3441 (toll-free).
None of Xcel Energy, its affiliates, the Dealer Manager, D.F. King & Co., Inc. or the trustee with respect to any series of Bonds makes any recommendation to any holder whether to tender or refrain from tendering any or all of such holder's Bonds or how much they should tender, and none of them has authorized any person to make any such recommendation. Holders are urged to evaluate carefully all information in the Offer to Purchase, consult their own investment and tax advisors and make their own decisions with respect to the Tender Offers.
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities. The Tender Offers are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.
The full details of the Tender Offers, including complete instruction on how to tender Bonds, are included in the Offer to Purchase. The Offer to Purchase contains important information that should be read by holders of Bonds before making a decision to tender any Bonds. The Offer to Purchase may be obtained from D.F. King & Co., Inc., free of charge, by calling (800) 769-7666 (toll-free) or (212) 269-5550 (banks and brokers), or emailing at [email protected].
About Xcel Energy
Xcel Energy (NASDAQ:XEL) provides the energy that powers millions of homes and businesses across eight Western and Midwestern states. Headquartered in Minneapolis, the company is an industry leader in responsibly reducing carbon emissions and producing and delivering clean energy solutions from a variety of renewable sources at competitive prices.
This press release contains forward-looking statements regarding, among other things, Xcel Energy's expectations regarding the Tender Offers. Xcel Energy cannot be sure that it will complete the Tender Offers or, if it does, on what terms it will complete the Tender Offers. Forward-looking statements are based on current beliefs and expectations and are subject to inherent risks and uncertainties, including those discussed under the caption "Forward-Looking Statements" in the Offer to Purchase. The forward-looking statements speak only as of the date of release, and Xcel Energy is under no obligation to, and expressly disclaims any such obligation to update or alter its forward-looking statements, whether as the result of new information, future events or otherwise, except as may be required by law.
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