Xcel Energy Announces Pricing Terms of Cash Tender Offers for Certain Outstanding First Mortgage Bonds Issued by Northern States Power Company (a Minnesota corporation)
MINNEAPOLIS, Dec. 19, 2025 (GLOBE NEWSWIRE) -- Xcel Energy Inc. (NASDAQ:XEL) (Xcel Energy) announced today the pricing terms of its previously announced three separate offers (each an Offer and, together, the Offers) to purchase for cash up to $345,000,000 aggregate principal amount of three series of first mortgage bonds (the Bonds) issued by Northern States Power Company, a Minnesota corporation and a wholly owned subsidiary of Xcel Energy.
The Offers are made upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 15, 2025 relating to the Bonds (the Offer to Purchase) and the accompanying notice of guaranteed delivery (the Notice of Guaranteed Delivery and, together with the Offer to Purchase, the Tender Offer Documents). Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase.
Set forth in the table below is the applicable Total Consideration (as defined below) for each series of Bonds, as calculated as of 10:00 a.m. (New York City time) today, December 19, 2025, in accordance with the Offer to Purchase.
| Acceptance Priority Level(1) | Title of Security | CUSIP Number | Par Call Date (2) | Maturity Date | Principal Amount Outstanding | Reference Security(3) | Bloomberg Reference Page | Reference Yield | Fixed Spread(3) | Offer Yield | Total Consideration(2) (3) | ||
| 1 | 3.600% First Mortgage Bonds, Series due May 15, 2046 | 665772 CP2 | November 15, 2045 | May 15, 2046 | $350,000,000(4) | 4.625% UST due November 15, 2045 | PX1 | 4.788% | +45 bps | 5.238% | $796.20 | ||
| 2 | 4.00% First Mortgage Bonds, Series due August 15, 2045 | 665772 CN7 | February 15, 2045 | August 15, 2045 | $300,000,000 | 4.625% UST due November 15, 2045 | PX1 | 4.788% | +45 bps | 5.238% | $849.20 | ||
| 3 | 4.125% First Mortgage Bonds, Series due May 15, 2044 | 665772 CL1 | November 15, 2043 | May 15, 2044 | $300,000,000 | 4.625% UST due November 15, 2045 | PX1 | 4.788% | +45 bps | 5.238% | $869.57 | ||
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(1) Subject to the satisfaction or waiver of the conditions of the Offers described in the Offer to Purchase, if the Maximum Purchase Condition (as defined in the Offer to Purchase) is not satisfied with respect to every series of Bonds, we will accept Bonds for purchase in the order of their respective Acceptance Priority Level specified in the table above (each, an Acceptance Priority Level, with 1 being the highest Acceptance Priority Level and 3 being the lowest Acceptance Priority Level). It is possible that a series of Bonds with a particular Acceptance Priority Level will not be accepted for purchase even if one or more series with a higher or lower Acceptance Priority Level are accepted for purchase.
(2) For each series of Bonds in respect of which a par call date is indicated, the calculation of the applicable Total Consideration has been performed taking into account such par call date. See Annex A to the Offer to Purchase for an overview of the calculation of the Total Consideration (including the par call detail).
(3) The Total Consideration for each series of Bonds (such consideration, the Total Consideration) payable per each $1,000 principal amount of such series of Bonds validly tendered for purchase has been based on the applicable Fixed Spread specified in the table above for such series of Bonds, plus the applicable Reference Yield specified in the table above based on the bid-side price of the applicable U.S. Treasury Reference Security specified in the table above as quoted on the applicable Bloomberg page as of 10:00 a.m. (New York City time) today, December 19, 2025. The sum of the Fixed Spread and the Reference Yield is referred to as the Offer Yield. The formula for determining the Total Consideration is set forth on Annex A to the Offer to Purchase. The Total Consideration does not include the applicable Accrued Coupon Payment (as defined below), which will be payable in cash in addition to the applicable Total Consideration.
(4) Includes $5,433,000 principal amount of such Bonds currently held by Xcel Energy that are not subject to the Offer with respect to such series.
The Offers will each expire at 5:00 p.m. (New York City time) on December 19, 2025, unless extended or earlier terminated (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the Expiration Date). Bonds tendered for purchase may be validly withdrawn at any time at or prior to 5:00 p.m. (New York City time) on December 19, 2025, unless extended or earlier terminated with respect to any Offer.
For holders of Bonds (Holders) who deliver a Notice of Guaranteed Delivery and all other required documentation at or prior to the Expiration Date, upon the terms and subject to the conditions set forth in the Tender Offer Documents, the deadline to validly tender Bonds using the Guaranteed Delivery Procedures (as defined in the Offer to Purchase) will be the second business day after the Expiration Date and is expected to be 5:00 p.m. (New York City time) on December 23, 2025, unless extended with respect to any Offer.
The settlement date will be the third business day after the Expiration Date and is expected to be December 24, 2025 (the Settlement Date), unless extended with respect to any Offer.
Upon the terms and subject to the conditions set forth in the Offer to Purchase, Holders whose Bonds are accepted for purchase in the Offers will receive the applicable Total Consideration for each $1,000 principal amount of such Bonds in cash on the Settlement Date.
In addition to the applicable Total Consideration, Holders whose Bonds are accepted for purchase will receive a cash payment equal to the accrued and unpaid interest on such Bonds from and including the immediately preceding interest payment date for such Bonds to, but excluding, the Settlement Date (the Accrued Coupon Payment). The Accrued Coupon Payment in respect of Bonds accepted for purchase will be calculated in accordance with the terms of such Bonds. Interest will cease to accrue on the Settlement Date for all Bonds accepted in the Offers. Under no circumstances will any interest be payable because of any delay in the transmission of funds to Holders by the Depository Trust Company (DTC) or its participants.
The Offers are subject to the satisfaction of the conditions set forth in the Offer to Purchase and certain other conditions. Xcel Energy reserves the right, subject to applicable law, to waive any and all conditions to any Offer. If any of the conditions is not satisfied, Xcel Energy is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Bonds, in each event subject to applicable laws, and may terminate or alter any or all of the Offers. The Offers are not conditioned on the tender of any aggregate minimum principal amount of Bonds of any series (subject to minimum denomination requirements as set forth in the Offer to Purchase), and none of the Offers is conditioned on the consummation of any of the other Offers.
If Xcel Energy terminates any Offer with respect to one or more series of Bonds, it will give prompt notice to the Information and Tender Agent, and all Bonds tendered pursuant to such terminated Offer will be promptly returned to the tendering Holders thereof.
Holders are advised to check with any bank, securities broker or other intermediary through which they hold Bonds as to when such intermediary would need to receive instructions from a beneficial owner in order for that Holder to be able to participate in, or withdraw their instruction to participate in the Offers before the deadlines specified herein and in the Offer to Purchase. The deadlines set by any such intermediary and DTC for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the Offer to Purchase.
Information Relating to the Tender Offer
U.S. Bancorp Investments, Inc. is serving as Dealer Manager in connection with the Offers. D.F. King & Co., Inc. is serving as Tender and Information Agent in connection with the Offers. Questions regarding the terms and conditions for the Offers should be directed to U.S. Bancorp Investments, Inc., at (917) 558-2756 (collect) or (800) 479-3441 (toll-free). Copies of the Offer to Purchase or any other documents are available at www.dfking.com/XCEL or by contacting D.F. King & Co., Inc. via email at [email protected] or by phone at (888) 887-0082 (toll-free) or (646) 759-4552 (banks and brokers).
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 Offers.
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities. The 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 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 (888) 887-0082 (toll-free) or (646) 759-4552 (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 Offers. Xcel Energy cannot be sure that it will complete the Offers or, if it does, on what terms it will complete the 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 "Cautionary Statement Regarding 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.
