Pinnacle West Announces Proposed Offering of $450 Million of Convertible Senior Notes Due 2027
2024年6月3日 - 7:49PM
ビジネスワイヤ(英語)
Pinnacle West Capital Corp. (NYSE: PNW) (“Pinnacle West”)
announced today that it intends to offer, subject to market and
other conditions, $450 million aggregate principal amount of its
convertible senior notes due 2027 (the “convertible notes”) in a
private placement under the Securities Act of 1933, as amended (the
“Securities Act”). Pinnacle West also intends to grant the initial
purchasers of the convertible notes an option to purchase, within a
13-day period from, and including, the date on which the
convertible notes are first issued, up to an additional $67.5
million aggregate principal amount of the convertible notes.
Pinnacle West intends to use the net proceeds from the offering
of the convertible notes for general corporate purposes, which may
include repayment or refinancing of debt, working capital and
investments in its operating subsidiary, Arizona Public Service
Company.
The convertible notes will be senior unsecured obligations of
Pinnacle West and will be convertible at the option of the holders
of such convertible notes upon satisfaction of certain conditions
and during certain periods. Interest will be payable semiannually
in arrears. Pinnacle West will settle conversions of the
convertible notes by paying cash up to the aggregate principal
amount of the convertible notes to be converted and paying or
delivering, as the case may be, cash, shares of its common stock,
no par value, or a combination of cash and shares of its 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 convertible notes being converted. The interest rate, the
initial conversion rate, and other terms of the convertible notes
will be determined by negotiations between Pinnacle West and the
initial purchasers of the convertible notes.
The offering is being made to persons reasonably believed to be
qualified institutional buyers pursuant to Rule 144A under the
Securities Act. Any offers of the convertible notes will be made
only by means of a private offering memorandum. None of the
convertible notes or any shares of the common stock issuable upon
conversion of the convertible notes have been or are expected to be
registered under the Securities Act or any state securities laws
and, unless so registered, may not be offered or sold in the United
States or to U.S. persons except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and applicable state securities laws. No
assurance can be made that the offering of the convertible notes
will be completed on its anticipated terms, or at all.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor will 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 any such
state or jurisdiction.
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 Company, the company provides retail
electricity service to approximately 1.4 million Arizona homes and
businesses.
FORWARD-LOOKING STATEMENTS
This press release may contain statements that constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements
concerning the timing and completion of the offering of the
convertible notes and the anticipated use of proceeds from the
offering. 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 Company (“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/20240528211061/en/
Media Contact: Alan Bunnell (602) 250-3376 Analyst Contact:
Amanda Ho (602) 250-3334
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