Xcel Energy Inc. (NASDAQ: XEL) (Xcel Energy) announced today the
early results of its previously announced offers to purchase for
cash (the Tender Offers) in the order of priority set forth in the
table below up to $110,000,000 aggregate principal amount (the
Aggregate Tender Cap) of certain outstanding first mortgage bonds
issued by Northern States Power Company, a Minnesota corporation
(NSPM), a wholly owned subsidiary of Xcel Energy (the Bonds),
pursuant to an Offer to Purchase, dated December 2, 2024 (the Offer
to Purchase). Xcel Energy also announced that it anticipates
increasing the Aggregate Tender Cap depending on the bid-side price
of the applicable “U.S. Treasury Reference Security” to be
determined at 10:00 a.m., New York City time, later today, December
16, 2024. Even if Xcel Energy increases the Aggregate Tender Cap,
Xcel Energy does not expect to accept for purchase Bonds of any
series other than the 2051 Bonds (as defined below). The terms and
conditions of the Tender Offers are described in the Offer to
Purchase and remain unchanged, except as described in this press
release.
The table below summarizes certain information regarding the
Bonds and the Tender Offers according to information provided by
D.F. King & Co., Inc.:
Title of Security
CUSIP Number
Issuer
Principal Amount
Outstanding
Acceptance Priority
Level(1)
Principal Amount
Tendered
2.60% First Mortgage Bonds,
Series due June 1, 2051
(the 2051 Bonds)
665772 CS6
Northern States Power Company
(a Minnesota corporation)
$700,000,000
1
$440,456,000
2.90% First Mortgage Bonds,
Series due March 1, 2050
665772 CR8
Northern States Power Company
(a Minnesota corporation)
$600,000,000
2
(2)
3.20% First Mortgage Bonds,
Series due April 1, 2052
665772 CU1
Northern States Power Company
(a Minnesota corporation)
$425,000,000
3
3.60% First Mortgage Bonds,
Series due September 15, 2047
665772 CQ0
Northern States Power Company
(a Minnesota corporation)
$600,000,000
4
3.600% First Mortgage Bonds,
Series due May 15, 2046
665772 CP2
Northern States Power Company
(a Minnesota corporation)
$350,000,000
5
_______________
(1)
The Tender Offers with respect to the
Bonds are subject to the Aggregate Tender Cap.
(2)
Even if Xcel Energy increases the
Aggregate Tender Cap, Xcel Energy does not expect to accept for
purchase Bonds of any series other than the 2051 Bonds.
The amount of Bonds accepted for purchase will be determined
pursuant to the terms and conditions of the Tender Offers as set
forth in the Offer to Purchase. Bonds not accepted for purchase
will be promptly credited to the account of the registered holder
of such Bonds with The Depository Trust Company and otherwise
returned in accordance with the Offer to Purchase.
Holders of Bonds that were validly tendered and not validly
withdrawn on or prior to the Early Tender Date and that are
accepted for purchase are eligible to receive the Total
Consideration, which includes an early tender payment of $30 per
$1,000 principal amount of Bonds validly tendered and not validly
withdrawn by such holders and accepted for purchase by Xcel Energy
(the Early Tender Payment). The Total Consideration offered per
$1,000 principal amount of Bonds 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 fixed
spread for such Bonds specified in the table above plus the yield
to maturity based on the bid-side price of the U.S. Treasury
Reference Security as quoted on the page on the Bloomberg Bond
Trader PX1 page at 10:00 a.m., New York City time, today. Accrued
and unpaid interest up to, but not including, the settlement date
will be paid in cash on all validly tendered Bonds accepted and
purchased by Xcel Energy in the Tender Offers. Xcel Energy expects
to issue a press release today, December 16, 2024, to announce the
Reference Yield that will be used in determining the Total
Consideration payable in connection with the Tender Offers as well
as the final principal amount accepted and the final upsize amount,
if applicable. The settlement date for the Bonds accepted for
purchase by Xcel Energy in connection with the Early Tender Date is
expected to be December 18, 2024. In accordance with the terms of
the Tender Offers, the withdrawal date was 5:00 p.m., New York City
time, on December 13, 2024. As a result, tendered Bonds may no
longer be withdrawn, except in certain limited circumstances where
additional withdrawal rights are required by law.
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, unless earlier terminated. Even
if Xcel Energy increases the Aggregate Tender Cap, Xcel Energy does
not expect to accept for purchase any tender of Bonds after the
Early Tender Date because the amount of Bonds validly tendered and
not validly withdrawn at or prior to the Early Tender Date exceeds
the Aggregate Tender Cap.
Xcel Energy or its affiliates (including NSPM) may from time to
time, after completion of the applicable Tender Offers, purchase
additional Bonds in the open market, in privately negotiated
transactions, through one or more additional tender or exchange
offers, or otherwise, or NSPM may redeem Bonds that it is permitted
to redeem 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 it is 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 Xcel@dfking.com 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
Xcel@dfking.com.
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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version on businesswire.com: https://www.businesswire.com/news/home/20241216097890/en/
For more information, contact: Paul Johnson, Vice President,
Treasury & Investor Relations (612) 215-4535 Roopesh Aggarwal,
Senior Director - Investor Relations (303) 571-2855
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