01—Abstract
Summary
Summary of the 8-K filed May 15, 2025. Cited figures are marked; the original filing is the authoritative source.
On May 15, 2025, Alliant Energy Corporation completed the private offering of $575 milliona aggregate principal amount of 3.250% Convertible Senior Notes due 2028, including the full exercise of the $75 million option granted to the initial purchasers.
The notes are senior unsecured obligations that pay interest semiannually on May 30 and November 30, beginning November 30, 2025, and mature on May 30, 2028, unless earlier converted or repurchased. The Company may not redeem the notes before maturity. Under the Indenture with The Bank of New York Mellon Trust Company, N.A., as trustee, the notes are structurally junior to all liabilities of the Company's subsidiaries and effectively junior to any secured indebtedness.
Conversions may be settled in cash up to the principal amount, with the remainder settled in cash, common stock, or a combination at the Company's election. The initial conversion rate is 13.1773 shares per $1,000b principal amount, equivalent to an initial conversion price of approximately $75.89 per share, a premium of approximately 27.5% over the May 12, 2025 closing price on Nasdaq. Holders may convert only under certain conditions before March 1, 2028, and freely thereafter until the business day before maturity.
The maximum number of shares issuable on conversion, including any make-whole adjustment, is 9,660,575. Per the May 12, 2025 pricing press release, the expected net proceeds were approximately $493.0 millionc, or $567.0 million if the option is fully exercised, and the Company intends to use them to repay or refinance debt, reduce outstanding commercial paper, or for general corporate purposes. Investors should note that the notes were sold in a Rule 144A private placement, so neither the notes nor the underlying shares are registered under the Securities Act.
02—Key points
Key Highlights
- Completed sale of $575 million of 3.250% Convertible Senior Notes due May 30, 2028, including the full $75 million over-allotment option
- Initial conversion price of approximately $75.89 per share (13.1773 shares per $1,000 principal), a premium of approximately 27.5% over the May 12, 2025 Nasdaq closing price
- Notes are senior unsecured, structurally junior to all subsidiary liabilities, and the Company may not redeem them before maturity
- Conversions may be settled in cash, shares of common stock, or a combination, at the Company's election, with cash settlement up to principal amount required
- Holders may require repurchase at 100% of principal plus accrued interest upon a Fundamental Change; make-whole share increases may apply in certain Make-Whole Fundamental Changes
- Maximum shares issuable on conversion, including any make-whole increase, is 9,660,575
- Expected net proceeds of approximately $493.0 million ($567.0 million with full option exercise) to be used for debt repayment or refinancing, commercial paper reduction, or general corporate purposes
03—Questions
Frequently Asked Questions
What are the key terms of the notes?
The notes carry a fixed 3.250% interest rate, paid semiannually on May 30 and November 30 starting November 30, 2025, and mature on May 30, 2028, unless earlier converted or repurchased. They are senior unsecured obligations issued under an Indenture dated May 15, 2025, with The Bank of New York Mellon Trust Company, N.A., as trustee.
When can holders convert their notes?
Before the close of business on the business day immediately preceding March 1, 2028, holders may convert only under certain conditions. On or after March 1, 2028, until the business day before maturity, holders may convert at any time at the then-applicable conversion rate, irrespective of those conditions.
How will conversions be settled?
The Company will pay cash up to the aggregate principal amount of the notes being converted. For any excess conversion value, it will pay or deliver cash, shares of common stock, or a combination of both, at its election.
Can the Company redeem the notes early, and what protections do holders have?
The Company may not redeem the notes before maturity. If a Fundamental Change occurs, subject to certain conditions, holders may require repurchase for cash at 100% of principal plus accrued and unpaid interest. In certain Make-Whole Fundamental Changes, the conversion rate may be increased by a specified number of shares.
Are the notes or underlying shares registered for public sale?
No. The notes were sold in a private offering to qualified institutional buyers under Rule 144A and Section 4(a)(2) of the Securities Act. Neither the notes nor the shares issuable on conversion have been registered and they may not be offered or sold in the United States absent registration or an applicable exemption.
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