Summary
Xcel Energy Inc. filed an 8-K on August 9, 2010, to report on a significant stock offering and related forward agreements. The company entered into an Underwriting Agreement for the sale of 19 million shares of common stock, with an additional 2.85 million shares available to cover over-allotments. These shares were to be borrowed and delivered by a Forward Seller, with Xcel Energy potentially issuing its own shares if the Forward Seller could not fulfill the borrowing. Crucially, Xcel Energy also entered into forward agreements with a Forward Counterparty (Bank of America, N.A. as indicated in exhibits) for the forward sale of a number of shares equivalent to those being sold by the underwriters. Settlement of these forward agreements is expected within approximately 10 months, with Xcel Energy having the option for cash or net share settlement. The initial forward sale price was set at $20.855 per share. This transaction indicates Xcel Energy's strategy to raise capital through equity while managing potential dilution via forward contracts.
Key Highlights
- 1Xcel Energy Inc. entered into an Underwriting Agreement to sell 19,000,000 shares of its common stock.
- 2An additional option for 2,850,000 shares was exercised by the underwriters to cover over-allotments.
- 3The shares sold were initially borrowed by a Forward Seller, with Xcel Energy having an obligation to issue shares if the Forward Seller could not procure them.
- 4Xcel Energy entered into forward agreements for the forward sale of a number of shares equal to those being sold by the underwriters.
- 5Settlement for the forward agreements is expected within approximately 10 months of the underwriting agreement.
- 6Xcel Energy has the option for cash or net share settlement for the forward agreements.
- 7The initial forward sale price was set at $20.855 per share, subject to adjustment.