PHOENIX - Pinnacle West Capital Corp. (NYSE: NYSE:PNW), the Phoenix-based energy holding company, has announced a registered public offering of $650 million of its common stock. The company has also provided underwriters an option to purchase an additional $97.5 million worth of stock. This move, contingent on market conditions, involves forward sale agreements with major financial institutions.
The underwriters for the offering include Barclays (LON:BARC), Citigroup, Mizuho, and Wells Fargo (NYSE:WFC) Securities. They may sell the common stock on the New York Stock Exchange, over-the-counter markets, through negotiated transactions, or at prices related to the prevailing market.
Pinnacle West plans to enter into forward sale agreements with Mizuho Markets Americas LLC and Wells Fargo Bank, National Association. Under these agreements, the company will agree to sell shares of its stock to the forward purchasers at an initial forward sale price per share, subject to adjustments. Around $650 million of Pinnacle West’s common stock is expected to be borrowed and sold to the underwriters by the forward sellers.
The settlement of these forward sale agreements is projected to occur by September 4, 2025. Pinnacle West may opt for physical settlement, cash settlement, or net share settlement, depending on certain conditions. Initially, no proceeds from the sale of shares by the forward sellers to the underwriters will go to Pinnacle West. If the company chooses physical settlement, it expects to invest the net proceeds in its principal subsidiary, Arizona Public Service Company, for capital expenditures and general corporate purposes.
The offering is part of a shelf registration statement filed with the Securities and Exchange Commission (SEC). A preliminary prospectus supplement related to the offering will be filed with the SEC and made available on its website.
Pinnacle West, with consolidated assets of nearly $25 billion, operates primarily through Arizona Public Service, providing electricity to about 1.4 million homes and businesses in Arizona. The company's forward-looking statements suggest caution, as actual results may differ from current expectations due to various factors.
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