Xcel Energy Announces Closing of Common Stock Offering with a Forward Component

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Xcel Energy Announces Closing of Common Stock Offering with a Forward Component

11/13/2018

MINNEAPOLIS--(BUSINESS WIRE)-- Xcel Energy Inc. (NASDAQ: XEL) (Xcel Energy) announced today the closing of its registered underwritten offering of 9,359,103 shares of its common stock in connection with the forward sale agreements described below, which included the underwriters’ full exercise of their option to purchase an additional 1,220,752 shares of Xcel Energy’s common stock. Morgan Stanley and Wells Fargo Securities acted as joint book-running managers for the offering.

The closing will result in approximately $458.6 million of net proceeds, before expenses (assuming each forward sale agreement is physically settled based on the initial forward sale price per share of $49.00, as described more fully below).

In connection with the offering, Xcel Energy entered into forward sale agreements with Morgan Stanley & Co. LLC (the forward purchaser) under which Xcel Energy agreed to issue and sell to the forward purchaser an aggregate of 9,359,103 shares of its common stock at the initial forward sale price of $49.00.

Settlement of the forward sale agreements is expected to occur on or prior to February 7, 2020. Upon any physical settlement of each forward sale agreement, Xcel Energy will issue and deliver to the forward purchaser shares of Xcel Energy’s common stock in exchange for cash proceeds per share, based on the initial forward sale price of $49.00. The initial forward sale price will be subject to certain adjustments as provided in the relevant forward sale agreement. Xcel Energy may, subject to certain conditions, elect cash settlement or net share settlement for all or a portion of its rights or obligations under the forward sale agreements.

In connection with the forward sale agreements, the forward purchaser borrowed from third-party lenders and sold to the underwriters 9,359,103 shares of Xcel Energy’s common stock at the close of the offering.

If Xcel Energy elects physical settlement of the forward sale agreements, it expects to use the net proceeds for general corporate purposes, which may include capital contributions to its utility subsidiaries, acquisitions, and/or, repayment of commercial paper, outstanding loans under its revolving credit facility or other debt.

The offering was made pursuant to Xcel Energy’s effective shelf registration statement with the Securities and Exchange Commission (SEC). The preliminary prospectus supplement and the accompanying prospectus related to the offering are available on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the offering may be obtained from the joint book-running managers for the offering:

Morgan Stanley & Co. LLC
180 Varick St., 2^nd Floor
New York, New York 10014
Attn: Prospectus Department

Wells Fargo Securities, LLC
375 Park Avenue
New York, New York 10152
Attn: Equity Syndicate Department
Telephone: (800) 326-5897
Email: cmclientsupport@wellsfargo.com

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which the offer, solicitation or sale of these securities would be unlawful prior to registration or qualification under the securities laws of any jurisdiction. The offering of these securities will be made only by means of a prospectus and a related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

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 its planned offer and sale of common stock and the use of the net proceeds from any such sale. Xcel Energy cannot be sure that we will complete the offering or, if it does, on what terms we will complete it. 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 prospectus supplement. In addition, Xcel Energy management retains broad discretion with respect to the allocation of net proceeds of the planned offering. The forward-looking statements speak only as 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.