-Evergy, Inc. (NASDAQ: EVRG) (“Evergy” or the “Company”) today announced its intention to offer, subject to market conditions and other factors, $1,100,000,000 aggregate principal amount of its convertible notes due 2027 (the “Notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company also expects to grant the initial purchasers of the Notes an option to purchase, within a 13-day period beginning on, and including, the initial closing date of the offering, up to an additional $200,000,000 aggregate principal amount of the Notes.
The Company intends to use the net proceeds from the offering (i) to repay the $500 million outstanding under the Company’s unsecured term loan facility due 2024, (ii) to repay a portion of its commercial paper borrowings and (iii) for general corporate purposes.
The Notes will be senior unsecured obligations of the Company. The Notes will mature on December 15, 2027, unless earlier converted or repurchased. The Notes are expected to pay interest semiannually in arrears. The Company will satisfy any conversion by paying cash up to the aggregate principal amount of the Notes to be converted and by paying or delivering, as the case may be, cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock, at its election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the Notes being converted. Prior to September 15, 2027, the Notes may be converted at the option of the holders only upon the occurrence of specified events and during certain periods, and thereafter until the close of business on the business day immediately preceding the maturity date, the Notes may be converted at any time. The Company may not redeem the Notes prior to the maturity date. The interest rate, the initial conversion rate and the other terms of the Notes will be determined upon pricing of the offering by negotiations between the Company and the initial purchasers of the Notes.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Any offers of the Notes will be made only by means of a private offering memorandum. The Notes and any shares of the Company’s common stock issuable upon conversion thereof have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements. The Notes being offered have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the private offering memorandum.
