Xcel Energy Inc. (NASDAQ: XEL) has announced the launch of a registered underwritten offering to sell $1.2 billion in shares of its common stock. Under specific conditions, these shares are expected to be borrowed by the forward purchasers (or their affiliates) from third parties, who will then sell them to underwriters as part of the forward sale agreements. Barclays and BofA Securities are serving as joint book-running managers for the offering. The underwriters may sell the common stock through various methods, including transactions on the Nasdaq Stock Market, in the over-the-counter market, negotiated transactions, or at prevailing market prices.
As part of the offering, Xcel Energy plans to enter into separate forward sale agreements with Barclays Bank PLC and Bank of America, N.A., in which Xcel will agree to sell shares at an initial forward sale price corresponding to the price at which underwriters purchase the shares, subject to certain adjustments at the time of physical settlement. Additionally, the underwriters will have a 30-day option to acquire up to an extra $180 million worth of shares under the same terms. If this option is exercised, Xcel may opt to enter into further forward sale agreements regarding these additional shares or sell them directly to the underwriters.
The settlement of these forward sale agreements is anticipated to occur by June 30, 2026. Xcel Energy may choose cash or net share settlement for some or all of its obligations under these agreements, depending on certain conditions.
Should Xcel Energy opt for physical settlement, it intends to utilize the net proceeds for general corporate purposes, which could include capital contributions to its utility subsidiaries, acquisitions, or repaying short-term debt.
This offering is made under Xcel Energy’s effective shelf registration statement filed with the Securities and Exchange Commission (SEC). The preliminary prospectus supplement and accompanying prospectus for the offering will be accessible on the SEC’s website at www.sec.gov. Copies can also be obtained from the joint book-running managers involved in the offering.
