KANSAS CITY, Mo.--(BUSINESS WIRE)--Great Plains Energy Incorporated (NYSE: GXP) (“Great Plains Energy” or the “Company”) announced today the pricing of its previously announced concurrent underwritten public offerings of 52,600,000 shares of its common stock at a price of $26.45 per share and 15,000,000 depositary shares, each representing a 1/20th ownership interest in a share of its 7.00% Series B Mandatory Convertible Preferred Stock, without par value (the “Mandatory Convertible Preferred Stock”), with a liquidation preference of $1,000 per share of Mandatory Convertible Preferred Stock (equivalent to $50 per depositary share), at a price of $50 per depositary share. In addition, the underwriters in each respective offering have been granted a 30-day option to purchase up to 7,890,000 additional shares of common stock and up to 2,250,000 additional depositary shares.
Great Plains Energy intends to use the net proceeds from these offerings to finance a portion of the cash consideration payable in connection with its previously announced proposed acquisition (the “Proposed Merger”) of Westar Energy, Inc. (“Westar”).
The concurrent common stock and depositary share offerings are separate public offerings made by means of separate prospectus supplements and are not contingent on one another. In addition, neither offering is or will be contingent on the consummation of the Proposed Merger.
The net proceeds from the common stock offering and the depositary shares offering will be approximately $1.35 billion and $727 million, respectively, in each case after deducting the underwriting discount and estimated offering expenses. The concurrent offerings are expected to close on October 3, 2016, subject to customary closing conditions.
Goldman, Sachs & Co. is acting as lead book-running manager for the concurrent offerings. BofA Merrill Lynch and J.P. Morgan are joint book-running managers for the common stock offering, and Barclays and Wells Fargo Securities are joint book-running managers for the depositary shares offering.
Each depositary share entitles the holder of such depositary share, through the bank depositary, to a proportional fractional interest in the rights and preferences of the Mandatory Convertible Preferred Stock, including conversion, dividend, liquidation and voting rights, subject to the terms of the deposit agreement. Unless previously converted or redeemed, on or around September 15, 2019, each then outstanding share of Mandatory Convertible Preferred Stock will automatically convert into between 31.5060 and 37.8080 shares of the Company’s common stock (and correspondingly, the conversion rate for each depositary share will be between 1.5753 and 1.8904 shares of the Company’s common stock), subject to customary anti-dilution adjustments, depending on the volume-weighted average price of the Company’s common stock over a 20 consecutive trading day averaging period prior to that date. Dividends on the Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by the Company’s board of directors, at an annual rate of 7.00% on the liquidation preference of $1,000 per share of Mandatory Convertible Preferred Stock (or $50 per depositary share), on each March 15, June 15, September 15 and December 15 of each year, commencing on December 15, 2016 and ending on, and including, September 15, 2019.
Currently, no public market exists for the depositary shares. Great Plains Energy intends to apply to list the depositary shares on the New York Stock Exchange under the symbol “GXPPRB.” If the application is approved, Great Plains Energy expects trading of the depositary shares on the New York Stock Exchange to commence within 30 days after the initial delivery of the depositary shares.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy any shares of common stock, any depositary shares or any other securities, nor will there be any sale of common stock, depositary shares or any other 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 any such state or jurisdiction.
Each offering is being made under Great Plains Energy’s effective shelf registration statement, as amended, filed with the Securities Exchange Commission (the “SEC”). Each offering is being made only by means of a prospectus supplement and accompanying prospectus. Copies of the prospectus supplements and accompanying prospectus related to the offerings will be available on the SEC's website at http://www.sec.gov and may be obtained from Goldman, Sachs & Co., c/o Prospectus Department, 200 West Street, New York, NY 10282, by calling (866) 471-2526 or by email at firstname.lastname@example.org.
About Great Plains Energy
Headquartered in Kansas City, Mo., Great Plains Energy Incorporated (NYSE: GXP) is the holding company of Kansas City Power & Light Company and KCP&L Greater Missouri Operations Company, two of the leading regulated providers of electricity in the Midwest. Kansas City Power & Light Company and KCP&L Greater Missouri Operations Company use KCP&L as a brand name.
Statements made in this release that are not based on historical facts are forward-looking, may involve risks and uncertainties, and are intended to be as of the date when made. In some cases, you can identify forward-looking statements by use of the words “may,” “should,” “expect,” “plan,” “anticipate,” “estimate,” “predict,” “potential” or “continue.” Forward-looking statements include, but are not limited to, statements relating to the Proposed Merger, the outcome of regulatory proceedings, cost estimates of capital projects and other matters affecting future operations. These forward-looking statements are based on assumptions, expectations and assessments made by the Company’s management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Any forward-looking statements are not guarantees of the Company’s future performance and are subject to risks and uncertainties, including those discussed in the Company’s filings with the SEC. These risks and uncertainties could cause actual results, developments and business decisions to differ materially from those contemplated or implied by forward-looking statements. Consequently, you should recognize these statements for what they are and we caution you not to rely upon them as facts. The Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all forward-looking statements. Some of the factors that may cause actual results, developments and business decisions to differ materially from those contemplated by these forward-looking statements include the following: future economic conditions in regional, national and international markets and their effects on sales, prices and costs; prices and availability of electricity in regional and national wholesale markets; market perception of the energy industry and the Company; changes in business strategy, operations or development plans; the outcome of contract negotiations for goods and services; effects of current or proposed state and federal legislative and regulatory actions or developments, including, but not limited to, deregulation, re-regulation and restructuring of the electric utility industry; decisions of regulators regarding rates the Company can charge for electricity; adverse changes in applicable laws, regulations, rules, principles or practices governing tax, accounting and environmental matters including, but not limited to, air and water quality; financial market conditions and performance including, but not limited to, changes in interest rates and credit spreads and in availability and cost of capital and the effects on derivatives and hedges, nuclear decommissioning trust and pension plan assets and costs; impairments of long-lived assets or goodwill; credit ratings; inflation rates; effectiveness of risk management policies and procedures and the ability of counterparties to satisfy their contractual commitments; impact of terrorist acts, including, but not limited to, cyber terrorism; ability to carry out marketing and sales plans; weather conditions including, but not limited to, weather-related damage and their effects on sales, prices and costs; cost, availability, quality and deliverability of fuel; the inherent uncertainties in estimating the effects of weather, economic conditions and other factors on customer consumption and financial results; ability to achieve generation goals and the occurrence and duration of planned and unplanned generation outages; delays in the anticipated in-service dates and cost increases of generation, transmission, distribution or other projects; Great Plains Energy’s ability to successfully manage transmission joint ventures or to integrate or restructure the transmission joint ventures of Westar; the inherent risks associated with the ownership and operation of a nuclear facility including, but not limited to, environmental, health, safety, regulatory and financial risks; workforce risks including, but not limited to, increased costs of retirement, health care and other benefits; the ability of Great Plains Energy to obtain the regulatory approvals necessary to complete the Proposed Merger; the risk that a condition to the closing of the Proposed Merger or the committed debt or equity financing may not be satisfied or that the Proposed Merger may fail to close; the failure to obtain, or to obtain on favorable terms, any equity, debt or equity-linked financing necessary to complete or permanently finance the Proposed Merger, including these offerings, and the costs of such financing; the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted relating to the Proposed Merger; the costs incurred to consummate the Proposed Merger; the possibility that the expected value creation from the Proposed Merger will not be realized, or will not be realized within the expected time period; the credit ratings of Great Plains Energy following the Proposed Merger; disruption from the Proposed Merger making it more difficult to maintain relationships with customers, employees, regulators or suppliers and the diversion of management time and attention on the proposed transactions; and other risks and uncertainties.
This list of factors is not all-inclusive because it is not possible to predict all factors. Additional risks and uncertainties will be discussed in the prospectus supplements and accompanying prospectuses that Great Plains Energy will file with the SEC in connection with the proposed offerings. Other risk factors are detailed in Great Plains Energy’s quarterly reports on Form 10-Q and annual report on Form 10-K filed with the SEC. Each forward-looking statement speaks only as of the date of the particular statement. Great Plains Energy undertakes no obligation and disclaims any duty to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.