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Pinnacle West Capital logoPinnacle West Capital PNW

The company entered into an Equity Distribution Agreement on November 8, 2024 with BofA Securities, Inc. and 8 other managers. It covers the sale from time to time of common stock, no par value, for an aggregate gross sales price of up to $900,000,000.

8-KEntry into a Material Definitive AgreementFiled Period of report Summary published (UTC)

Key points

AI summary
  1. The company entered into an Equity Distribution Agreement on November 8, 2024 with BofA Securities, Inc. and 8 other managers. It covers the sale from time to time of common stock, no par value, for an aggregate gross sales price of up to $900,000,000.

  2. The company said sales under the agreement may be made as an at-the-market offering as defined in Rule 415 and by other methods. Each manager will receive a commission of up to 1% of the gross sales price of the shares it sells.

  3. The company said it may enter into Forward Sale Agreements. The Forward Sellers will not initially pay the company any proceeds from the sale of borrowed shares. The company said it expects to physically settle the agreements by delivering shares and to receive net cash proceeds at settlement.

  4. The company said it plans to use the net proceeds from share sales and from settlement of Forward Sale Agreements to invest in APS to fund capital expenditures, to repay commercial paper outstanding at the company or APS, or for general corporate purposes.

Summary

AI-written

Analysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Up to $900,000,000 Equity Distribution Agreement for Share Sales

The company entered into an Equity Distribution Agreement on November 8, 2024 with BofA Securities, Inc. and 8 other managers. It covers the sale from time to time of common stock, no par value, for an aggregate gross sales price of up to $900,000,000.

Source · Based on the filing body and exhibits

Sales Methods and Manager Commission Terms

The company said sales under the agreement may be made as an at-the-market offering as defined in Rule 415 and by other methods. Each manager will receive a commission of up to 1% of the gross sales price of the shares it sells.

Source · Based on the filing body and exhibits

Forward Sale Agreement Structure and Settlement

The company said it may enter into Forward Sale Agreements. The Forward Sellers will not initially pay the company any proceeds from the sale of borrowed shares. The company said it expects to physically settle the agreements by delivering shares and to receive net cash proceeds at settlement.

Source · Based on the filing body and exhibits

Use of Net Proceeds

The company said it plans to use the net proceeds from share sales and from settlement of Forward Sale Agreements to invest in APS to fund capital expenditures, to repay commercial paper outstanding at the company or APS, or for general corporate purposes.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.