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Pinnacle West Capital logoPinnacle West Capital PNW

Pinnacle West entered into an Equity Distribution Agreement on November 8, 2024 with BofA Securities and 8 other managers, under which it may sell common stock from time to time with an aggregate gross sales price of up to $900,000,000.

8-K/AEntry into a Material Definitive Agreement (amended)Amended filingFiled Period of report Summary published (UTC)

Key points

AI summary
  1. Pinnacle West entered into an Equity Distribution Agreement on November 8, 2024 with BofA Securities and 8 other managers, under which it may sell common stock from time to time with an aggregate gross sales price of up to $900,000,000.

  2. The company said sales may be made in a manner that qualifies as an "at the market offering" under Rule 415, and that each manager will receive a commission of up to 1% of the aggregate gross sales price per share for shares it sells.

  3. The company said it may enter into Forward Sale Agreements with forward purchasers under Master Forward Confirmations, and that it expects to fully physically settle each agreement by delivering shares on or before its maturity date.

  4. The company said it intends to use the net proceeds from share sales and from settlement of Forward Sale Agreements to invest in Arizona Public Service Company (APS) to fund capital expenditures, to repay all or part of the company's or APS's commercial paper, and 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.

Pinnacle West Enters Up to $900,000,000 Equity Distribution Agreement

Pinnacle West entered into an Equity Distribution Agreement on November 8, 2024 with BofA Securities and 8 other managers, under which it may sell common stock from time to time with an aggregate gross sales price of up to $900,000,000.

Source · Based on the filing body and exhibits

Sales Method and Manager Commission of Up to 1%

The company said sales may be made in a manner that qualifies as an "at the market offering" under Rule 415, and that each manager will receive a commission of up to 1% of the aggregate gross sales price per share for 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 with forward purchasers under Master Forward Confirmations, and that it expects to fully physically settle each agreement by delivering shares on or before its maturity date.

Source · Based on the filing body and exhibits

Use of Net Proceeds

The company said it intends to use the net proceeds from share sales and from settlement of Forward Sale Agreements to invest in Arizona Public Service Company (APS) to fund capital expenditures, to repay all or part of the company's or APS's commercial paper, and 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.