Xcel Energy Announces Upsizing and Results of Cash Tender Offers for Certain Outstanding First Mortgage Bonds Issued by Northern States Power Company (a Minnesota corporation)
MINNEAPOLIS, Dec. 22, 2025 (GLOBE NEWSWIRE) — Xcel Energy Inc. (NASDAQ: XEL) (Xcel Energy) announced today (i) the results of its previously announced three separate offers (each an Offer and, together, the Offers) to purchase for cash three series of first mortgage bonds (the Bonds) issued by Northern States Power Company, a Minnesota corporation and a wholly owned subsidiary of Xcel Energy and (ii) that it has amended the Offers by waiving the Maximum Purchase Condition, allowing Xcel Energy to accept all Bonds tendered in full.
The Offers were made upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 15, 2025 relating to the Bonds (the Offer to Purchase) and the accompanying notice of guaranteed delivery (the Notice of Guaranteed Delivery and, together with the Offer to Purchase, the Tender Offer Documents). Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase.
The Offers expired at 5:00 p.m. (New York City time) on December 19, 2025 (the Expiration Date). The settlement date will be the third business day after the Expiration Date and will be December 24, 2025 (the Settlement Date).
According to information provided by D.F. King & Co, Inc., the Information and Tender Agent in connection with the Offers, $506,684,000 combined aggregate principal amount of Bonds were validly tendered prior to or at the Expiration Date and not validly withdrawn. All such Bonds have been accepted for purchase. In addition, $2,492,000 combined aggregate principal amount of Bonds were tendered pursuant to the Guaranteed Delivery Procedures and remain subject to the Holders’ (as defined in the Offer to Purchase) performance of the delivery requirements under such procedures. The table below provides certain information about the Offers, including the aggregate principal amount of each series of Bonds validly tendered and not validly withdrawn prior to the Expiration Date and the aggregate principal amount of Bonds reflected in Notices of Guaranteed Delivery delivered at or prior to the Expiration Date pursuant to the Tender Offer Documents.
| Acceptance Priority Level | Title of Security | CUSIP Number | Principal Amount Outstanding | Total Consideration(1) | Principal Amount Tendered(2) | Principal Amount Accepted(2) | Principal Amount Reflected in Notices of Guaranteed Delivery | ||||
| 1 | 3.600% First Mortgage Bonds, Series due May 15, 2046 | 665772 CP2 | $350,000,000(3) | $796.20 | $178,960,000 | $178,960,000 | $2,445,000 | ||||
| 2 | 4.00% First Mortgage Bonds, Series due August 15, 2045 | 665772 CN7 | $300,000,000 | $849.20 | $147,646,000 | $147,646,000 | $47,000 | ||||
| 3 | 4.125% First Mortgage Bonds, Series due May 15, 2044 | 665772 CL1 | $300,000,000 | $869.57 | $180,078,000 | $180,078,000 | — | ||||
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| (1) | The Total Consideration for each series of Bonds (such consideration, the Total Consideration) payable per each $1,000 principal amount of such series of Bonds validly tendered for purchase. |
| (2) | Excludes the principal amounts of Bonds for which Holders have complied with certain procedures applicable to guaranteed delivery pursuant to the Guaranteed Delivery Procedures (as defined in the Offer to Purchase). Such amounts remain subject to the Guaranteed Delivery Procedures. Bonds tendered pursuant to the Guaranteed Delivery Procedures are required to be tendered at or prior to 5:00 p.m. (New York City time) on December 23, 2025. |
| (3) | Includes $5,433,000 principal amount of such Bonds currently held by Xcel Energy that are not subject to the Offer with respect to such series. |
Upon the terms and subject to the conditions set forth in the Offer to Purchase, Holders whose Bonds have been accepted for purchase in the Offers will receive the applicable Total Consideration for each $1,000 principal amount of such Bonds in cash on the Settlement Date.
In addition to the applicable Total Consideration, Holders whose Bonds have been accepted for purchase will receive a cash payment equal to the accrued and unpaid interest on such Bonds from and including the immediately preceding interest payment date for such Bonds to, but excluding, the Settlement Date (the Accrued Coupon Payment). The Accrued Coupon Payment in respect of Bonds accepted for purchase will be calculated in accordance with the terms of such Bonds. Interest will cease to accrue on the Settlement Date for all Bonds accepted in the Offers. Under no circumstances will any interest be payable because of any delay in the transmission of funds to Holders by the Depository Trust Company or its participants.
The Offers are subject to the satisfaction of the conditions set forth in the Offer to Purchase and certain other conditions. Xcel Energy reserves the right, subject to applicable law, to waive any and all conditions to any Offer. If any of the conditions is not satisfied, Xcel Energy is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Bonds, in each event subject to applicable laws, and may terminate or alter any or all of the Offers.
Information Relating to the Tender Offer
U.S. Bancorp Investments, Inc. is serving as Dealer Manager in connection with the Offers. D.F. King & Co., Inc. is serving as Tender and Information Agent in connection with the Offers. Questions regarding the terms and conditions for the Offers should be directed to U.S. Bancorp Investments, Inc., at (917) 558-2756 (collect) or (800) 479-3441 (toll-free).
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities. The Offers are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.
About Xcel Energy
Xcel Energy (NASDAQ: XEL) provides the energy that powers millions of homes and businesses across eight Western and Midwestern states. Headquartered in Minneapolis, the company is an industry leader in responsibly reducing carbon emissions and producing and delivering clean energy solutions from a variety of renewable sources at competitive prices.
This press release contains forward-looking statements regarding, among other things, Xcel Energy’s expectations regarding the Offers. Forward-looking statements are based on current beliefs and expectations and are subject to inherent risks and uncertainties, including those discussed under the caption “Cautionary Statement Regarding Forward-Looking Statements” in the Offer to Purchase. The forward-looking statements speak only as of the date of release, and Xcel Energy is under no obligation to, and expressly disclaims any such obligation to update or alter its forward-looking statements, whether as the result of new information, future events or otherwise, except as may be required by law.
