false
0000764622
0000764622
2024-06-03
2024-06-03
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
|
Date
of report (Date of earliest event reported): |
June 3, 2024 |
Commission File
Number |
|
Exact Name of Each Registrant as specified in its
charter; State of Incorporation; Address; and
Telephone Number |
|
IRS Employer
Identification No. |
1-8962 |
|
PINNACLE
WEST CAPITAL CORPORATION |
|
86-0512431 |
|
|
(an Arizona
corporation) |
|
|
|
|
400 North
Fifth Street, P.O. Box 53999 |
|
|
|
|
Phoenix
Arizona |
85072-3999 |
|
|
|
|
(602)
250-1000 |
|
|
|
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
Common
Stock |
PNW |
The
New York Stock Exchange |
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth
company |
¨ |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01
Regulation FD Disclosure.
On June 3, 2024, Pinnacle West Capital Corporation
(the “Company”) issued a press release announcing that it intends to offer, subject to market conditions and other factors,
$450 million in aggregate principal amount of its convertible senior notes due 2027 in a private offering to persons reasonably believed
to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).
The press release is attached hereto as Exhibit 99.1 and is incorporated by reference in its entirety.
The information in this Item 7.01 (including the
exhibit furnished hereunder) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorporated by reference in any filing under
the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
|
PINNACLE
WEST CAPITAL CORPORATION |
|
|
(Registrant) |
|
|
|
Dated:
June 3, 2024 |
|
By: |
/s/
Andrew Cooper |
|
|
Andrew
Cooper |
|
|
Senior
Vice President and Chief Financial Officer |
Exhibit 99.1
![](https://www.sec.gov/Archives/edgar/data/764622/000110465924067437/tm2415602d1_ex99-1img001.jpg)
FOR IMMEDIATE RELEASE |
|
June 3, 2024 |
Media Contact:
Analyst Contact: |
Alan Bunnell (602) 250-3376
Amanda Ho (602) 250-3334 |
Page 1 of 2 |
PINNACLE WEST ANNOUNCES
PROPOSED OFFERING
OF $450 MILLION OF
CONVERTIBLE SENIOR NOTES DUE 2027
PHOENIX – Pinnacle West Capital Corp.
(NYSE: PNW) (“Pinnacle West”) announced today that it intends to offer, subject to market and other conditions, $450 million
aggregate principal amount of its convertible senior notes due 2027 (the “convertible notes”) in a private placement under
the Securities Act of 1933, as amended (the “Securities Act”). Pinnacle West also intends to grant the initial purchasers
of the convertible notes an option to purchase, within a 13-day period from, and including, the date on which the convertible notes are
first issued, up to an additional $67.5 million aggregate principal amount of the convertible notes.
Pinnacle West intends to use the net proceeds
from the offering of the convertible notes for general corporate purposes, which may include repayment or refinancing of debt, working
capital and investments in its operating subsidiary, Arizona Public Service Company.
The convertible notes will be senior unsecured
obligations of Pinnacle West, and will be convertible at the option of the holders of such convertible notes upon satisfaction of certain
conditions and during certain periods. Interest will be payable semiannually in arrears. Pinnacle West will settle conversions of the
convertible notes by paying cash up to the aggregate principal amount of the convertible notes to be converted and paying or delivering,
as the case may be, cash, shares of its common stock, no par value, or a combination of cash and shares of its common stock, at its election,
in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the convertible notes
being converted. The interest rate, the initial conversion rate, and other terms of the convertible notes will be determined by negotiations
between Pinnacle West and the initial purchasers of the convertible notes.
The offering is being made to persons reasonably
believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. Any offers of the convertible notes
will be made only by means of a private offering memorandum. None of the convertible notes or any shares of the common stock issuable
upon conversion of the convertible notes have been or are expected to be registered under the Securities Act or any state securities laws
and, unless so registered, may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. No assurance
can be made that the offering of the convertible notes will be completed on its anticipated terms, or at all.
This press release does not constitute an
offer to sell or the solicitation of an offer to buy these securities, nor will there be any sale of these 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.
General Information
Pinnacle West Capital Corp., an energy holding
company based in Phoenix, has consolidated assets of nearly $25 billion, about 6,500 megawatts of generating capacity and approximately
6,100 employees in Arizona and New Mexico. Through its principal subsidiary, Arizona Public Service Company, the company provides retail
electricity service to approximately 1.4 million Arizona homes and businesses.
FORWARD-LOOKING STATEMENTS
This press release may contain statements that constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements concerning the timing and
completion of the offering of the convertible notes and the anticipated use of proceeds from the offering. These forward-looking statements
are often identified by words such as “estimate,” “predict,” “may,” “believe,” “plan,”
“expect,” “require,” “intend,” “assume,” “project,” “anticipate,”
“goal,” “seek,” “strategy,” “likely,” “should,” “will,” “could,”
and similar words. Because actual results may differ materially from expectations, we caution readers not to place undue reliance on these
statements. A number of factors could cause future results to differ materially from historical results, or from outcomes currently expected
or sought by Pinnacle West or Arizona Public Service Company (“APS”). These factors include, but are not limited to, the factors
discussed in the most recent Pinnacle West/APS Form 10-K and 10-Q along with other public filings with the Securities and Exchange
Commission, which readers should review carefully before placing any reliance on our financial statements or disclosures. Neither Pinnacle
West nor APS assumes any obligation to update these statements, even if our internal estimates change, except as required by law.
v3.24.1.1.u2
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Pinnacle West Capital (NYSE:PNW)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Pinnacle West Capital (NYSE:PNW)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024