Portland General Electric (POR) Plans 11.1M Common Stock Offering
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Price: $52.53 +1.80%
Overall Analyst Rating:
SELL (= Flat)
Dividend Yield: 4.2%
EPS Growth %: +12.1%
Overall Analyst Rating:
SELL (= Flat)
Dividend Yield: 4.2%
EPS Growth %: +12.1%
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Portland General Electric Company (NYSE: POR) announced today that it plans to commence a registered underwritten public offering of up to 11.1 million shares of its common stock. Subject to certain market conditions, these shares will be sold in connection with a forward sale agreement, as discussed below. The underwriters will be granted an option to purchase up to an additional 1.665 million shares of PGE’s common stock.
The offering will be made under PGE’s existing shelf registration statement filed with the Securities and Exchange Commission, which became automatically effective on Nov. 18, 2010.
In connection with the offering, PGE expects to enter into a forward sale agreement with an affiliate of Barclays Capital Inc. (“Barclays”) under which PGE will agree to issue and sell to Barclays (subject to PGE’s right to cash settle or net share settle the forward sale agreement) the same number of shares of PGE’s common stock sold by Barclays or its affiliate to the underwriters for sale in the underwritten public offering.
The forward sale agreement will provide for settlement on dates to be specified by the company within approximately 24 months after the date of this offering. Upon physical settlement of the forward sale agreement, PGE will issue and deliver to Barclays shares of its common stock in exchange for cash proceeds per share equal to the forward sale price, which will initially be the public offering price, less underwriting discounts and commissions, and will be subject to certain adjustments as provided in the forward sale agreement. PGE may, subject to certain conditions, elect cash settlement or net share settlement for all or a portion of its rights or obligations under the forward sale agreement.
PGE intends to use any net proceeds that it receives upon settlement of the forward sale agreement or upon any issuance and sale to the underwriters of shares of its common stock in the offering to repay debt, with the balance to fund capital expenditures and general corporate purposes.
Barclays Capital Inc., J.P. Morgan, Wells Fargo Securities and BofA Merrill Lynch are acting as joint book-running managers for the offering. Morgan Stanley is acting as co-manager for the offering.
The offering will be made under PGE’s existing shelf registration statement filed with the Securities and Exchange Commission, which became automatically effective on Nov. 18, 2010.
In connection with the offering, PGE expects to enter into a forward sale agreement with an affiliate of Barclays Capital Inc. (“Barclays”) under which PGE will agree to issue and sell to Barclays (subject to PGE’s right to cash settle or net share settle the forward sale agreement) the same number of shares of PGE’s common stock sold by Barclays or its affiliate to the underwriters for sale in the underwritten public offering.
The forward sale agreement will provide for settlement on dates to be specified by the company within approximately 24 months after the date of this offering. Upon physical settlement of the forward sale agreement, PGE will issue and deliver to Barclays shares of its common stock in exchange for cash proceeds per share equal to the forward sale price, which will initially be the public offering price, less underwriting discounts and commissions, and will be subject to certain adjustments as provided in the forward sale agreement. PGE may, subject to certain conditions, elect cash settlement or net share settlement for all or a portion of its rights or obligations under the forward sale agreement.
PGE intends to use any net proceeds that it receives upon settlement of the forward sale agreement or upon any issuance and sale to the underwriters of shares of its common stock in the offering to repay debt, with the balance to fund capital expenditures and general corporate purposes.
Barclays Capital Inc., J.P. Morgan, Wells Fargo Securities and BofA Merrill Lynch are acting as joint book-running managers for the offering. Morgan Stanley is acting as co-manager for the offering.
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