Pinnacle West Capital Corp. Files 8-K

TL;DR

PNW filed an 8-K on 2/28/24, looks like a material agreement. Keep an eye on this.

AI Summary

On February 28, 2024, Pinnacle West Capital Corp. entered into a Material Definitive Agreement. The filing also includes other events and financial statements and exhibits. The company's principal executive offices are located at 400 North Fifth Street, Phoenix, AZ 85004.

Why It Matters

This 8-K filing indicates a significant event or agreement for Pinnacle West Capital Corp., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Material Definitive Agreements can introduce new risks or alter existing ones for a company.

Key Players & Entities

• PINNACLE WEST CAPITAL CORPORATION (company) — Registrant
• February 28, 2024 (date) — Date of earliest event reported
• 400 North Fifth Street, Phoenix, AZ 85004 (location) — Principal executive offices

FAQ

Key Financial Figures

• $64.505 — he forward sale price will initially be $64.505 per share. Each Forward Sale Agreement

Filing Documents

• tm2330082d7_8k.htm (8-K) — 40KB
• tm2330082d7_ex1-1.htm (EX-1.1) — 259KB
• tm2330082d7_ex5-1.htm (EX-5.1) — 17KB
• tm2330082d7_ex10-1.htm (EX-10.1) — 145KB
• tm2330082d7_ex10-2.htm (EX-10.2) — 147KB
• tm2330082d7_ex10-3.htm (EX-10.3) — 154KB
• tm2330082d7_ex10-4.htm (EX-10.4) — 157KB
• 0001104659-24-030516.txt ( ) — 1287KB
• pnw-20240228.xsd (EX-101.SCH) — 3KB
• pnw-20240228_lab.xml (EX-101.LAB) — 33KB
• pnw-20240228_pre.xml (EX-101.PRE) — 22KB
• tm2330082d7_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On February 28, 2024, Pinnacle West Capital Corporation ("Pinnacle West" or the "Company") entered into separate forward sale agreements (each, a "Forward Sale Agreement" and, together, the "Forward Sale Agreements") with Mizuho Markets Americas LLC and Wells Fargo Bank, National Association (each, a "Forward Purchaser" and, together, the "Forward Purchasers"), relating to an aggregate of 9,774,436 shares of the Company's common stock, no par value (the "common stock"). On February 29, 2024, the Company entered into additional forward sale agreements with the Forward Purchasers relating to an aggregate of 1,466,165 shares of common stock (the "Additional Forward Sale Agreements" and, unless the context otherwise requires, the term Forward Sale Agreements as used in this Current Report on Form 8-K includes the Additional Forward Sale Agreements). Each Forward Sale Agreement provides for settlement on a settlement date or dates to be specified at the Company's discretion no later than September 4, 2025. On a settlement date or dates, if the Company decides to physically settle a Forward Sale Agreement, the Company will issue shares of the common stock to the relevant Forward Purchaser or its affiliate at the then-applicable forward sale price. The forward sale price will initially be $64.505 per share. Each Forward Sale Agreement provides that the initial forward sale price will be subject to adjustment based on a floating interest rate factor equal to the overnight bank funding rate less a spread and will be subject to decrease on each of certain dates specified in each Forward Sale Agreement by amounts related to expected dividends on shares of the common stock during the term of the relevant Forward Sale Agreement. The forward sale price will also be subject to decrease if the cost to a Forward Purchaser (or its affiliate) of borrowing a number of shares ofthe common stock underlying the applicable Forward Sa

01 Other Events

Item 8.01 Other Events. On February 28, 2024, the Company entered into an underwriting agreement (the "Underwriting Agreement") with Barclays Capital Inc., Citigroup Global Markets Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC, as representatives of the several Underwriters named therein (collectively, the "Underwriters"), the Forward Purchasers and Mizuho Securities USA LLC and Wells Fargo Securities, LLC, as forward sellers (each a "Forward Seller" and, together, the "Forward Sellers"), relating to the registered public offering and sale by the Forward Sellers of 9,774,436 shares of common stock. The Company also granted the Underwriters a 30-day option to purchase up to an additional 1,466,165 shares of common stock. On February 29, 2024, the Underwriters exercised in full their option to purchase an additional 1,466,165 shares of common stock pursuant to the Underwriting Agreement. In connection therewith, the Company and the Forward Purchasers entered into the Additional Forward Sale Agreements relating to such number of shares of common stock as described above. Pursuant to the Underwriting Agreement, the Forward Sellers sold to the Underwriters at the closing on March 4, 2024, an aggregate of 11,240,601 shares of common stock, which shares were borrowed by the Forward Sellers or their respective affiliates from third parties. The description of the Underwriting Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of the Underwriting Agreement, which is filed as Exhibit 1.1 heretoand incorporated herein by reference. In connection with the offering, the common stock was registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a registration statement on Form S-3 (Registration No. 333-277448) (the "Registration Statement"), and a prospectus supplement, dated February 28, 2024, which was filed with the U.S. Securities and Exch

01

Item 9.01

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated February 28, 2024, among Pinnacle West Capital Corporation, Barclays Capital Inc., Citigroup Global Markets Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, Mizuho Securities USA LLC, as a forward seller, Mizuho Markets Americas LLC, as a forward purchaser, Wells Fargo Securities, LLC, as a forward seller and Wells Fargo Bank, National Association, as a forward purchaser. 5.1 Opinion of Snell & Wilmer L.L.P. 10.1 Forward Sale Agreement, dated February 28, 2024, between Pinnacle West Capital Corporation and Wells Fargo Bank, National Association. 10.2 Additional Forward Sale Agreement, dated February 29, 2024, between Pinnacle West Capital Corporation and Wells Fargo Bank, National Association. 10.3 Forward Sale Agreement, dated February 28, 2024, between Pinnacle West Capital Corporation and Mizuho Markets Americas LLC (with Mizuho Securities USA LLC acting as its agent). 10.4 Additional Forward Sale Agreement, dated February 29, 2024, between Pinnacle West Capital Corporation and Mizuho Markets Americas LLC (with Mizuho Securities USA LLC acting as its agent). 23.1 Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.1 hereto). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE 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: March 4, 2024 By: /s/ Andrew Cooper Andrew Cooper Senior Vice President and Chief Financial Officer