Item 8.01. Other Events.
On November 5, 2021, Xcel Energy Inc. (Xcel Energy) entered into an equity
distribution agreement (the Distribution Agreement) with Barclays Capital Inc.,
BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities
LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., and Wells Fargo
Securities, LLC (collectively, the Sales Agents). The Sales Agents will act as
Xcel Energy's sales agent with respect to the offer and sale of shares of Xcel
Energy's common stock (par value $2.50 per share) having an aggregate gross
sales price of up to $800,000,000 (Shares).
Xcel Energy will pay each Sales Agent a commission of up to 1.0% of the gross
sales price for any Shares sold by such Sales Agent. The offering of the Shares
will terminate upon the earlier of (1) the sale of all the Shares subject to the
Distribution Agreement and (2) the termination of the Distribution Agreement,
pursuant to its terms, by either Xcel Energy or, with respect to any Sales
Agent, such Sales Agent, at any time in the respective party's sole discretion.
All of the Shares to be offered and sold were registered pursuant to Xcel
Energy's registration statement (the Registration Statement) previously filed
with the Securities and Exchange Commission on Form S-3 (File No. 333-255446).
A copy of the Distribution Agreement is filed as Exhibit 1.01 hereto and is
incorporated by reference herein.
This Current Report on Form 8-K is being filed to file certain documents in
connection with the offering as exhibits to the Registration Statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
1.01 Equity Distribution Agreement, dated November 5, 2021, among Xcel
Energy Inc., Barclays Capital Inc., BofA Securities, Inc., Citigroup
Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co.
LLC, MUFG Securities Americas Inc., and Wells Fargo Securities, LLC
5.01 Opinion of Amy L. Schneider as to the legality of the Shares
104 Cover Page Interactive Data File (embedded within the Inline XBRL
Document)
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