Great Plains Energy (GXP) Announces 52.6M Share Common Stock Offering; Will Also Offer Mandatory Conv. Preferred Shares

September 27, 2016 5:06 PM EDT

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Great Plains Energy Incorporated (NYSE: GXP) announced the commencement of concurrent underwritten public offerings of 52,600,000 shares of its common stock and 15,000,000 depositary shares, each representing a 1/20th ownership interest in a share of its Series B Mandatory Convertible Preferred Stock, without par value (the “Mandatory Convertible Preferred Stock”), with a liquidation preference of $1,000 per share of Mandatory Convertible Preferred Stock (equivalent to $50 per depositary share). In addition, Great Plains Energy will grant the underwriters in each respective offering a 30-day option to purchase up to 7,890,000 additional shares of common stock and up to 2,250,000 additional depositary shares.

Great Plains Energy intends to use the net proceeds from these offerings to finance a portion of the cash consideration payable in connection with its previously announced proposed acquisition (the “Proposed Merger”) of Westar Energy, Inc. (“Westar”).

The concurrent common stock and depositary share offerings are separate public offerings made by means of separate prospectus supplements and are not contingent on one another. In addition, neither offering is or will be contingent on the consummation of the Proposed Merger.

Goldman, Sachs & Co. is acting as lead book-running manager for the concurrent offerings.

Each depositary share entitles the holder of such depositary share, through the bank depositary, to a proportional fractional interest in the rights and preferences of the Mandatory Convertible Preferred Stock, including conversion, dividend, liquidation and voting rights, subject to the terms of the deposit agreement. Unless previously converted or redeemed, on or around September 15, 2019, each then outstanding share of Mandatory Convertible Preferred Stock will automatically convert into a number of shares of the Company’s common stock based on the applicable conversion rate, and each depositary share will automatically convert into a number of shares of common stock equal to a proportionate fractional interest in such shares of common stock. The conversion rates, dividend rate and other terms of the Mandatory Convertible Preferred Stock will be determined at the time of pricing of the offering of the depositary shares.

Currently, no public market exists for the depositary shares. Great Plains Energy intends to apply to list the depositary shares on the New York Stock Exchange under the symbol “GXPPRB.” If the application is approved, Great Plains Energy expects trading of the depositary shares on the New York Stock Exchange to commence within 30 days after the initial delivery of the depositary shares.



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