Great Plains Energy (GXP) Prices Common Stock, Depositary Shares Offerings

September 28, 2016 6:09 AM EDT

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Great Plains Energy Incorporated (NYSE: GXP) announced the pricing of its previously announced concurrent underwritten public offerings of 52,600,000 shares of its common stock at a price of $26.45 per share and 15,000,000 depositary shares, each representing a 1/20th ownership interest in a share of its 7.00% 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), at a price of $50 per depositary share. In addition, the underwriters in each respective offering have been granted 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.

The net proceeds from the common stock offering and the depositary shares offering will be approximately $1.35 billion and $727 million, respectively, in each case after deducting the underwriting discount and estimated offering expenses. The concurrent offerings are expected to close on October 3, 2016, subject to customary closing conditions.

Goldman, Sachs & Co. is acting as lead book-running manager for the concurrent offerings. BofA Merrill Lynch and J.P. Morgan are joint book-running managers for the common stock offering, and Barclays and Wells Fargo Securities are joint book-running managers for the depositary shares offering.

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 between 31.5060 and 37.8080 shares of the Company’s common stock (and correspondingly, the conversion rate for each depositary share will be between 1.5753 and 1.8904 shares of the Company’s common stock), subject to customary anti-dilution adjustments, depending on the volume-weighted average price of the Company’s common stock over a 20 consecutive trading day averaging period prior to that date. Dividends on the Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by the Company’s board of directors, at an annual rate of 7.00% on the liquidation preference of $1,000 per share of Mandatory Convertible Preferred Stock (or $50 per depositary share), on each March 15, June 15, September 15 and December 15 of each year, commencing on December 15, 2016 and ending on, and including, September 15, 2019.

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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