Portland General Electric Company Announces Public Offering of Common Stock
PORTLAND, Ore. -- June 10, 2013
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.
A copy of the prospectus supplement and accompanying prospectus with respect
to this offering may be obtained by contacting:
Barclays Capital Inc.
c/o Broadridge Financial Solutions
1155 Long Island Avenue, Edgewood, NY 11717
c/o Broadridge Financial Solutions
1155 Long Island Avenue, Edgewood, New York, 11717
Wells Fargo Securities
375 Park Avenue, New York, NY 10152
Attn: Equity Syndicate Dept.
BofA Merrill Lynch,
222 Broadway, New York, NY 10038
Attn: Prospectus Department
Attn: Prospectus Dept.
180 Varick Street, 2nd Floor
New York, NY 10014
This press release does not constitute an offer to sell or the solicitation of
an offer to buy these securities, nor shall there be any sale of these
securities in any state or country in which the offer, solicitation or sale of
these securities would be unlawful prior to registration or qualification
under the securities laws of any state or country. The offering of these
securities will be made only by means of the prospectus supplement and
About Portland General Electric Company
Portland General Electric Company, headquartered in Portland, Ore., is a fully
integrated electric utility that serves approximately 830,000 residential,
commercial and industrial customers in Oregon.
Source: Portland General Electric Company
All statements contained in this press release that are not historical facts
are forward-looking statements that are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. They are
not guarantees of future events. Rather, they are based on current
expectations, estimates, beliefs and assumptions and are subject to
uncertainties that are difficult to predict. As a result, actual events or
results may differ materially from the statements made. Forward-looking
statements made in this press release include statements that PGE may sell
shares of its common stock and the expected number of shares to be sold,
statements concerning the execution and settlement of the forward sale
agreement, statements concerning the expected use of the net proceeds from the
sale, and statements concerning the underwriters’ option to purchase
additional shares from PGE. These forward-looking statements are based upon
our assumptions about and assessment of the future, which may or may not prove
true, and involve a number of risks and uncertainties including, but not
limited to, whether PGE can sell the shares of common stock at a price that is
acceptable, whether the managing underwriters are able to sell the shares as
described, whether there is adequate demand to justify the exercise of the
managing underwriters' option to purchase additional shares, as well as other
risk factors detailed in the company's most recent Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q and other filings with the Securities and
Portland General Electric Company
Steven Corson, Corporate Communications
Bill Valach, Director, Investor Relations
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