Portland General Electric Company Announces Pricing of Common Stock Offering
PORTLAND, Ore. -- June 12, 2013
Portland General Electric Company (NYSE: POR) announced today the pricing of a
public offering of 11.1 million shares of its common stock at $29.50 per share
in connection with the forward sale agreement described below. The
underwriters have been granted an option to purchase up to an additional 1.665
million shares of PGE’s common stock.
The offering is being made under PGE’s existing shelf registration statement.
In connection with the offering, PGE entered into a forward sale agreement
with an affiliate of Barclays Capital Inc. (“Barclays”) under which PGE agreed
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 affiliates 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 PGE common stock in exchange for cash
proceeds per share equal to the forward sale price, which will initially be
$28.54125 (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
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 concerning the
expected number of shares to be sold, statements concerning the settlement of
the forward sale agreement, statements concerning the expected use of the net
proceeds, and statements concerning 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, the 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 Exchange Commission.
Portland General Electric Company
Steven Corson, 503-464-8693
Bill Valach, 503-464-7395
Director, Investor Relations
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