Xcel Energy Inc. (NASDAQ: XEL) announced on November 2, 2026, a proposed private offering of $2,000,000,000 in aggregate principal amount of convertible senior notes due 2027. The offering is being made to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933.
Separately, Xcel Energy intends to grant the initial purchasers an option to purchase, for settlement within a 13-day period beginning on the date of issuance, up to an additional $300,000,000 in aggregate principal amount of the notes. Final terms of the offering, including the initial conversion price and interest rate, will be determined at the time of pricing.
The company stated that it intends to use the net proceeds from the offering to repay short-term borrowings, including a portion of its outstanding commercial paper borrowings and a portion of borrowings under its 364-day delayed draw term loan agreement. The remaining proceeds may be used for other general corporate purposes.
The convertible notes will be senior unsecured obligations of Xcel Energy and will be convertible at the option of holders upon satisfaction of certain conditions. Interest on the notes will be payable semiannually in arrears. Xcel Energy will settle conversions by paying cash up to the aggregate principal amount of the notes being converted and delivering cash, shares of its common stock, or a combination of both for the remainder of the conversion obligation.
The notes are being offered in a private placement and will not be registered under the Securities Act or applicable state securities laws, meaning they may not be offered or sold in the United States except in compliance with applicable exemptions.
