Xcel Energy Announces Cash Tender Offers for Certain Outstanding First Mortgage Bonds Issued by Northern States Power Company (a Minnesota corporation)

Rhea-AI Summary

Xcel Energy (NASDAQ: XEL) commenced three separate cash tender offers to purchase up to $345,000,000 aggregate principal amount of certain first mortgage bonds issued by Northern States Power Company, a wholly owned subsidiary.

The Offers cover three series with principal amounts outstanding of $350M, $300M, and $300M, use an acceptance priority system, and calculate Total Consideration based on a +45 bps fixed spread to a specified U.S. Treasury reference yield. The Price Determination Date is Dec 19, 2025, the expected Settlement Date is Dec 24, 2025, and the Expiration/Withdrawal deadline is 5:00 p.m. ET on Dec 19, 2025.

The Offers are subject to customary conditions, including a Maximum Purchase Amount, may be extended or terminated, and Xcel Energy may increase or waive the maximum at its discretion.

Positive

• Tender offers cover up to $345,000,000 aggregate principal
• Covers three bond series with specified Acceptance Priority Levels
• Price Determination Date set for Dec 19, 2025
• Expected Settlement Date of Dec 24, 2025

Negative

• Maximum Purchase Amount of $345,000,000 may limit acceptances
• No assurance Xcel Energy will increase or waive the Maximum Purchase Amount
• Some bond series may be terminated or returned if conditions not met

News Market Reaction – XEL

+0.76%

1 alert

+0.76% News Effect

On the day this news was published, XEL gained 0.76%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Maximum Purchase Amount: $345,000,000 3.600% Bonds Outstanding: $350,000,000 4.00% Bonds Outstanding: $300,000,000 +5 more

8 metrics

Maximum Purchase Amount $345,000,000 Aggregate principal cap for three bond tender offers

3.600% Bonds Outstanding $350,000,000 Principal amount of 3.600% First Mortgage Bonds due May 15, 2046

4.00% Bonds Outstanding $300,000,000 Principal amount of 4.00% First Mortgage Bonds due August 15, 2045

4.125% Bonds Outstanding $300,000,000 Principal amount of 4.125% First Mortgage Bonds due May 15, 2044

Fixed Spread 45 bps Spread over 4.625% UST reference security for each bond series

Tender Offer Cap per Bond $1,000 Total Consideration quoted per $1,000 principal amount tendered

Offer Expiration 5:00 p.m. Dec 19, 2025 Expiration Date for all three tender offers

Settlement Date Dec 24, 2025 Expected settlement for accepted bonds, subject to conditions

Market Reality Check

Price: $82.38 Vol: Volume 6,106,828 vs 20-da...

normal vol

$82.38 Last Close

Volume Volume 6,106,828 vs 20-day average 4,338,177, showing elevated trading interest ahead of the bond tender announcement. normal

Technical Shares at $75.15 are trading above the $73.09 200-day moving average and about 9.47% below the 52-week high of $83.01.

Peers on Argus

Peer utilities showed mixed moves, with ETR down 1.08%, PEG down 0.35%, while EX...

Peer utilities showed mixed moves, with ETR down 1.08%, PEG down 0.35%, while EXC, WEC and D were up between 0.52% and 1.85%, indicating today’s context is more stock-specific than sector-driven for XEL.

Historical Context

5 past events · Latest: Dec 05 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 05	Power supply contract	Positive	-1.9%	ESA securing up to 200 MW capacity for AI-focused customer load.
Oct 21	Management change	Neutral	-0.8%	New regional president appointed for Upper Midwest operations.
Oct 06	Earnings call notice	Neutral	+1.1%	Announcement of date and logistics for Q3 2025 earnings call.
Sep 24	Litigation settlement	Positive	+6.7%	Agreements in principle resolving Marshall Fire litigation and funding plan.
Jul 31	Earnings report	Positive	+1.4%	Q2 2025 EPS and revenue growth with reaffirmed 2025 guidance.

Pattern Detected

Recent news with clearly positive fundamentals or risk resolution (earnings strength, wildfire settlement) tended to see positive price alignment, while a growth-related power contract saw a short-term negative reaction.

Recent Company History

Over the last six months, Xcel Energy reported strong Q2 2025 earnings with higher EPS and net income, and advanced nearly 5,200 MW of new generation capacity. It also reached agreements in principle to resolve Marshall Fire litigation, with about $640 million in settlements and $350 million from insurance, which preceded a 6.69% gain. More routine items, like management changes and conference-call scheduling, saw modest stock moves. The new bond tender offers fit into an ongoing pattern of balance sheet and liability management alongside growth investment and regulatory activity.

Market Pulse Summary

This announcement details cash tender offers of up to $345,000,000 in first mortgage bonds issued by...

Analysis

This announcement details cash tender offers of up to $345,000,000 in first mortgage bonds issued by a subsidiary, adding to a year of active capital markets and regulatory activity. Earlier in 2025, Xcel issued $900 million in junior subordinated notes and reported strong Q2 earnings with net income of $444 million. Investors following this news may focus on how the tender affects interest expense, future funding plans, and ongoing regulatory rate cases in Colorado, New Mexico and Wisconsin.

Key Terms

first mortgage bonds, CUSIP, par call date, reference security, +4 more

8 terms

first mortgage bonds financial

"three series of first mortgage bonds (the Bonds) issued by Northern States Power Company"

First mortgage bonds are debt securities backed by a company’s property, granting bondholders the primary legal claim to that real estate if the issuer cannot pay. Think of them as being first in line for repayment, like a homeowner’s mortgage lender who gets paid before other creditors. For investors, this priority and the tangible collateral typically make these bonds less risky than unsecured debt, which can mean lower yields but greater protection in bankruptcy.

CUSIP financial

"Title of Security | CUSIP Number | Par Call Date"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

par call date financial

"Par Call Date (2) | Maturity Date | Issuer"

The par call date is the specific time when a company can choose to pay back a bond or debt in full at its original value, known as the face amount or par value. It matters to investors because it indicates when the issuer might repay the debt early, potentially affecting investment plans or expected income. Think of it like a fixed date when a loan can be fully settled, giving investors clarity on when they might get their money back.

reference security financial

"based on the bid-side price of the applicable U.S. Treasury reference security"

A reference security is a specific financial asset, such as a bond or stock, used as a standard for measuring or comparing the value of other related investments. It acts like a benchmark or point of reference, helping investors assess how well other assets are performing relative to a known standard. This makes it easier to understand the value and risk of different investments in relation to one another.

fixed spread financial

"based on the applicable Fixed Spread (as defined below) specified in the table above"

A fixed spread is a set difference between the buying and selling prices of a financial instrument that remains constant regardless of market conditions. For investors, this means the cost to trade stays predictable, making it easier to understand potential expenses and plan accordingly—similar to a fixed fee in a service that doesn’t change, no matter how busy or slow the market becomes.

offer yield financial

"The sum of the Fixed Spread and the Reference Yield is referred to as the Offer Yield."

Offer yield is the annual return an investor would earn if they buy a bond or income security at the current asking (offer) price, based on its scheduled interest payments and repayment of principal. It matters because it shows the effective interest rate you get relative to what you pay—like comparing the rent you’d collect from a rental property to the price you paid for the house—helping investors decide if the purchase is worth it compared with other options.

accrued coupon payment financial

"The Total Consideration does not include the applicable Accrued Coupon Payment"

An accrued coupon payment is the interest earned on a bond that has accumulated since the last payment date but has not yet been paid to the investor. Think of it like interest building up in a savings account that will be paid out later; it reflects the amount the investor is owed for holding the bond during that period. This figure matters because it helps accurately determine the bond’s current value and the investor’s true earnings.

aggregate principal amount financial

"to purchase for cash up to $345,000,000 aggregate principal amount of three series of first mortgage bonds"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

AI-generated analysis. Not financial advice.

MINNEAPOLIS, Dec. 15, 2025 (GLOBE NEWSWIRE) -- Xcel Energy Inc. (NASDAQ: XEL) (Xcel Energy) announced today the commencement of three separate offers (the Offers) to purchase for cash up to $345,000,000 aggregate principal amount of three series of first mortgage bonds (the Bonds) issued by Northern States Power Company, a Minnesota corporation (NSPM) and a wholly owned subsidiary of Xcel Energy. Subject to the Maximum Purchase Condition (as defined below), the series of Bonds that are purchased in the Offers will be based on the acceptance priority levels (each, an Acceptance Priority Level) set forth in the table below. If a given series of Bonds is accepted for purchase pursuant to the Offers, all Bonds of that series that are validly tendered will be accepted for purchase. No series of Bonds will be subject to proration pursuant to the Offers.

The Offers are made upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 15, 2025 relating to the Bonds (the Offer to Purchase) and the accompanying notice of guaranteed delivery (the Notice of Guaranteed Delivery and, together with the Offer to Purchase, the Tender Offer Documents). Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase.

Acceptance Priority Level(1)	Title of Security	CUSIP Number	Par Call Date (2)	Maturity Date	Issuer	Principal Amount Outstanding		Reference Security(3)	Bloomberg Reference Page	Fixed Spread(3)
1	3.600% First Mortgage Bonds, Series due May 15, 2046	665772 CP2	November 15, 2045	May 15, 2046	Northern States Power Company, a Minnesota corporation	$350,000,000(4)		4.625% UST due November 15, 2045	PX1	+45 bps
2	4.00% First Mortgage Bonds, Series due August 15, 2045	665772 CN7	February 15, 2045	August 15, 2045	Northern States Power Company, a Minnesota corporation	$300,000,000		4.625% UST due November 15, 2045	PX1	+45 bps
3	4.125% First Mortgage Bonds, Series due May 15, 2044	665772 CL1	November 15, 2043	May 15, 2044	Northern States Power Company, a Minnesota corporation	$300,000,000		4.625% UST due November 15, 2045	PX1	+45 bps

_______________
(1)	Subject to the satisfaction or waiver of the conditions of the Offers described in the Offer to Purchase, if the Maximum Purchase Condition (as defined below) is not satisfied with respect to every series of Bonds, we will accept Bonds for purchase in the order of their respective Acceptance Priority Level specified in the table above (each, an Acceptance Priority Level, with 1 being the highest Acceptance Priority Level and 3 being the lowest Acceptance Priority Level). It is possible that a series of Bonds with a particular Acceptance Priority Level will not be accepted for purchase even if one or more series with a higher or lower Acceptance Priority Level are accepted for purchase.
(2)	For each series of Bonds in respect of which a par call date is indicated, the calculation of the applicable Total Consideration will be performed taking into account such par call date. See Annex A to the Offer to Purchase for an overview of the calculation of the Total Consideration (including the par call detail).
(3)	The Total Consideration for each series of Bonds (such consideration, the Total Consideration) payable per each $1,000 principal amount of such series of Bonds validly tendered for purchase will be based on the applicable Fixed Spread (as defined below) specified in the table above for such series of Bonds, plus the applicable yield (the Reference Yield) based on the bid-side price of the applicable U.S. Treasury reference security, as specified in the table above (as applicable to each such series of Bonds, the Reference Security) as quoted on the applicable Bloomberg page (with respect to each Reference Security, the Bloomberg Reference Page) as of 10:00 a.m. (New York City time) on December 19, 2025, unless extended with respect to the applicable Offer (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the Price Determination Date). The sum of the Fixed Spread and the Reference Yield is referred to as the Offer Yield. The formula for determining the Total Consideration is set forth on Annex A to the Offer to Purchase. The Total Consideration does not include the applicable Accrued Coupon Payment (as defined below), which will be payable in cash in addition to the applicable Total Consideration.
(4)	Includes $5,433,000 principal amount of such Bonds currently held by Xcel Energy that are not subject to the Offer with respect to such series.

The Offers will each expire at 5:00 p.m. (New York City time) on December 19, 2025, unless extended or earlier terminated (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the Expiration Date). Bonds tendered for purchase may be validly withdrawn at any time at or prior to 5:00 p.m. (New York City time) on December 19, 2025 (the Withdrawal Date), unless extended or earlier terminated with respect to any Offer.

For holders of Bonds (Holders) who deliver a Notice of Guaranteed Delivery and all other required documentation at or prior to the Expiration Date, upon the terms and subject to the conditions set forth in the Tender Offer Documents, the deadline to validly tender Bonds using the Guaranteed Delivery Procedures (as defined in the Offer to Purchase) will be the second business day after the Expiration Date and is expected to be 5:00 p.m. (New York City time) on December 23, 2025, unless extended with respect to any Offer (the Guaranteed Delivery Date).

The Settlement Date will be the third business day after the Expiration Date and is expected to be December 24, 2025, unless extended with respect to any Offer.

Upon the terms and subject to the conditions set forth in the Offer to Purchase, Holders whose Bonds are accepted for purchase in the Offers will receive the applicable Total Consideration for each $1,000 principal amount of such Bonds in cash on the Settlement Date. Promptly after 10:00 a.m. (New York City time) on December 19, 2025, the Price Determination Date, unless extended with respect to any Offer, Xcel Energy will issue a press release specifying the Offer Yield and Total Consideration for each series of Bonds accepted for purchase.

In addition to the applicable Total Consideration, Holders whose Bonds are accepted for purchase will receive a cash payment equal to the accrued and unpaid interest on such Bonds from and including the immediately preceding interest payment date for such Bonds to, but excluding, the Settlement Date (the Accrued Coupon Payment). The Accrued Coupon Payment in respect of Bonds accepted for purchase will be calculated in accordance with the terms of such Bonds. Interest will cease to accrue on the Settlement Date for all Bonds accepted in the Offers. Under no circumstances will any interest be payable because of any delay in the transmission of funds to Holders by the Depository Trust Company (DTC) or its participants.

Xcel Energy’s obligation to complete an Offer with respect to a particular series of Bonds validly tendered is conditioned on the satisfaction of conditions described in the Offer to Purchase, including that the aggregate principal amount purchased for the Offers (the Aggregate Purchase Amount) not exceed $345,000,000 (the Maximum Purchase Amount), and on the Maximum Purchase Amount being sufficient to include the aggregate principal amount of all validly tendered Bonds of such series (after accounting for all validly tendered Bonds accepted for purchase that have a higher Acceptance Priority Level) (the Maximum Purchase Condition). Xcel Energy reserves the right, but is under no obligation, to increase or waive the Maximum Purchase Amount, in its sole discretion subject to applicable law, with or without extending the Withdrawal Date. No assurance can be given that Xcel Energy will increase or waive the Maximum Purchase Amount. If Holders tender more Bonds in the Offers than they expect to be accepted for purchase based on the Maximum Purchase Amount and Xcel Energy subsequently accepts more than such Holders expected of such Bonds tendered as a result of an increase or waiver of the Maximum Purchase Amount, such Holders may not be able to withdraw any of their previously tendered Bonds. Accordingly, Holders should not tender any Bonds that they do not wish to be accepted for purchase.

If the Maximum Purchase Condition is not satisfied with respect to each series of Bonds, for (i) a series of Bonds (the First Non-Covered Bonds) for which the Maximum Purchase Amount is less than the sum of (x) the Aggregate Purchase Amount for all validly tendered First Non-Covered Bonds and (y) the Aggregate Purchase Amount for all validly tendered Bonds of all series, having a higher Acceptance Priority Level as set forth in the table above (with 1 being the highest Acceptance Priority Level and 3 being the lowest Acceptance Priority Level) than the First Non-Covered Bonds, and (ii) all series of Bonds with an Acceptance Priority Level lower than the First Non-Covered Bonds (together with the First Non-Covered Bonds, the Non- Covered Bonds), then Xcel Energy may, at any time on or prior to the Expiration Date:

(i)	terminate an Offer with respect to one or more series of Non-Covered Bonds for which the Maximum Purchase Condition has not been satisfied, and promptly return all validly tendered Bonds of such series, and any other series of Non-Covered Bonds, to the respective tendering Holders;
(ii)	waive the Maximum Purchase Condition with respect to one or more series of Non-Covered Bonds and accept all Bonds of such series, and of any series of Bonds having a higher Acceptance Priority Level, validly tendered; or
(iii)	if there is any series of Non-Covered Bonds with a lower Acceptance Priority Level than the First Non-Covered Bonds for which:
	(a)	the Aggregate Purchase Amount necessary to purchase all validly tendered Bonds of such series, plus
	(b)	the Aggregate Purchase Amount necessary to purchase all validly tendered Bonds of all series having a higher Acceptance Priority Level than such series of Bonds, other than any series of Non-Covered Bonds that has or have not also been accepted as contemplated by this clause (b), is equal to, or less than, the Maximum Purchase Amount, accept all validly tendered Bonds of all such series having a lower Acceptance Priority Level, until there is no series of Bonds with a higher or lower Acceptance Priority Level to be considered for purchase for which the conditions set forth above are met.

It is possible that a series of Bonds with a particular Acceptance Priority Level will fail to meet the conditions set forth above and therefore will not be accepted for purchase even if one or more series with a higher or lower Acceptance Priority Level are accepted for purchase.

If any series of Bonds is accepted for purchase pursuant to the Offers, all Bonds of that series that are validly tendered will be accepted for purchase. No series of Bonds will be subject to proration pursuant to the Offers.

For purposes of determining whether the Maximum Purchase Condition is satisfied, Xcel Energy will assume that all Bonds tendered pursuant to the Guaranteed Delivery Procedures will be duly delivered at or prior to the Guaranteed Delivery Date and Xcel Energy will not subsequently adjust the acceptance of the Bonds in accordance with the Acceptance Priority Levels if any such Bonds are not so delivered. Xcel Energy reserves the right, subject to applicable law, to waive the Maximum Purchase Condition with respect to any Offer.

The Offers are subject to the satisfaction of these conditions and certain other conditions. Xcel Energy reserves the right, subject to applicable law, to waive any and all conditions to any Offer. If any of the conditions is not satisfied, Xcel Energy is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Bonds, in each event subject to applicable laws, and may terminate or alter any or all of the Offers. The Offers are not conditioned on the tender of any aggregate minimum principal amount of Bonds of any series (subject to minimum denomination requirements as set forth in the Offer to Purchase), and none of the Offers is conditioned on the consummation of any of the other Offers.

If Xcel Energy terminates any Offer with respect to one or more series of Bonds, it will give prompt notice to the Information and Tender Agent, and all Bonds tendered pursuant to such terminated Offer will be promptly returned to the tendering Holders thereof.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold Bonds as to when such intermediary would need to receive instructions from a beneficial owner in order for that Holder to be able to participate in, or withdraw their instruction to participate in the Offers before the deadlines specified herein and in the Offer to Purchase. The deadlines set by any such intermediary and DTC for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the Offer to Purchase.

Information Relating to the Tender Offer

U.S. Bancorp Investments, Inc. is serving as Dealer Manager in connection with the Offers. D.F. King & Co., Inc. is serving as Tender and Information Agent in connection with the Offers. Questions regarding the terms and conditions for the Offers should be directed to U.S. Bancorp Investments, Inc., at (917) 558-2756 (collect) or (800) 479-3441 (toll-free). Copies of the Offer to Purchase or any other documents are available at www.dfking.com/XCEL or by contacting D.F. King & Co., Inc. via email at xcel@dfking.com or by phone at (888) 887-0082 (toll-free) or (646) 759-4552 (banks and brokers).

None of Xcel Energy, its affiliates, the Dealer Manager, D.F. King & Co., Inc. or the trustee with respect to any series of Bonds makes any recommendation to any holder whether to tender or refrain from tendering any or all of such holder’s Bonds or how much they should tender, and none of them has authorized any person to make any such recommendation. Holders are urged to evaluate carefully all information in the Offer to Purchase, consult their own investment and tax advisors and make their own decisions with respect to the Offers.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities. The Offers are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.

The full details of the Offers, including complete instruction on how to tender Bonds, are included in the Offer to Purchase. The Offer to Purchase contains important information that should be read by holders of Bonds before making a decision to tender any Bonds. The Offer to Purchase may be obtained from D.F. King & Co., Inc., free of charge, by calling (888) 887-0082 (toll-free) or (646) 759-4552 (banks and brokers), or emailing at xcel@dfking.com.

About Xcel Energy

Xcel Energy (NASDAQ: XEL) provides the energy that powers millions of homes and businesses across eight Western and Midwestern states. Headquartered in Minneapolis, the company is an industry leader in responsibly reducing carbon emissions and producing and delivering clean energy solutions from a variety of renewable sources at competitive prices.

This press release contains forward-looking statements regarding, among other things, Xcel Energy’s expectations regarding the Offers. Xcel Energy cannot be sure that it will complete the Offers or, if it does, on what terms it will complete the Offers. Forward-looking statements are based on current beliefs and expectations and are subject to inherent risks and uncertainties, including those discussed under the caption “Cautionary Statement Regarding Forward-Looking Statements” in the Offer to Purchase. The forward-looking statements speak only as of the date of release, and Xcel Energy is under no obligation to, and expressly disclaims any such obligation to update or alter its forward-looking statements, whether as the result of new information, future events or otherwise, except as may be required by law.

FAQ

What bond series is Xcel Energy (XEL) offering to buy back in December 2025?

Xcel Energy's Offers target three Northern States Power first mortgage bond series maturing in 2046, 2045, and 2044 with respective principal amounts outstanding of $350M, $300M, and $300M.

How much aggregate principal will Xcel Energy (XEL) attempt to purchase in the tender offers?

The Offers are to purchase up to $345,000,000 aggregate principal amount across the three bond series.

What are the key deadlines for Xcel Energy's (XEL) tender offers announced Dec 15, 2025?

Expiration and withdrawal deadline is 5:00 p.m. ET on Dec 19, 2025; Guaranteed Delivery Date expected Dec 23, 2025; Settlement Date expected Dec 24, 2025.

How will Xcel Energy (XEL) determine the cash payment for bonds tendered?

Total Consideration is calculated using a +45 bps fixed spread plus the Reference Yield from specified U.S. Treasury securities as of the Dec 19, 2025 Price Determination Date, plus accrued interest.

Will all validly tendered bonds of an accepted series be purchased by Xcel Energy (XEL)?

Yes. If a given series is accepted, all bonds of that series validly tendered will be accepted; no series will be prorated.