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

Xcel Energy (NASDAQ: XEL) announced results and an amendment to three cash tender offers for certain first mortgage bonds issued by Northern States Power Company.

Rhea-AI Summary

Xcel Energy (NASDAQ: XEL) announced results and an amendment to three cash tender offers for certain first mortgage bonds issued by Northern States Power Company.

All validly tendered bonds totaling $506,684,000 were accepted for purchase and Xcel waived the Maximum Purchase Condition to accept all tenders. An additional $2,492,000 was tendered under guaranteed delivery procedures and remains subject to delivery. Settlement is scheduled for December 24, 2025. The notice lists per‑series total consideration: $796.20, $849.20, and $869.57 per $1,000 principal, and series outstanding amounts of $350M and two $300M issues (one series includes $5.433M held by Xcel).

Positive

• Accepted $506,684,000 aggregate principal tendered
• Settlement scheduled for December 24, 2025
• Total consideration up to $869.57 per $1,000 principal

Negative

• Guaranteed delivery tenders of $2,492,000 remain subject to delivery
• Series due May 15, 2046 includes $5,433,000 held by Xcel and not eligible

Argus Dec 22 session

+1.62% close to close 1.6x rel. volume Open Argus

Details

News Market Reaction – XEL

On Dec 22, the day this news came out, XEL closed 1.62% above the previous close. That session’s volume was 1.6x the stock’s average daily volume.

Data tracked by StockTitan Argus for the Dec 22 session.

Key Figures

Bonds tendered: $506,684,000 Guaranteed delivery amount: $2,492,000 2046 series outstanding: $350,000,000 +5 more

Bonds tendered

$506,684,000

Combined aggregate principal amount validly tendered and not withdrawn

Guaranteed delivery amount

$2,492,000

Combined principal tendered via Guaranteed Delivery Procedures

2046 series outstanding

$350,000,000

Principal Amount Outstanding, 3.600% First Mortgage Bonds due 2046

2045 series outstanding

$300,000,000

Principal Amount Outstanding, 4.00% First Mortgage Bonds due 2045

2044 series outstanding

$300,000,000

Principal Amount Outstanding, 4.125% First Mortgage Bonds due 2044

Total Consideration 2046

$796.20

Per $1,000 principal for 3.600% First Mortgage Bonds due 2046

Total Consideration 2045

$849.20

Per $1,000 principal for 4.00% First Mortgage Bonds due 2045

Total Consideration 2044

$869.57

Per $1,000 principal for 4.125% First Mortgage Bonds due 2044

Historical Context

5 past events · Latest: Dec 17

5 events

1. Dec 17

   Board appointment

   24h Move

   +0.6%

   New independent director elected to board and key committees.

2. Dec 17

   Dividend declaration

   24h Move

   -0.8%

   Quarterly dividend of $0.57 per share with set record and pay dates.

3. Dec 15

   Debt tender launch

   24h Move

   +0.8%

   Commenced cash tender offers for up to $345M of subsidiary bonds.

4. Dec 05

   Power supply deal

   24h Move

   -1.9%

   Subsidiary to supply up to 200 MW to large AI campus.

5. Oct 21

   Leadership change

   24h Move

   -0.8%

   New regional president appointed for Upper Midwest operations.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

first mortgage bonds, cash tender offers, offer to purchase, notice of guaranteed delivery, +4 more

8 terms

first mortgage bonds financial

"three separate offers ... to purchase for cash three series of first mortgage bonds"

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.

cash tender offers financial

"Xcel Energy Inc. announced today (i) the results of its previously announced three separate offers"

A cash tender offer is when a company or investor offers to buy shares directly from shareholders for cash, usually at a price higher than the current market value. It’s a way to quickly acquire a large number of shares, often to gain control of a company or influence its decisions.

offer to purchase financial

"The Offers were made upon the terms and subject to the conditions set forth in the Offer to Purchase"

An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.

notice of guaranteed delivery financial

"the accompanying notice of guaranteed delivery (the Notice of Guaranteed Delivery"

A notice of guaranteed delivery is a short, written promise used when investors want to sell shares in a tender offer but cannot deliver the physical or electronic share certificates by the offer deadline. It acts like a post-dated IOU: the seller guarantees they will provide the required documents within a short, specified window while still qualifying for the offer’s price and terms. For investors this preserves their right to participate in a deal while giving extra time to complete paperwork, but it also creates a reliance on timely follow-through to receive payment.

guaranteed delivery procedures financial

"tendered pursuant to the Guaranteed Delivery Procedures and remain subject to the Holders’ performance"

Guaranteed delivery procedures are a settlement arrangement that lets a buyer or seller complete a trade even when the actual shares or cash cannot be delivered immediately, by promising to provide them within a short, specified window. For investors this works like reserving and paying for an item that will be shipped later: it reduces the risk of a failed trade and allows participation in offerings or market trades despite paperwork or transfer delays, but it also means you should watch the final settlement date and counterparty obligations.

total consideration financial

"The Total Consideration for each series of Bonds ... payable per each $1,000 principal amount"

Total consideration is the full amount of value exchanged in a transaction, including all payments, assets, or benefits involved. It represents what is given up or received in a deal, much like the total price paid when buying a house, covering both the purchase price and any additional costs or benefits. For investors, understanding total consideration helps assess the true scale and value of a transaction.

accrued and unpaid interest financial

"will receive a cash payment equal to the accrued and unpaid interest on such Bonds"

Accrued and unpaid interest is the interest that has built up on a loan or debt but hasn't been paid yet. It's like owing your friend money for a favor over time—you're expected to pay it later, even though you haven't paid it yet. This matters because it shows how much you owe beyond the original amount borrowed.

depository trust company financial

"Under no circumstances will any interest be payable because of any delay in the transmission of funds to Holders by the Depository Trust Company"

A central securities depository that holds stocks, bonds and other securities in electronic form and handles the transfer and finalizing of trades between brokerages. For investors it acts like a secure electronic vault and central bookkeeping hub that speeds transactions, reduces the chance of lost or duplicated certificates, and determines whether holdings are eligible for trading, dividends and other corporate actions through your broker.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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MINNEAPOLIS, Dec. 22, 2025 (GLOBE NEWSWIRE) -- Xcel Energy Inc. (NASDAQ: XEL) (Xcel Energy) announced today (i) the results of its previously announced three separate offers (each an Offer and, together, the Offers) to purchase for cash three series of first mortgage bonds (the Bonds) issued by Northern States Power Company, a Minnesota corporation and a wholly owned subsidiary of Xcel Energy and (ii) that it has amended the Offers by waiving the Maximum Purchase Condition, allowing Xcel Energy to accept all Bonds tendered in full.

The Offers were 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.

The Offers expired at 5:00 p.m. (New York City time) on December 19, 2025 (the Expiration Date). The settlement date will be the third business day after the Expiration Date and will be December 24, 2025 (the Settlement Date).

According to information provided by D.F. King & Co, Inc., the Information and Tender Agent in connection with the Offers, $506,684,000 combined aggregate principal amount of Bonds were validly tendered prior to or at the Expiration Date and not validly withdrawn. All such Bonds have been accepted for purchase. In addition, $2,492,000 combined aggregate principal amount of Bonds were tendered pursuant to the Guaranteed Delivery Procedures and remain subject to the Holders’ (as defined in the Offer to Purchase) performance of the delivery requirements under such procedures. The table below provides certain information about the Offers, including the aggregate principal amount of each series of Bonds validly tendered and not validly withdrawn prior to the Expiration Date and the aggregate principal amount of Bonds reflected in Notices of Guaranteed Delivery delivered at or prior to the Expiration Date pursuant to the Tender Offer Documents.

Acceptance Priority Level	Title of Security	CUSIP Number	Principal Amount Outstanding		Total Consideration(1)		Principal Amount Tendered(2)		Principal Amount Accepted(2)		Principal Amount Reflected in Notices of Guaranteed Delivery
1	3.600% First Mortgage Bonds, Series due May 15, 2046	665772 CP2	$350,000,000(3)		$796.20		$178,960,000		$178,960,000		$2,445,000
2	4.00% First Mortgage Bonds, Series due August 15, 2045	665772 CN7	$300,000,000		$849.20		$147,646,000		$147,646,000		$47,000
3	4.125% First Mortgage Bonds, Series due May 15, 2044	665772 CL1	$300,000,000		$869.57		$180,078,000		$180,078,000		—

________________

(1)	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.
(2)	Excludes the principal amounts of Bonds for which Holders have complied with certain procedures applicable to guaranteed delivery pursuant to the Guaranteed Delivery Procedures (as defined in the Offer to Purchase). Such amounts remain subject to the Guaranteed Delivery Procedures. Bonds tendered pursuant to the Guaranteed Delivery Procedures are required to be tendered at or prior to 5:00 p.m. (New York City time) on December 23, 2025.
(3)	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.

Upon the terms and subject to the conditions set forth in the Offer to Purchase, Holders whose Bonds have been 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.

In addition to the applicable Total Consideration, Holders whose Bonds have been 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 or its participants.

The Offers are subject to the satisfaction of the conditions set forth in the Offer to Purchase 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.

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).

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.

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. 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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much aggregate principal did XEL accept in the tender offers on December 19, 2025?

XEL accepted $506,684,000 aggregate principal amount of bonds validly tendered by the Expiration Date.

When is the settlement date for the XEL tender offers for Northern States Power bonds?

The Settlement Date is scheduled for December 24, 2025, three business days after the Expiration Date.

What total consideration per $1,000 did XEL offer for the 2044, 2045, and 2046 bond series?

The Total Consideration per $1,000 was $869.57 (2044), $849.20 (2045), and $796.20 (2046).

Did XEL place a cap on purchases in the tender offers (Maximum Purchase Condition)?

XEL amended the Offers by waiving the Maximum Purchase Condition, allowing acceptance of all Bonds tendered in full.

What happens to bonds tendered under the Guaranteed Delivery Procedures for XEL offers?

Guaranteed delivery tenders totaling $2,492,000 remain subject to the holders' delivery requirements and must satisfy procedures by December 23, 2025.