UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 24, 2016
Commission File Number |
Exact Name of Registrant as Specified in its Charter, State of Incorporation, Address of Principal Executive Offices and Telephone Number |
I.R.S. Employer Identification No. | ||
001-32206 | GREAT PLAINS ENERGY INCORPORATED | 43-1916803 | ||
(A Missouri Corporation) | ||||
1200 Main Street | ||||
Kansas City, Missouri 64105 | ||||
(816) 556-2200 |
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 | Other Events. |
On or prior to June 27, 2016, Computershare Trust Company, N.A., (Computershare) will send a redemption notice on behalf of Great Plains Energy Incorporated (the Company), a copy of which is attached hereto as Exhibit 99.1, to holders of record of the Companys (i) 3.80% Cumulative Preferred Stock CUSIP No. 391164209 (3.80% Preferred), (ii) 4.50% Cumulative Preferred Stock CUSIP No. 391164506 (4.50% Preferred), (iii) 4.20% Cumulative Preferred Stock CUSIP No. 391164308 (4.20% Preferred) and (iv) 4.35% Cumulative Preferred Stock CUSIP No. 391164407 (4.35% Preferred and collectively the Preferred Stock). Pursuant to the redemption notice, on August 10, 2016 (the Redemption Date), the Company will redeem all outstanding shares of its (i) 3.80% Preferred for $103.70 per share, plus accrued and unpaid dividends to the Redemption Date of $0.75 per share, for a total redemption price of $104.45 per share, (ii) 4.50% Preferred for $101.00 per share, plus accrued and unpaid dividends to the Redemption Date of $0.89 per share, for a total redemption price of $101.89 per share, (iii) 4.20% Preferred for $102.00 per share, plus accrued and unpaid dividends to the Redemption Date of $0.83 per share, for a total redemption price of $102.83 per share and (iv) 4.35% Preferred for $101.00 per share, plus accrued and unpaid dividends to the Redemption Date of $0.86 per share, for a total redemption price of $101.86 per share.
As soon as the Company deposits cash for the aggregate redemption price for all of the Preferred Stock with Computershare in trust for the account of the holders of the Preferred Stock, the Preferred Stock will no longer be deemed outstanding, and all rights with respect to such stock will cease and terminate, except the right of holders to receive payment of the redemption price to which each is due, without interest and net of any withholding tax.
Forward Looking Statements
Statements made in this Current Report on Form 8-K that are not based on historical facts are forward-looking, may involve risks and uncertainties, and are intended to be as of the date when made. Forward-looking statements include, but are not limited to, statements relating to Great Plains Energys proposed acquisition of Westar, shareholder and regulatory approvals, the completion of the proposed transactions, benefits of the proposed transactions, and anticipated future financial measures and operating performance and results, including estimates for growth and other matters affecting future operations. In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Great Plains Energy is providing a number of important factors that could cause actual results to differ materially from the provided forward-looking information. These important factors include: the risk that Great Plains Energy or Westar may be unable to obtain shareholder approvals for the proposed transactions or that Great Plains Energy or Westar may be unable to obtain governmental and regulatory approvals required for the proposed transactions, or that required governmental and regulatory approvals or agreements with other parties interested therein may delay the proposed transactions or may be subject to or impose adverse conditions or costs; the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed transactions or could otherwise cause the failure of the proposed transactions to close; risks relating to the potential decline in the Great Plains Energy share price resulting in an increase in the exchange ratio of Great Plains Energy shares offered to Westar shareholders in accordance with the transaction agreement and resulting in reduced value of the proposed transactions to Great Plains Energy shareholders; the risk that a condition to the closing of the proposed transactions or the committed debt or equity financing may not be satisfied; the failure to obtain, or to obtain on favorable terms, any equity, debt or equity-linked financing necessary to complete or permanently finance the proposed transactions and the costs of such financing; the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted
relating to the proposed transactions; the receipt of an unsolicited offer from another party to acquire assets or capital stock of Great Plains Energy or Westar that could interfere with the proposed transactions; the timing to consummate the proposed transactions; the costs incurred to consummate the proposed transactions; the possibility that the expected value creation from the proposed transactions will not be realized, or will not be realized within the expected time period; the credit ratings of the companies following the proposed transactions; disruption from the proposed transactions making it more difficult to maintain relationships with customers, employees, regulators or suppliers; the diversion of management time and attention on the proposed transactions; future economic conditions in regional, national and international markets and their effects on sales, prices and costs; prices and availability of electricity in regional and national wholesale markets; market perception of the energy industry, Great Plains Energy changes in business strategy, operations or development plans; the outcome of contract negotiations for goods and services; effects of current or proposed state and federal legislative and regulatory actions or developments, including, but not limited to, deregulation, re-regulation and restructuring of the electric utility industry; decisions of regulators regarding rates the Companies can charge for electricity; adverse changes in applicable laws, regulations, rules, principles or practices governing tax, accounting and environmental matters including, but not limited to, air and water quality; financial market conditions and performance including, but not limited to, changes in interest rates and credit spreads and in availability and cost of capital, derivatives and hedges and the effects on nuclear decommissioning trust and pension plan assets and costs; impairments of long-lived assets or goodwill; credit ratings; inflation rates; effectiveness of risk management policies and procedures and the ability of counterparties to satisfy their contractual commitments; impact of terrorist acts, including but not limited to cyber terrorism; ability to carry out marketing and sales plans; weather conditions including, but not limited to, weather-related damage and their effects on sales, prices and costs; cost, availability, quality and deliverability of fuel; the inherent uncertainties in estimating the effects of weather, economic conditions and other factors on customer consumption and financial results; ability to achieve generation goals and the occurrence and duration of planned and unplanned generation outages; delays in the anticipated in-service dates and cost increases of generation, transmission, distribution or other projects; Great Plains Energys ability to successfully manage transmission joint ventures or to integrate the transmission joint ventures of Westar; the inherent risks associated with the ownership and operation of a nuclear facility including, but not limited to, environmental, health, safety, regulatory and financial risks; workforce risks, including, but not limited to, increased costs of retirement, health care and other benefits; and other risks and uncertainties.
This list of factors is not all-inclusive because it is not possible to predict all factors. Additional risks and uncertainties will be discussed in the joint proxy statement/prospectus and other materials that Great Plains Energy will file with the SEC in connection with the proposed transactions. Other risk factors are detailed from time to time in Great Plains Energys quarterly reports on Form 10-Q and annual report on Form 10-K filed with the Securities and Exchange Commission. Each forward-looking statement speaks only as of the date of the particular statement. Great Plains Energy undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any proxy, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the proposed transactions, Great Plains Energy will file a Registration Statement on Form S-4, that includes a joint
proxy statement of Great Plains Energy and Westar, which also constitutes a prospectus of Great Plains Energy, as well as other materials. WE URGE INVESTORS TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS AND THESE OTHER MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GREAT PLAINS ENERGY, WESTAR AND THE PROPOSED TRANSACTION. Investors will be able to obtain free copies of the registration statement and joint proxy statement/prospectus (when available) and other documents that will be filed by Great Plains Energy and Westar with the SEC at http://www.sec.gov, the SECs website, or from Great Plains Energys website (http://www.greatplainsenergy.com) under the tab, Investor Relations and then under the heading SEC Filings. These documents will also be available free of charge from Westars website (http://www.westarenergy.com/) under the tab Investors and then under the heading SEC Filings.
Participants in Proxy Solicitation
Great Plains Energy, Westar and their respective directors and certain of their executive officers may be deemed, under SEC rules, to be participants in the solicitation of proxies from Great Plains Energys and Westars shareholders with respect to the proposed transaction. Information regarding the officers and directors of Great Plains Energy is included in its definitive proxy statement for its 2016 annual meeting filed with SEC on March 24, 2016. Information regarding the officers and directors of Westar is included in its definitive proxy statement for its 2016 annual meeting filed with the SEC on April 1, 2016. More detailed information regarding the identity of potential participants, and their direct or indirect interests, by securities, holdings or otherwise, will be set forth in the registration statement and joint proxy statement/prospectus and other materials when they are filed with the SEC in connection with the proposed transaction.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit No. | Description | |
99.1 | Notice of Redemption of all Outstanding Shares of Cumulative Preferred Stock, par value $100 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 24, 2016
GREAT PLAINS ENERGY INCORPORATED | ||
By: | /s/ Ellen E. Fairchild | |
Name: | Ellen E. Fairchild | |
Title: | Vice President, Chief Compliance Officer and Corporate Secretary |
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | Notice of Redemption of all Outstanding Shares of Cumulative Preferred Stock, par value $100 |
Exhibit 99.1
GREAT PLAINS ENERGY INCORPORATED
NOTICE OF REDEMPTION OF ALL OUTSTANDING SHARES OF
Cumulative Preferred Stock, par value $100 (the Preferred Stock), including
3.80% Cumulative Preferred Stock CUSIP No. 391164209 (3.80% Preferred)
4.50% Cumulative Preferred Stock CUSIP No. 391164506 (4.50% Preferred)
4.20% Cumulative Preferred Stock CUSIP No. 391164308 (4.20% Preferred)
4.35% Cumulative Preferred Stock CUSIP No. 391164407 (4.35% Preferred)
Date of Notice: June 24, 2016
NOTICE IS HEREBY GIVEN pursuant to Section (v) of Article Three of the Articles of Incorporation of Great Plains Energy Incorporated (the Company), as amended May 6, 2014 (the Charter) that the Company has elected to redeem all of the outstanding shares of every series of the Preferred Stock at the redemption price therefore set forth in the Charter. All of these shares were originally issued by Kansas City Power & Light Company and were converted to shares of Great Plains Energy Incorporated in 2001.
All outstanding shares of Preferred Stock will be redeemed on August 10, 2016 (the Redemption Date) at a redemption price equal to:
(i) | $103.70 per share, plus accrued and unpaid dividends to the Redemption Date of $0.75 per share, for a total redemption price of $104.45 per share for the 3.80% Preferred, |
(ii) | $101.00 per share, plus accrued and unpaid dividends to the Redemption Date of $0.89 per share, for a total redemption price of $101.89 per share for the 4.50% Preferred, |
(iii) | $102.00 per share, plus accrued and unpaid dividends to the Redemption Date of $0.83 per share, for a total redemption price of $102.83 per share for the 4.20% Preferred, and |
(iv) | $101.00 per share, plus accrued and unpaid dividends to the Redemption Date of $0.86 per share, for a total redemption price of $101.86 per share for the 4.35% Preferred (each a Redemption Price). |
On or prior to the Redemption Date, the Company will deposit with Computershare Trust Company, N.A., as redemption agent (Computershare), cash in the aggregate amount of the Redemption Price for all outstanding shares of Preferred Stock in trust for the account of the holders of shares of the Preferred Stock. Computershare shall pay to the registered holders of the Preferred Stock the applicable Redemption Price, net of any withholding tax, upon presentation and surrender of the certificate(s) for such shares at the offices of Computershare in accordance with the instructions set forth in a Letter of Transmittal sent to all holders of Preferred Stock. Computershares address is Computershare, Corporate Actions, 250 Royall Street, Canton, MA 02021. Questions and requests for assistance may be directed to Computershare at (800) 546-5141.
Pursuant to Section (v) of Article Three of the Charter, upon deposit of the aggregate amount of the Redemption Price with Computershare, all shares of Preferred Stock shall be immediately deemed no longer to be outstanding for any purpose, and all rights with respect to such shares shall thereby cease and terminate, excepting only the right of the holders of the certificates for such shares to receive, out of the funds so deposited in trust with Computershare, the Redemption Price, without interest and net of any withholding tax, to which each is entitled.
Notwithstanding the foregoing, all shares of Preferred Stock represented by global certificates registered in the name of the nominee of The Depository Trust Company (DTC) will be redeemed, and payment of the Redemption Price for such shares will be made, in accordance with DTCs procedures and all other uncertificated shares held electronically will be redeemed automatically.