IDACORP, Inc. (NYSE: IDA) announced today that it has priced an underwritten public offering of 2,801,724 shares of its common stock at a public offering price of $92.80 per share. Subject to certain conditions, all shares are expected to be borrowed by the forward counterparty (as defined below) (or its affiliates) and sold to the underwriters in the offering in connection with the forward sale agreement described below. In conjunction with the offering, IDACORP has granted to the underwriters an option to purchase up to 420,258 additional shares of its common stock. If such option is exercised, IDACORP may, in its sole discretion, enter into an additional forward sale agreement with the forward counterparty with respect to such additional shares.
Wells Fargo Securities and Morgan Stanley are acting as joint lead bookrunners of the offering and representatives of the underwriters. BofA Securities and Mizuho are also acting as bookrunners for the offering. The underwriters may offer the shares of common stock in transactions on the New York Stock Exchange, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. Closing of the offering is expected to occur on or about November 10, 2023, subject to customary closing conditions.
In connection with the offering, IDACORP entered into a forward sale agreement with Morgan Stanley, referred to in such capacity as the forward counterparty, pursuant to which IDACORP agreed to sell to the forward counterparty or its affiliates 2,801,724 shares of common stock at an initial forward sale price per share equal to the price per share at which the underwriters purchase the shares in the offering, subject to certain adjustment, upon physical settlement of the forward sale agreement. Settlement of the forward sale agreement is expected to occur no later than 12 months following the completion of the offering. IDACORP 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.
IDACORP will not initially receive any proceeds from the sale of shares of its common stock by the forward counterparty (or affiliates thereof) to the underwriters. If IDACORP elects physical settlement of the forward sale agreement, it expects to use any net proceeds for general corporate purposes, which may include capital expenditures.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make an offer, solicitation or sale in such jurisdiction. The public offering is being made pursuant to an effective shelf registration statement that has been filed with the Securities and Exchange Commission, or SEC. A final prospectus supplement related to the offering will be filed with the SEC and will be available on the SEC's website at http://www.sec.gov. In addition, copies of the prospectus and prospectus supplement relating to the shares of common stock offered in the offering may be obtained by contacting: Wells Fargo Securities, LLC, Attention: WFS Customer Service, 30 Hudson Yards, New York, New York 10001, by telephone at (800) 326-5897, or by e-mail at firstname.lastname@example.org; or Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014.
In addition to the historical information contained in this press release, this press release contains statements that relate to future events and expectations, such as statements regarding IDACORP's offering of common stock and the related forward transaction. Such statements constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions, or future events or performance, often, but not always, through the use of words or phrases such as "anticipates," "believes," "could," "estimates," "expects," "intends," "potential," "plans," "predicts," "preliminary," "projects," "targets," "may," "may result," "may continue," or similar expressions, are not statements of historical facts and may be forward-looking. Forward-looking statements are not guarantees of future performance, involve estimates, assumptions, risks, and uncertainties, and may differ materially from actual results, performance, or outcomes. Some, but not all, of the risks and uncertainties that could materially affect actual results include, among others:
- the satisfaction of customary closing conditions relating to the offering and the forward sale agreement;
- capital market risks; and
- the impact of general economic or industry conditions.
There can be no assurance that the offering will be completed on the anticipated terms, or at all. For more information about potential factors that could affect IDACORP's businesses and financial results, please review IDACORP's most recent Annual Report on Form 10-K, particularly Part I, Item 1A - "Risk Factors" and Part II, Item 7 - "Management's Discussion and Analysis of Financial Condition and Results of Operations" of that report and subsequent reports filed by IDACORP with the SEC. These factors should be considered when evaluating the forward-looking statements, and undue reliance should not be placed on such statements. The forward-looking statements included herein are made as of the date hereof and, except as required by law, IDACORP undertakes no obligation to publicly update such statements to reflect subsequent events or circumstances.
About IDACORP, Inc.
IDACORP, Inc. (NYSE: IDA), Boise, Idaho-based and formed in 1998, is a holding company comprised of Idaho Power, a regulated electric utility; IDACORP Financial, an investor in affordable housing and other real estate tax credit investments; and Ida-West Energy, an operator of small hydroelectric generation projects that satisfy the requirements of the Public Utility Regulatory Policies Act of 1978. Idaho Power, headquartered in Boise, Idaho, has been a locally operated energy company since 1916. Today, it serves a 24,000-square-mile service area in Idaho and Oregon.