📋 Tender Overview
CHARLOTTE, N.C. - Duke Energy Corporation (NYSE: DUK) announced the pricing of its public offering of 35 million Equity Units. Each Equity Unit will be issued in a stated amount of 50 (1.75 billion aggregate stated amount) and will initially be in the form of a Corporate Unit consisting of a contract to purchase Duke Energy common stock in the future, a 1/40 undivided beneficial ownership interest in Duke Energys 4.85% Remarketable Senior Notes due 2032 having a principal amount of 1,000 and a 1/40 undivided beneficial ownership interest in Duke Energys 4.85% Remarketable Senior Notes due 2036 having a principal amount of 1,000. Each series of Remarketable Senior Notes is subject to remarketing, subject to certain conditions and during certain periods. The offering is expected to close on August 13, 2026, subject to customary closing conditions.
Duke Energy intends to apply to list the Corporate Units on The New York Stock Exchange and expects trading to commence within 30 days of the date of initial issuance (subject to listing approval).
Total distributions on the Corporate Units will be at the rate of 7.75% per year, consisting of interest payments on the Remarketable Senior Notes due 2032, interest payments on the Remarketable Senior Notes due 2036 and contract adjustment payments under the related stock purchase contracts. Under the purchase contracts, holders are required to purchase a variable number of shares of Duke Energy common stock no later than August 1, 2029. The reference price for the purchase contracts is 121.1827 per share, which is approximately equal to the closing price of Duke Energy common stock on The New York Stock Exchange on August 10, 2026. The minimum settlement rate under the purchase contracts is 0.3301 shares of Duke Energy common stock, which is approximately equal to the 50 stated amount per Equity Unit divided by the threshold appreciation price of 151.4693 per share, which represents a premium of approximately 25.00% over the reference price. The maximum settlement rate under the purchase contracts is 0.4126 shares of Duke Energy common stock, which is approximately equal to the 50 stated amount per Equity Unit divided by the reference price. Each of the settlement rates is subject to adjustment in certain circumstances.
Duke Energy has granted the underwriters an option to purchase within the 13-day period beginning on, and including, the initial issuance date of the Equity Units up to 5 million additional Corporate Units (an additional 250 million aggregate stated amount), solely for the purpose of covering over-allotments.
Duke Energy expects to use the net proceeds from the offering, which are expected to be approximately 1,719 million (or 1,965 million if the over-allotment option is exercised in full), after deducting the underwriting discounts and commissions but before deducting estimated offering expenses, (i) to redeem the outstanding 500 million aggregate principal amount of its 3.25% Junior Subordinated Debentures due 2082 (the Junior Subordinated Debentures), (ii) to repay a portion of its outstanding commercial paper and (iii) for general corporate purposes. This press release shall not constitute a notice of redemption of the Junior Subordinated Debentures or an obligation to issue a notice of redemption.
Barclays, BofA Securities, Mizuho, Citigroup, Goldman Sachs & Co. LLC, J.P. Morgan, Morgan Stanley, Truist Securities and Wells Fargo Securities will be book-running managers for the offering.
The offering is being made under an effective shelf registration statement filed with the U.S. Securities and Exchange Commission. This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such jurisdiction. Any offers of the securities will be made exclusively by means of a prospectus supplement and accompanying prospectus. Copies of these documents may be obtained from Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, email: Barclaysprospectus@broadridge.com, Telephone: (888) 603-5847; BofA Securities, Inc. at NC1-022-02-25, 201 North Tryon Street, Charlotte, North Carolina 28255-0001, Attn: Prospectus Department, or by email at dg.prospectus_requests@bofa.com; or Mizuho Securities USA LLC, 1271 Avenue of the Americas, 3rd Floor, New York, New York 10020, Attention: Equity Capital Markets, email: us-ecm@mizuhogroup.com.
Duke Energy
Duke Energy (NYSE: DUK), a Fortune 150 company headquartered in Charlotte, N.C., is one of Americas largest energy holding companies. The companys electric utilities serve 8.7 million customers in North Carolina, South Carolina, Florida, Indiana, Ohio and Kentucky, and collectively own 55,700 megawatts of energy capacity. Its natural gas utilities serve 1.6 million customers in North Carolina, South Carolina, Ohio and Kentucky.
Forward-Looking Information
This news release includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on managements beliefs and assumptions and can often be identified by terms and phrases that include anticipate, believe, intend, estimate, expect, continue, should, could, may, plan, project, predict, will, potential, forecast, target, guidance, outlook, or other similar terminology. Various factors may cause actual results to be materially different than the suggested outcomes within forward-looking statements; accordingly, there is no assurance that such results will be realized. These factors include, but are not limited to: the ability to implement Duke Energys business strategy, including meeting forecasted load growth demand, grid and fleet moderniza
