UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
| Date of report (Date of earliest event reported): |
Commission File Number |
Exact Name of Each Registrant as specified in its charter; State of Incorporation; Address; and Telephone Number |
IRS Employer Identification No. | |||
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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:
| 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
This combined Form 8-K is separately filed or furnished by Pinnacle West Capital Corporation and Arizona Public Service Company. Each registrant is filing or furnishing on its own behalf all of the information contained in this Form 8-K that relates to such registrant and, where required, its subsidiaries. Except as stated in the preceding sentence, neither registrant is filing or furnishing any information that does not relate to such registrant, and therefore makes no representation as to any such information.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
The registrants hereby file the following Exhibits to Registration Statement on Form S-3 (No. 333-277448 and No. 333-277448-01, which became effective on February 28, 2024).
|
Exhibit |
Description |
Previously
Filed as Exhibit |
Date Filed | |||
| 1.1 | Underwriting Agreement dated May 6, 2024, in connection with the offering of $450,000,000 of 5.70% Notes due 2034 | |||||
| 4.1 | Thirty-First Supplemental Indenture relating to the issuance of $450,000,000 of 5.70 Notes due 2034 | |||||
| 4.2 | Specimen Note of 5.70% Notes due 2034 | |||||
| 5.1 | Opinion of Robert E. Smith, Executive Vice President, General Counsel and Chief Development Officer | |||||
| 99.1 | Information relating to Item 14 of the Registration Statement on Form S-3 (No. 333-277448-01) | |||||
| 104 | 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PINNACLE WEST CAPITAL CORPORATION | |
| (Registrant) | |
| Dated: May 9, 2024 | By: /s/ Andrew Cooper |
| Andrew Cooper | |
| Senior Vice President and Chief Financial Officer | |
| ARIZONA PUBLIC SERVICE COMPANY | |
| (Registrant) | |
| Dated: May 9, 2024 | By: /s/ Andrew Cooper |
| Andrew Cooper | |
| Senior Vice President and Chief Financial Officer | |