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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/04/21 Pinnacle West Capital Corp. S-3ASR 3/04/21 12:633K Toppan Merrill/FA Arizona Public Service Co. |
Document/Exhibit Description Pages Size 1: S-3ASR Automatic Shelf Registration Statement by a HTML 313K Well-Known Issuer 2: EX-5.1 Opinion of Counsel re: Legality HTML 22K 3: EX-5.2 Opinion of Counsel re: Legality HTML 12K 4: EX-5.3 Opinion of Counsel re: Legality HTML 13K 5: EX-5.4 Opinion of Counsel re: Legality HTML 12K 6: EX-23.3 Consent of Expert or Counsel HTML 7K 7: EX-23.4 Consent of Expert or Counsel HTML 7K 8: EX-24.2 Power of Attorney HTML 9K 9: EX-24.3 Power of Attorney HTML 8K 10: EX-25.1 Statement of Eligibility to Act as a Trustee HTML 17K 11: EX-25.2 Statement of Eligibility to Act as a Trustee HTML 17K 12: EX-25.3 Statement of Eligibility to Act as a Trustee HTML 17K
tm218384-1_s3asr - none - 4.6250119s |
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ARIZONA
ARIZONA |
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86-0512431
86-0011170 |
|
|
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification Number) |
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| Large accelerated filer ☒ | | | Accelerated filer ☐ | | |
Non-accelerated filer ☐
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Smaller reporting company ☐
Emerging growth company ☐ |
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| Large accelerated filer ☐ | | | Accelerated filer ☐ | | |
Non-accelerated filer ☒
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Smaller reporting company ☐
Emerging growth company ☐ |
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Title of Each Class of
Securities to be Registered |
| | |
Amount to be Registered/ Proposed Maximum Offering Price Per
Unit/ Proposed Maximum Aggregate Offering Price/ Amount of Registration Fee(1) |
|
Pinnacle West Capital Corporation: | | | | | |
Unsecured Debt Securities
|
| | | | |
Preferred Stock
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| | | | |
Common Stock
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| | | | |
Depositary Shares representing fractional
interests in shares of Preferred Stock(2) |
| | | | |
Stock Purchase Contracts
|
| | | | |
Stock Purchase Units(3)
|
| | | | |
Arizona Public Service Company: | | | | | |
Unsecured Debt Securities
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| | | | |
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Page
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Pinnacle West Capital Corporation
Office of the Secretary Station 8602 P.O. Box 53999 Phoenix, Arizona 85072-3999 (602) 250-4400 |
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Arizona Public Service Company
Office of the Secretary Station 8602 P.O. Box 53999 Phoenix, Arizona 85072-3999 (602) 250-4400 |
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| Or online at www.pinnaclewest.com. | | | | |
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Securities and Exchange Commission registration fee
|
| | | $ | * | | |
|
Printing, engraving, and postage expenses
|
| | | | ** | | |
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Legal fees and expenses
|
| | | | ** | | |
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Accounting fees and expenses
|
| | | | ** | | |
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Rating Agency fees
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| | | | ** | | |
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Transfer Agent and Registrar, Trustee and Depository fees and expenses
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| | | | ** | | |
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Blue Sky fees and expenses
|
| | | | ** | | |
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Miscellaneous
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| | | | ** | | |
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Total
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| | | $ | ** | | |
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Exhibit
No. |
| |
Description
|
|
| *1.1 | | | Form of Pinnacle West Underwriting Agreement with respect to Unsecured Debt Securities | |
| *1.2 | | | Form of Pinnacle West Underwriting Agreement with respect to Preferred Stock | |
| *1.3 | | | Form of Pinnacle West Underwriting Agreement with respect to Common Stock | |
| *1.4 | | | Form of Pinnacle West Underwriting Agreement with respect to Depositary Shares | |
| *1.5 | | | Form of Pinnacle West Underwriting Agreement with respect to Stock Purchase Contracts | |
| *1.6 | | | Form of Pinnacle West Underwriting Agreement with respect to Stock Purchase Units | |
| *1.7 | | | Form of APS Underwriting Agreement with respect to Unsecured Debt Securities | |
| *4.1 | | | Form of Pinnacle West Senior Unsecured Debt Securities | |
| *4.2 | | | Form of Pinnacle West Subordinated Unsecured Debt Securities | |
| *4.3 | | | Form(s) of Pinnacle West Supplemental Indenture relating to Unsecured Debt Securities | |
| *4.4 | | | Statement of Pinnacle West Preferred Stock Designations | |
| *4.5 | | | Form of Pinnacle West Preferred Stock Certificate | |
| *4.6 | | | Form of APS Senior Unsecured Debt Securities | |
| *4.7 | | | Form of Deposit Agreement | |
| *4.8 | | | Form of Purchase Contract Agreement | |
| *4.9 | | | Form of Stock Purchase Unit Agreement | |
| *4.10 | | | Form of APS Supplemental Indenture relating to Unsecured Debt Securities | |
| 5.1 | | | Opinion of Robert E. Smith, Pinnacle West Senior Vice President and General Counsel for Pinnacle West Securities | |
| 5.2 | | | | |
| 5.3 | | | Opinion of Robert E. Smith, APS Senior Vice President and General Counsel for APS Unsecured Debt Securities | |
| 5.4 | | | | |
| 23.1 | | | Consent of Robert E. Smith (included in Opinions filed as Exhibits 5.1 and 5.3) | |
| 23.2 | | | Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Opinions filed as Exhibits 5.2 and 5.4) | |
| 23.3 | | | | |
| 23.4 | | | | |
| 24.1 | | | | |
| 24.2 | | | | |
| 24.3 | | | | |
| 25.1 | | | Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, for the Indenture dated as of December 1, 2000 relating to the Pinnacle West Senior Unsecured Debt Securities | |
| 25.2 | | | Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, for the Indenture dated as of December 1, 2000 relating to the Pinnacle West Subordinated Unsecured Debt Securities | |
| 25.3 | | | |
|
Exhibit
No. |
| |
Description
|
| |
Previously Filed
as Exhibit: |
| |
File No.a
|
| |
Date
Filed |
|
| 4.11 | | | | | Exhibit 3.1 to Pinnacle West/APS Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 | | | 1-8962 | | | 8-07-08 | | |
| 4.12 | | | | | Exhibit 3.1 to Pinnacle West /APS Current Report on Form 8-K dated February 25, 2020 | | | 1-8962 | | | 2-25-20 | | |
| 4.13 | | | Indenture dated as of December 1, 2000, between Pinnacle West and The Bank of New York Mellon Trust Company, N.A. (successor to The Bank of New York Mellon (formerly known as The Bank of New York)), as Trustee, relating to Senior Unsecured Debt Securities | | | Exhibit 4.1 to Pinnacle West Registration Statement No. 333-52476 | | | 333-52476 | | | 12-21-00 | |
| 4.14 | | | | | Exhibit 4.1 to Pinnacle West Current Report on Form 8-K dated June 10, 2020 | | | 1-8962 | | | 6-16-20 | | |
| 4.15 | | | Indenture dated as of December 1, 2000, between Pinnacle West and The Bank of New York Mellon Trust Company, N.A. (successor to The Bank of New York Mellon (formerly known as The Bank of New York)), as Trustee, relating to Subordinated Unsecured Debt Securities | | | Exhibit 4.2 to Pinnacle West Registration Statement No. 333-52476 | | | 333-52476 | | | 12-21-00 | |
| 4.16 | | | Agreement dated March 29, 1988, relating to the filing of instruments defining the rights of holders of long-term debt not in excess of 10% of Pinnacle West’s total assets | | | Exhibit 4.1 to Pinnacle West 1987 Form 10-K Report | | | 1-8962 | | | 3-30-88 | |
| 4.17 | | | | | Exhibit 4.1 to Pinnacle West Current Report on Form 8-K dated June 20, 2017 | | | 1-8962 | | | 6-20-17 | |
|
Exhibit
No. |
| |
Description
|
| |
Previously Filed
as Exhibit: |
| |
File No.a
|
| |
Date
Filed |
|
| 4.18 | | | | | Exhibit 4.10 to APS Registration Statement Nos. 333-15379 and 333- 27551 by means of Form 8-K Report dated January 15, 1998 | | | 1-4473 | | | 1-16-98 | | |
| 4.19 | | | | | Exhibit 4.1 to APS Registration Statement No. 333-90824 by means of Form 8-K Report dated May 9, 2003 | | | 1-4473 | | | 5-09-03 | | |
| 4.20 | | | | | Exhibit 4.1 to APS Registration Statement Nos. 333-106772 and 333-121512 by means of Form 8-K Report dated August 19, 2005 | | | 1-4473 | | | 8-22-05 | | |
| 4.21 | | | | | Exhibit 4.1 to APS Registration Statement No. 333-134206-01 by means of Form 8-K Report dated August 2, 2006 | | | 1-4473 | | | 8-03-06 | | |
| 4.22 | | | | | Exhibit 4.6f to Pinnacle West/APS 2014 Form 10-K Report | | | 1-4473 | | | 2-20-15 | | |
| 4.23 | | | | | Exhibit 4.6g to Pinnacle West/APS 2014 Form 10-K Report | | | 1-4473 | | | 2-20-15 | | |
| 4.24 | | | | | Exhibit 4.6h to Pinnacle West/APS 2014 Form 10-K Report | | | 1-4473 | | | 2-20-15 | | |
| 4.25 | | | | | Exhibit 4.6i to Pinnacle West/APS 2014 Form 10-K Report | | | 1-4473 | | | 2-20-15 | | |
| 4.26 | | | | | Exhibit 4.1 to Pinnacle West/APS Current Report on Form 8-K dated May 14, 2015 | | | 1-4473 | | | 5-19-15 | | |
| 4.27 | | | | | Exhibit 4.1 to Pinnacle West/APS Current Report on Form 8-K dated November 3, 2015 | | | 1-4473 | | | 11-6-15 | | |
| 4.28 | | | | | Exhibit 4.1 to Pinnacle West/APS Current Report on Form 8-K dated May 3, 2016 | | | 1-4473 | | | 5-6-16 | |
|
Exhibit
No. |
| |
Description
|
| |
Previously Filed
as Exhibit: |
| |
File No.a
|
| |
Date
Filed |
|
| 4.29 | | | | | Exhibit 4.1 to Pinnacle West/APS Current Report on Form 8-K dated September 15, 2016 | | | 1-4473 | | | 9-20-16 | | |
| 4.30 | | | | | Exhibit 4.1 to Pinnacle West/APS Current Report on Form 8-K dated September 6, 2017 | | | 1-4473 | | | 9-11-17 | | |
| 4.31 | | | | | Exhibit 4.1 to Pinnacle West/APS Current Report on Form 8-K dated August 7, 2018 | | | 1-4473 | | | 8-9-18 | | |
| 4.32 | | | | | Exhibit 4.1 to Pinnacle West/APS Current Report on Form 8-K dated February 26, 2019 | | | 1-4473 | | | 2-28-19 | | |
| 4.33 | | | | | Exhibit 4.1 to Pinnacle West/APS Current Report on Form 8-K dated August 12, 2019 | | | 1-4473 | | | 8-16-19 | | |
| 4.34 | | | | | Exhibit 4.1 to Pinnacle West/APS Current Report on Form 8-K dated November 18, 2019 | | | 1-4473 | | | 11-20-19 | | |
| 4.35 | | | | | Exhibit 4.1 to Pinnacle West/APS Current Report on Form 8-K dated May 19, 2020 | | | 1-4473 | | | 5-22-20 | | |
| 4.36 | | | | | Exhibit 4.1 to Pinnacle West/APS Current Report on Form 8-K dated September 8, 2020 | | | 1-4473 | | | 9-11-20 | | |
| 4.37 | | | | | Exhibit 4.1 to APS 1993 Form 10-K Report | | | 1-4473 | | | 3-30-94 | |
| | | | PINNACLE WEST CAPITAL CORPORATION | | |||
| | | | By: | | |
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Signature
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Title
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Date
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Principal Executive Officer and
Director |
| | | |
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Principal Financial Officer
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(Elizabeth A. Blankenship, Vice President,
Controller and Chief Accounting Officer) |
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Principal Accounting Officer
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/s/ Glynis A. Bryan
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Director
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Director
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/s/ Richard P. Fox
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Director
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Director
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Director
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Signature
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Title
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Date
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/s/ Kathryn L. Munro
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Director
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Director
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/s/ Paula J. Sims
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Director
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Director
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/s/ David P. Wagener
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Director
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| | |
| | | | ARIZONA PUBLIC SERVICE COMPANY | | |||
| | | | By: | | |
Jeffrey B. Guldner
Chairman of the Board of Directors and Chief Executive Officer |
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Signature
|
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Title
|
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Date
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|
|
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Principal Executive Officer and Director
|
| | | |
|
|
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Principal Financial Officer
|
| | | |
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(Elizabeth A. Blankenship, Vice President,
Controller and Chief Accounting Officer) |
| |
Principal Accounting Officer
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| | | |
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/s/ Glynis A. Bryan
|
| |
Director
|
| | | |
|
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Director
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/s/ Richard P. Fox
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Director
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Director
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Director
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Signature
|
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Title
|
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Date
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|
/s/ Kathryn L. Munro
|
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Director
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| | | |
|
|
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Director
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/s/ Paula J. Sims
|
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Director
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| | | |
|
|
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Director
|
| | | |
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/s/ David P. Wagener
|
| |
Director
|
| | |
This ‘S-3ASR’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / Effective on: | 3/4/21 | |||
3/3/21 | 3, 4, 8-K | |||
2/24/21 | 10-K, 8-K | |||
12/17/20 | ||||
9/8/20 | 424B3, 8-K, FWP | |||
6/10/20 | 424B3, 8-K, FWP | |||
5/19/20 | 424B3, 8-K, FWP | |||
2/25/20 | 4, 8-K | |||
11/18/19 | 424B3, 8-K, FWP | |||
8/12/19 | 424B2, 424B3, 8-K, FWP | |||
2/26/19 | 4, 424B3, 8-K, 8-K/A, FWP | |||
8/7/18 | 424B3, 8-K, FWP | |||
9/6/17 | 424B3, 8-K, FWP | |||
6/20/17 | 8-K | |||
9/15/16 | 424B3, 8-K, FWP | |||
5/3/16 | 424B3, 8-K, FWP | |||
11/3/15 | 424B2, 424B3, 8-K, FWP | |||
5/14/15 | 424B2, 424B3, 8-K, FWP | |||
6/30/08 | 10-Q, 8-K | |||
8/2/06 | 424B2, 8-K | |||
8/19/05 | 424B5, 8-K | |||
5/9/03 | 424B5, 8-K | |||
12/1/00 | ||||
1/15/98 | 424B5 | |||
List all Filings |