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Westar Energy Announces Public Offering of Its Common Stock

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Westar Energy, Inc. (the Company) (NYSE: WR) announced today that it plans to make a public offering of 7.0 million shares of its common stock, subject to market conditions. The Company expects that the underwriters will be granted an option to purchase up to an additional 1.05 million shares to cover over-allotments, if any. Subject to certain conditions, all shares will be sold in connection with the execution of the Forward Sale Agreement (as described below) and any Additional Forward Sale Agreement (as described below).

The Company intends to use any net proceeds that it receives upon settlement of the Forward Sale Agreement, any Additional Forward Agreement and any sale of its common stock in connection with the exercise, by the underwriters, of their over-allotment option, to repay short-term debt obligations incurred to fund investments in its electric utility infrastructure, including large projects to reduce air emissions from its power plants and the construction of new high capacity transmission lines, and to fund general corporate purposes.

J.P. Morgan, BofA Merrill Lynch, Citi and Wells Fargo Securities are acting as joint book-running managers for the offering.

The offering will be made under the Company's existing shelf registration statement filed with the Securities and Exchange Commission.

In connection with the offering, the Company expects to enter into an agreement (the Forward Sale Agreement) with an affiliate of J.P. Morgan Securities LLC (the Counterparty) under which the Company will agree to sell to the Counterparty (subject to the Company's right to cash or net share settle the Forward Sale Agreement) in the aggregate 7.0 million shares of the Company's common stock at the price per share in the offering, subject to certain adjustments.

In connection with hedging its exposure under the Forward Sale Agreement, the Counterparty (or its affiliate) is expected to borrow from third-party lenders and sell to the underwriters in the aggregate 7.0 million shares of the Company's common stock at the close of this offering. If the underwriters exercise their over-allotment option to purchase additional shares of the Company's common stock, the Company may, at its sole election, issue and sell such shares of its common stock directly to the underwriters or enter into an additional forward sale agreement with the Counterparty (an Additional Forward Sale Agreement), in which event the Counterparty (or its affiliate) is expected to borrow from third-party lenders and sell to the underwriters the number of shares of the Company's common stock with respect to which such over-allotment option has been exercised.

Settlement of the Forward Sale Agreement is expected to occur no later than approximately 18 months following the date of pricing.

This press release is neither an offer to sell nor a solicitation of an offer to buy shares of common stock. The offering of these securities will be made only by means of a prospectus and a related prospectus supplement. When available, copies of the prospectus and prospectus supplement may be obtained for free by visiting EDGAR on the SEC website at www.sec.gov or from:

J.P. Morgan
via Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Telephone: (866) 803-9204

BofA Merrill Lynch
Attn: Prospectus Department
4 World Financial Center
New York, NY 10080
E-mail: dg.prospectus_requests@baml.com

Citi
Brooklyn Army Terminal
140 58th Street, Brooklyn, NY 11220
Telephone: (877) 858-5407

Wells Fargo Securities
Attn: Equity Syndicate Department
375 Park Avenue
New York, NY 10152
Telephone: (800) 326-5897
E-mail: equity.syndicate@wellsfargo.com

Westar Energy, Inc. (NYSE: WR) is the largest electric utility in Kansas, providing electric service to about 687,000 customers in the state. Westar Energy has about 7,100 megawatts of electric generation capacity and operates and coordinates more than 35,000 miles of electric distribution and transmission lines.

Forward-looking statements: Certain matters discussed in this news release are "forward-looking statements." The Private Securities Litigation Reform Act of 1995 has established that these statements qualify for safe harbors from liability. Forward-looking statements may include words like "believe," "anticipate," "target," "expect," "pro forma," "estimate," "intend," "guidance" or words of similar meaning. Forward-looking statements describe future plans, objectives, expectations or goals. Although we believe that our expectations are based on reasonable assumptions, all forward-looking statements involve risk and uncertainty. The factors that could cause actual results to differ materially from these forward-looking statements include those discussed herein as well as (1) those discussed in our Annual Report on Form 10-K for the year ended Dec. 31, 2009 (a) under the heading, "Forward-Looking Statements," (b) in ITEM 1A. Risk Factors, (c) in ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, and (d) in ITEM 8. Financial Statements and Supplementary Data: Notes 13 and 15; (2) those discussed in our Quarterly Report on Form 10-Q filed October 28, 2010 (a) in ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations and (b) in Part I, Financial Information, ITEM 1. Financial Statements: Notes 7 and 8; and (3) other factors discussed in our filings with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date such statement was made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement was made.



 
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