MILWAUKEE, May 22, 2024
/PRNewswire/ -- WEC Energy Group, Inc. (NYSE: WEC) today announced
that it intends to offer, subject to market and other conditions,
$750,000,000 in aggregate principal
amount of its convertible senior notes due 2027 (the "2027
convertible notes") and $750,000,000
in aggregate principal amount of its convertible senior notes due
2029 (the "2029 convertible notes" and, together with the 2027
convertible notes, the "convertible notes") in a private offering
to qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"). In
addition, WEC Energy Group expects to grant the initial purchasers
of the convertible notes an option to purchase, within a 13-day
period beginning on, and including, the date the convertible notes
are first issued, up to an additional $112,500,000 in aggregate principal amount of the
2027 convertible notes and up to an additional $112,500,000 in aggregate principal amount of the
2029 convertible notes.
Final terms of each series of the convertible notes, including
the initial conversion price, interest rate and certain other terms
of the convertible notes, will be determined at the time of
pricing. The convertible notes will be senior, unsecured
obligations of WEC Energy Group. Interest on the convertible notes
will be paid semiannually. The convertible notes will mature on
June 1, 2027 (in the case of the 2027
convertible notes) and June 1, 2029
(in the case of the 2029 convertible notes), unless earlier
converted or repurchased in accordance with their terms or (in the
case of the 2029 convertible notes) redeemed by WEC Energy
Group.
Prior to March 1, 2027 (in the
case of the 2027 convertible notes) or March
1, 2029 (in the case of the 2029 convertible notes), holders
will have the right to convert their convertible notes only upon
the occurrence of certain events and during certain periods. From
and after March 1, 2027 (in the case
of the 2027 convertible notes) or March 1,
2029 (in the case of the 2029 convertible notes), holders
will have the right to convert their convertible notes at any time
until the close of business on the second scheduled trading day
immediately preceding the maturity date of the applicable series of
convertible notes. Upon conversion, WEC Energy Group will pay cash
up to the aggregate principal amount of the convertible notes of
the applicable series to be converted and pay or deliver, as the
case may be, cash, shares of WEC Energy Group's common stock, or a
combination of cash and shares of common stock, at WEC Energy
Group's election, in respect of the remainder, if any, of WEC
Energy Group's conversion obligation in excess of the aggregate
principal amount of the convertible notes of the applicable series
being converted.
WEC Energy Group intends to use the net proceeds from this
offering for general corporate purposes, including the repayment of
short-term indebtedness.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of
these securities in any jurisdiction in which such an offer,
solicitation or sale would be unlawful. The offer and sale of the
convertible notes and the shares of common stock issuable upon
conversion of the convertible notes, if any, have not been, and
will not be, registered under the Securities Act or the securities
laws of any other jurisdiction, and the convertible notes and such
shares of common stock may not be offered or sold without
registration or an applicable exemption from registration
requirements.
WEC Energy Group (NYSE: WEC), based in Milwaukee, is an energy company serving 4.7
million customers in Wisconsin,
Illinois, Michigan and Minnesota.
The company's principal utilities are We Energies, Wisconsin
Public Service, Peoples Gas, North Shore Gas, Michigan Gas
Utilities, Minnesota Energy Resources and Upper Michigan Energy
Resources. Another major subsidiary, We Power, designs, builds and
owns electric generating plants. In addition, WEC Infrastructure
LLC owns a growing fleet of renewable generation facilities in
states ranging from South Dakota
to Texas.
Forward-looking statements
Certain statements contained in this press release are
"forward-looking statements" under federal securities laws.
These statements are based upon management's current expectations
and are subject to risks and uncertainties that could cause actual
results to differ materially from those contemplated in the
forward-looking statements. Readers are cautioned not to place
undue reliance on these statements. Forward-looking statements
include, among other things, statements concerning the anticipated
terms of the convertible notes being offered, the completion,
timing and size of the offering and the intended use of
proceeds.
Factors that could cause actual results to differ materially
from those contemplated in any forward-looking statements include,
but are not limited to: market conditions, including market
interest rates; the trading price and volatility of WEC Energy
Group's common stock; and risks relating to WEC Energy Group's
business, including those described under the heading "Factors
Affecting Results, Liquidity and Capital Resources" in Management's
Discussion and Analysis of Financial Condition and Results of
Operations and under the headings "Cautionary Statement Regarding
Forward-Looking Statements" and "Risk Factors" in the company's
Annual Report on Form 10-K for the year ended December 31, 2023, and in subsequent reports
filed with the Securities and Exchange Commission. There can
be no assurance that the planned offering of convertible notes will
be completed on the anticipated terms, or at all. Except as may be
required by law, WEC Energy Group expressly disclaims any
obligation to update any forward‐looking
information.
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SOURCE WEC Energy Group