MILWAUKEE, May 22, 2024
/PRNewswire/ -- WEC Energy Group, Inc. (NYSE: WEC) today announced
the pricing of $750,000,000 in
aggregate principal amount of its 4.375% convertible senior
notes due 2027 (the "2027 convertible notes") and $750,000,000 in aggregate principal amount of its
4.375% 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 granted 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. The
offering is expected to close on May 28,
2024, subject to customary closing conditions.
The convertible notes will be senior, unsecured obligations of
WEC Energy Group. Interest on the convertible notes will be
paid semiannually, at a rate of 4.375% per annum (in the case of
the 2027 convertible notes) and at a rate of 4.375% per annum (in
the case of the 2029 convertible notes). 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.
The conversion rate for the 2027 convertible notes will
initially be 10.1243 shares of WEC Energy Group's common stock per
$1,000 principal amount of the 2027
convertible notes (equivalent to an initial conversion price of
approximately $98.77 per share of
common stock), representing an initial conversion premium of
approximately 20.0% above the last reported sale price of WEC
Energy Group's common stock on May 22,
2024. The conversion rate for the 2029 convertible notes
will initially be 10.1243 shares of WEC Energy Group's common stock
per $1,000 principal amount of the
2029 convertible notes (equivalent to an initial conversion price
of approximately $98.77 per share of
common stock), representing an initial conversion premium of
approximately 20.0% above the last reported sale price of WEC
Energy Group's common stock on May
22, 2024. The conversion rate of each series of
convertible notes is subject to adjustment in certain
circumstances. In addition, following certain corporate
events that occur prior to the maturity date of each series of the
convertible notes or, with respect to the 2029 convertible notes,
if WEC Energy Group delivers a notice of redemption, WEC Energy
Group will, in certain circumstances, increase the conversion rate
of the applicable series of convertible notes for any holder who
elects to convert its notes of such series in connection with such
corporate event or notice of redemption, as the case may be.
If WEC Energy Group undergoes a fundamental change (as defined
in the indentures that will govern the convertible notes), subject
to certain conditions, holders of the convertible notes may require
WEC Energy Group to repurchase for cash all or any portion of their
convertible notes at a repurchase price equal to 100% of the
principal amount of the convertible notes to be repurchased, plus
accrued and unpaid interest to, but excluding, the repurchase date.
WEC Energy Group may not redeem the 2027 convertible notes prior
to their maturity date. WEC Energy may not redeem the 2029
convertible notes prior to June 1, 2027. WEC Energy
Group may redeem for cash all or part (subject to certain
limitations on partial redemptions) of the 2029 convertible notes,
at its option, on or after June 1, 2027 and on or prior to the
41st scheduled trading day immediately preceding the
maturity date, if the last reported sale price of WEC Energy
Group's common stock has been at least 130% of the conversion price
of the 2029 convertible notes then in effect for at least 20
trading days (whether or not consecutive) during any 30 consecutive
trading day period (including the last trading day of such period)
ending on, and including, the trading day immediately preceding the
date on which WEC Energy Group provides notice of redemption. The
redemption price for the 2029 convertible notes will equal 100% of
the principal amount of the 2029 convertible notes to be redeemed,
plus accrued and unpaid interest to, but excluding, the redemption
date.
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 regarding the completion of
the offering of convertible notes 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; the satisfaction of
closing conditions related to the offering; 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 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