Filed Pursuant to Rule
424(b)(5)
Registration Statement
No. 333-225349
The information in this preliminary
prospectus supplement is not complete and may be changed. This
preliminary prospectus supplement and the accompanying prospectus
are not an offer to sell these securities, and we are not
soliciting an offer to buy these securities, in any jurisdiction
where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED OCTOBER 5, 2020
PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus dated June 1, 2018)
$

$ %
Senior Notes due
,
20
$ %
Senior Notes due
,
20
WEC Energy Group, Inc. is offering
$ aggregate principal amount of
its % senior notes
due ,
20 (the
“20 Notes”) and $
aggregate principal amount of its
% senior notes due
,
20 (the “20
Notes” and, together with
the 20 Notes, the “Notes”). We
will pay interest on the Notes semi-annually in arrears
on
and of
each year, beginning on
,
2021. The Notes will be issued only in denominations of $1,000 and
integral multiples of $1,000.
We may, at our option, redeem some or all of the Notes at any time
prior to maturity at the applicable redemption prices discussed
under the caption “Certain Terms of the Notes — Redemption at Our
Option.”
The Notes will be unsecured and will rank equally with all of our
other unsecured and unsubordinated debt and other obligations from
time to time outstanding.
Investing in the Notes involves certain risks. See “Risk
Factors” on page S-5 of this prospectus supplement.
We do not intend to apply for listing of the Notes on any
securities exchange or automated quotation system.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the
accompanying prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.
|
|
Public
Offering
Price(1) |
|
Underwriting
Discount |
|
Proceeds
to
WEC Energy Group, Inc.
(before
expenses) |
Per 20 Note |
|
% |
|
% |
|
% |
Total |
|
$ |
|
$ |
|
$ |
Per
20 Note |
|
% |
|
% |
|
% |
Total |
|
$ |
|
$ |
|
$ |
(1) Plus accrued interest from
October , 2020, if
settlement occurs after that date.
The underwriters expect to deliver the Notes in book-entry form
only through The Depository Trust Company on or about
October , 2020.
Joint Book-Running Managers
Barclays |
J.P.
Morgan |
KeyBanc
Capital Markets |
TD
Securities |
US
Bancorp |
Wells
Fargo Securities |
Senior Co-Manager
Goldman Sachs & Co. LLC
Co-Managers
Siebert
Williams Shank |
Comerica
Securities |
October , 2020
You should rely only on the information contained or
incorporated by reference in this prospectus supplement, the
accompanying prospectus and any written communication from us or
the underwriters specifying the final terms of the offering. We
have not, and the underwriters have not, authorized anyone to
provide you with different information. Neither we nor the
underwriters are making an offer of these securities in any
jurisdiction where the offer is not permitted. You should assume
that the information contained in this prospectus supplement, the
accompanying prospectus or the documents incorporated by reference
is accurate only as of their respective dates. Our business,
financial condition, results of operations and prospects may have
changed since those dates.
TABLE OF CONTENTS
Prospectus Supplement
Prospectus
SUMMARY
In this prospectus supplement, unless the context requires
otherwise, “WEC Energy Group,” “we,” “us” and “our” refer to WEC
Energy Group, Inc., a Wisconsin corporation, and not to the
underwriters.
The information below is only a summary of more detailed
information included elsewhere or incorporated by reference in this
prospectus supplement and the accompanying prospectus. This summary
may not contain all of the information that is important to you or
that you should consider before buying securities in this offering.
Please read this entire prospectus supplement and the accompanying
prospectus, as well as the information incorporated herein and
therein by reference, carefully.
WEC Energy Group, Inc.
WEC Energy Group, Inc. was incorporated in the State of Wisconsin
in 1981 and became a diversified holding company in 1986. On June
29, 2015, we acquired 100% of the outstanding common shares of
Integrys Energy Group, Inc. and changed our name to WEC Energy
Group, Inc.
Our wholly owned subsidiaries are primarily engaged in the business
of providing regulated electricity service in Wisconsin and
Michigan and regulated natural gas service in Wisconsin, Illinois,
Michigan and Minnesota. We also have an approximately 60% equity
interest in American Transmission Company LLC (“ATC”), a regulated
electric transmission company. Additionally, we own majority
interests in several wind generating facilities as part of our
non-utility energy infrastructure business. At June 30, 2020, we
conducted our operations in the six reportable segments discussed
below.
Wisconsin Segment: The Wisconsin segment includes the
electric and natural gas operations of Wisconsin Electric Power
Company (“WE”), Wisconsin Gas LLC (“WG”), Wisconsin Public Service
Corporation (“WPS”), and Upper Michigan Energy Resources
Corporation (“UMERC”). At June 30, 2020, these companies served
approximately 1,632,000 electric customers and 1,478,200 natural
gas customers.
Illinois Segment: The Illinois segment includes the
natural gas operations of The Peoples Gas Light and Coke Company
(“PGL”) and North Shore Gas Company, which provide natural gas
service to customers located in Chicago and the northern suburbs of
Chicago, respectively. At June 30, 2020, these companies served
approximately 1,035,000 natural gas customers. PGL also owns and
operates a 38.8 billion cubic feet natural gas storage field in
central Illinois.
Other States Segment: The other states segment
includes the natural gas operations of Minnesota Energy Resources
Corporation, which serves customers in various cities and
communities throughout Minnesota, and Michigan Gas Utilities
Corporation, which serves customers in southern and western
Michigan. These companies served approximately 421,400 natural gas
customers at June 30, 2020.
Electric Transmission Segment: The electric
transmission segment includes our approximately 60% ownership
interest in ATC, which owns, maintains, monitors, and operates
electric transmission systems primarily in Wisconsin, Michigan,
Illinois, and Minnesota, and our approximately 75% ownership
interest in ATC Holdco, LLC, a separate entity formed to invest in
transmission-related projects outside of ATC’s traditional
footprint.
Non-Utility Energy Infrastructure Segment: The
non-utility energy infrastructure segment includes the operations
of W.E. Power, LLC, which owns and leases electric power generating
facilities to WE; Bluewater Natural Gas Holding, LLC, which owns
underground natural gas storage facilities in southeastern
Michigan; and WEC Infrastructure LLC (“WECI”). At June 30, 2020,
WECI held our 90% ownership interest in Bishop Hill Energy III LLC,
a wind generating facility located in Henry County, Illinois; our
80% ownership interest in Coyote Ridge Wind, LLC, a wind generating
facility located in Brookings County, South Dakota; and our 90%
ownership interest in Upstream Wind Energy LLC, a wind generating
facility located in Antelope County, Nebraska.
In August 2019, WECI signed an agreement to acquire an 80%
ownership interest in Thunderhead Wind Energy LLC (“Thunderhead”),
an approximately 300 MW wind generating facility under construction
in Antelope and Wheeler counties in Nebraska. In January 2020, WECI
signed an agreement to acquire an 80% ownership interest in
Blooming Grove Wind Energy Center LLC (“Blooming Grove”), an
approximately 250 MW wind generating facility under construction in
McLean County, Illinois. In February 2020, WECI agreed to acquire
an additional 10% ownership interest in both Thunderhead and
Blooming Grove. In addition, in July 2020, WECI signed an agreement
to acquire an 85% ownership interest in Tatanka Ridge Wind, LLC
(“Tatanka Ridge”), an approximately 155 MW wind generating facility
under construction in Deuel County, South Dakota. WECI's
investments in Thunderhead, Blooming Grove and Tatanka Ridge are
expected to qualify for production tax credits and 100% bonus
depreciation.
|
Corporate and Other Segment: The corporate and other
segment includes the operations of the WEC Energy Group holding
company, the Integrys Holding, Inc. holding company, the Peoples
Energy, LLC holding company, Wispark LLC, WEC Business Services
LLC, and WPS Power Development, LLC. This segment also includes
Wisvest LLC and Wisconsin Energy Capital Corporation, which no
longer have significant operations.
WEC Business Services LLC is a wholly owned centralized service
company that provides administrative and general support services
to our regulated utilities, as well as certain services to our
nonregulated entities. WPS Power Development, LLC owns distributed
renewable solar projects. Wispark LLC develops and invests in real
estate and had $32.3 million in real estate holdings at June 30,
2020.
For a further description of our business and our corporate
strategy, see our Annual Report on Form 10-K for the year
ended December 31, 2019, as well as the other documents
incorporated by reference.
Our principal executive offices are located at 231 West
Michigan Street, P.O. Box 1331, Milwaukee, Wisconsin 53201.
Our telephone number is (414) 221-2345.
|
The Offering
|
Issuer |
WEC
Energy Group, Inc. |
Securities
Offered |
$ aggregate principal amount of senior
notes, consisting of the following:
·
$ of
% Senior Notes
due
, 20 ; and
·
$ of
% Senior Notes
due
, 20 .
|
Interest |
The 20 Notes will accrue interest at
a rate of % per year
from , 2020 until
maturity or earlier redemption, as the case may be.
The 20 Notes will accrue
interest at a rate of %
per year from , 2020
until maturity or earlier redemption, as the case may be.
|
Interest
Payment Dates |
and ,
beginning ,
2021. |
Optional
Redemption |
At
any time prior
to ,
20 , in the case of the
20 Notes,
and ,
20 , in the case of the 20 Notes, we
may redeem each series of the Notes, in whole or in part from time
to time, at the applicable “make-whole” redemption prices
determined as described under “Certain Terms of the Notes —
Redemption at Our Option.” At any time on or
after ,
20 , in the case of the
20 Notes,
and ,
20 , in the case of the
20 Notes, we may redeem each
series of the Notes, in whole or in part from time to time, at 100%
of the principal amount of the Notes of such series being redeemed
plus accrued and unpaid interest on such Notes to, but not
including, the redemption date. We are not required to establish a
sinking fund to retire the Notes prior to maturity. |
Ranking |
The
Notes are unsecured and unsubordinated and will rank equally with
all our other unsecured and unsubordinated indebtedness and other
obligations from time to time outstanding. See “Description of Debt
Securities — Ranking of Debt Securities” in the accompanying
prospectus. |
Covenants |
For so long as any Notes remain outstanding, we will not create or
incur or allow any of our subsidiaries to create or incur any
pledge or security interest on any of the capital stock of WE or WG
held by us or one of our subsidiaries on the issue date of the
Notes. The indenture for the Notes also limits our ability to enter
into mergers, consolidations or sales of all or substantially all
of our assets where we are not the surviving corporation unless the
successor company assumes all of our obligations under the
indenture. These covenants are subject to a number of important
qualifications and limitations. See “Certain Terms of the Notes —
Covenants.”
|
Use
of Proceeds |
We
will use the estimated $ million
in net proceeds from this offering to redeem the $600,000,000
aggregate principal amount outstanding of our 3.375% Senior Notes
due June 15, 2021 and the $350,000,000 aggregate principal amount
outstanding of our 3.10% Senior Notes due March 8, 2022, and for
other general corporate purposes. See “Use of
Proceeds.” |
Trustee |
The
trustee under the indenture (the “Trustee”) is The Bank of New York
Mellon Trust Company, N.A. |
RISK FACTORS
Investing in the Notes involves risk. Please see the risk factors,
including those related to the COVID-19 pandemic, under the heading
“Risk Factors” in Item 1A of our Annual Report on
Form 10-K for the year ended December 31, 2019 and Item 1A of
our Quarterly Reports on Form 10-Q for the quarters ended March 31,
2020 and June 30, 2020, which are incorporated by reference in this
prospectus supplement and the accompanying prospectus. Before
making an investment decision, you should carefully consider these
risks as well as other information contained or incorporated by
reference in this prospectus supplement and the accompanying
prospectus. The risks and uncertainties described are not the only
ones facing us. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial may also impair
our business operations, financial results and the value of our
securities.
FORWARD-LOOKING STATEMENTS AND
CAUTIONARY FACTORS
We have included or may include statements in this prospectus
supplement and the accompanying prospectus (including documents
incorporated by reference) that constitute forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended (“Securities Act”), and Section 21E of the
Securities Exchange Act of 1934, as amended (“Exchange Act”). Any
statements that express, or involve discussions as to,
expectations, beliefs, plans, objectives, goals, strategies,
assumptions or future events or performance may be forward-looking
statements. Also, forward-looking statements may be identified by
reference to a future period or periods or by the use of
forward-looking terminology such as “anticipates,” “believes,”
“could,” “estimates,” “expects,” “forecasts,” “goals,” “guidance,”
“intends,” “may,” “objectives,” “plans,” “possible,” “potential,”
“projects,” “seeks,” “should,” “targets,” “will” or similar terms
or variations of these terms.
We caution you that any forward-looking statements are not
guarantees of future performance and involve known and unknown
risks, uncertainties and other factors that may cause our actual
results, performance or achievements to differ materially from the
future results, performance or achievements we have anticipated in
the forward-looking statements.
In addition to the assumptions and other factors referred to
specifically in connection with those statements, factors that
could cause our actual results, performance or achievements to
differ materially from those contemplated in the forward-looking
statements include factors we have described under the captions
“Cautionary Statement Regarding Forward-Looking Information” and
“Risk Factors” in our Annual Report on Form 10-K for the year
ended December 31, 2019 and our Quarterly Reports on Form 10-Q for
the quarters ended March 31, 2020 and June 30, 2020, and under the
caption “Factors Affecting Results, Liquidity, and Capital
Resources” in the “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” section of our
Annual Report on Form 10-K for the year ended December 31,
2019 and our Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2020 and June 30, 2020, or under similar captions in the
other documents we have incorporated by reference. Any
forward-looking statement speaks only as of the date on which that
statement is made, and we do not undertake any obligation to update
any forward-looking statement to reflect events or circumstances,
including unanticipated events, after the date on which that
statement is made.
USE OF PROCEEDS
We estimate the net proceeds to us from the offering to be
approximately $ million, after
deducting underwriting discounts and other offering expenses
payable by us. We intend to use the net proceeds from the offering
to redeem the $600,000,000 aggregate principal amount outstanding
of our 3.375% Senior Notes due June 15, 2021 and the $350,000,000
aggregate principal amount outstanding of our 3.10% Senior Notes
due March 8, 2022, and for other general corporate purposes.
Pending disposition, we may temporarily invest the net proceeds of
the offering not required immediately for the intended purposes in
U.S. governmental securities and other high quality U.S.
securities.
CAPITALIZATION
The table below shows our consolidated capitalization structure on
an actual basis.
|
|
As of June 30, 2020 |
|
|
|
Actual Amount
(unaudited)
|
|
|
Percentage |
|
|
|
(Dollars in Millions) |
|
|
(Rounded to Tenths) |
|
Short-term debt |
|
$ |
1,211.5 |
|
|
|
5.2 |
% |
Long-term
debt(1) |
|
|
11,616.6 |
|
|
|
50.0 |
% |
Preferred stock of subsidiary |
|
|
30.4 |
|
|
|
0.1 |
% |
Common equity |
|
|
10,383.7 |
|
|
|
44.7 |
% |
Total |
|
$ |
23,242.2 |
|
|
|
100.0 |
% |
(1) |
Includes current maturities. |
On September 17, 2020, we issued $700 million aggregate principal
amount of 0.55% Senior Notes due September 15, 2023. We used the
net proceeds to repay commercial paper.
CERTAIN TERMS OF THE
NOTES
The following description of the particular terms of the Notes
supplements and, to the extent inconsistent therewith, replaces the
description of the general terms and provisions of the Notes set
forth in the accompanying prospectus under “Description of Debt
Securities.”
We will issue the Notes under the indenture, dated as of March 15,
1999, between us and The Bank of New York Mellon Trust Company,
N.A. (as successor to The First National Bank of Chicago), as
Trustee (as amended and supplemented, the “indenture”). The Notes
will be our direct unsecured general obligations. At June 30, 2020,
the aggregate principal amount of debt securities outstanding under
the indenture was approximately $2.2 billion, including $500
million of junior subordinated notes. On September 17, 2020, we
issued $700 million aggregate principal amount of 0.55% Senior
Notes due September 15, 2023. We used the net proceeds to repay
commercial paper.
General
The Notes will be unsecured and unsubordinated and will rank
equally with all of our other unsecured and unsubordinated
indebtedness and other obligations from time to time outstanding.
At June 30, 2020, we had approximately $1.7 billion aggregate
principal amount of unsecured and unsubordinated long-term debt
securities and approximately $752.5 million aggregate principal
amount of commercial paper outstanding, net of discount, as well as
a $340 million 364-day term loan entered into on March 30, 2020
(the “Term Loan”).
Interest on the Notes accrues at the rate of
% per year for the
20 Notes and
% per year
for the 20 Notes. Interest will
accrue from
October
, 2020, or from the most recent interest payment date to which
interest has been paid or provided for. Interest is payable
semi-annually in arrears to holders of record at the close of
business on the
or immediately preceding
the interest payment date. Interest payment dates will be
and
of each
year beginning
on
, 2021. Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months.
The 20 Notes will mature on
, 20 and the 20
Notes will mature on
, 20 .
The Notes will be issued only in registered form in denominations
of $1,000 and integral multiples of $1,000.
Redemption at Our Option
At any time prior to the applicable Early Call Date, each of the
20 Notes and the
20 Notes will be redeemable in whole
or in part from time to time, at our option, at a “make-whole”
redemption price for such series, calculated by us, equal to (a)
the greater of (i) 100% of the principal amount of the Notes of
such series being redeemed or (ii) the sum of the present values of
the remaining scheduled payments of principal and interest on the
Notes of such series being redeemed that would be due if such Notes
matured on the applicable Early Call Date but for the redemption
(exclusive of interest accrued to the date of redemption)
discounted to the redemption date on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury
Rate plus basis points in the
case of the 20 Notes and
basis points in the case of the
20 Notes, plus (b) accrued and unpaid
interest on the Notes of such series being redeemed to, but not
including, the redemption date.
At any time on or after the applicable Early Call Date, we may
redeem each of the 20 Notes and
the 20 Notes, in whole or in
part from time to time, at 100% of the principal amount of the
Notes of such series being redeemed plus accrued and unpaid
interest on such Notes to, but not including, the redemption
date.
“Comparable Treasury Issue” means, with respect to each series of
the Notes, the United States Treasury security or securities
selected by the Independent Investment Banker as having an actual
or interpolated maturity comparable to the remaining term of the
Notes of such series being redeemed (assuming, for this purpose,
that the 20 Notes and the 20 Notes mature on the applicable Early
Call Date) that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues
of corporate debt securities of a comparable maturity to the
remaining term of such Notes.
“Comparable Treasury Price” means, with respect to each series of
the Notes and any redemption date, (a) the average of the
Reference Treasury Dealer Quotations for such series and such
redemption date, after excluding the highest and lowest such
Reference Treasury Dealer Quotations, or (b) if the Trustee
obtains fewer than four such Reference Treasury Dealer Quotations,
the average of all such quotations.
“Early Call Date” means, with respect to the
20
Notes,
, 20 (the date that
is
months prior to the maturity date for the
20 Notes) and,
with respect to the 20
Notes,
, 20 (the date that
is months prior to the maturity date for the
20 Notes).
“Independent Investment Banker” means one of the Reference Treasury
Dealers appointed by us.
“Reference Treasury Dealer” means each of Barclays Capital Inc.,
J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, and their
respective successors and one primary U.S. government securities
dealer in the City of New York, New York (a “Primary Treasury
Dealer”) selected by each of KeyBanc Capital Markets Inc., TD
Securities (USA) LLC, U.S. Bancorp Investments, Inc. and us. If any
Reference Treasury Dealer shall cease to be a Primary Treasury
Dealer, we will select another Primary Treasury Dealer which will
be substituted for that dealer.
“Reference Treasury Dealer Quotations” means, with respect to each
Reference Treasury Dealer, each series of the Notes and any
redemption date, the average, as determined by the Trustee, of the
bid and asked prices for the Comparable Treasury Issue for such
series (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury
Dealer at 3:30 p.m., New York City time, on the third business
day preceding such redemption date.
“Treasury Rate” means, with respect to each series of the Notes and
any redemption date, the rate per year equal to the semiannual
equivalent yield to maturity or interpolated (on a day count basis)
of the Comparable Treasury Issue for such series, assuming a price
for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such
series and such redemption date; provided that, if the
Independent Investment Banker shall determine that there is no such
Comparable Treasury Issue, such rate per year shall be equal to the
estimated semiannual equivalent yield to maturity that a United
States Treasury security having a maturity comparable to the
remaining term of the Notes of such series to be redeemed
(assuming, for this purpose, that the 20
Notes
and the 20
Notes mature on the applicable Early Call Date) would bear, if such
security were available, such estimate to be made by the Reference
Treasury Dealers on the basis of interpolation, extrapolation and
other accepted financial practices, taking into account (a) the
yields to maturity of United States Treasury securities of other
maturities, (b) yields to maturity of other U.S. dollar denominated
debt securities having a maturity comparable to the remaining term
of the Notes of such series to be redeemed (assuming, for this
purpose, that the 20
Notes and
the 20 Notes
mature on the applicable Early Call Date) and (c) applicable
interest rate spreads between United States Treasury securities and
such other debt securities, all as of 5:00 p.m., New York City
time, on the third business day preceding such redemption date.
We will mail notice of any redemption at least 30 days, but
not more than 60 days, before the redemption date to each
holder of Notes to be redeemed.
Unless we default in payment of the redemption price, on and after
the redemption date interest will cease to accrue on the Notes or
portions of the Notes called for redemption.
Except in the case of a conditional redemption, as discussed below,
once notice of redemption is given, the Notes called for redemption
become due and payable on the redemption date at the redemption
price stated in the notice.
A notice of redemption may be conditioned and provide that it is
subject to the occurrence of any event described in the notice
before the date fixed for the redemption. A notice of conditional
redemption will be of no effect unless all conditions to the
redemption have occurred before the redemption date or have been
waived by us.
Covenants
Limitation on Liens on Stock of Certain Subsidiaries
For so long as any Notes remain outstanding, we will not create or
incur or allow any of our subsidiaries to create or incur any
pledge or security interest on any of the capital stock of WE or WG
held by us or one of our subsidiaries on the issue date of the
Notes.
Limitation on Mergers, Consolidations and Sales of
Assets
The indenture provides that we will not consolidate with or merge
into another company in a transaction in which we are not the
surviving company, or transfer all or substantially all of our
assets to another company, unless:
|
· |
that
company is organized under the laws of the United States or a state
thereof or is organized under the laws of a foreign jurisdiction
and consents to the jurisdiction of the courts of the United States
or a state thereof; |
|
· |
that
company assumes by supplemental indenture all of our obligations
under the indenture and the Notes; |
|
· |
all
required approvals of any regulatory body having jurisdiction over
the transaction have been obtained; and |
|
· |
immediately after the
transaction no default exists under the indenture. |
The successor will be substituted for us as if it had been an
original party to the indenture, securities resolutions and the
Notes. Thereafter, the successor may exercise our rights and powers
under the indenture and the Notes, and all of our obligations under
those documents will terminate.
Events of Default
In addition to the events of default described in the accompanying
prospectus under the heading “Description of Debt Securities —
Defaults and Remedies,” an event of default under the Notes will
include our failure to pay when due principal, interest or premium
in an aggregate amount of $25 million or more with respect to any
of our Indebtedness, or the acceleration of any of our Indebtedness
aggregating $25 million or more which default is not cured, waived
or postponed pursuant to an agreement with the holders of the
Indebtedness within 60 days after written notice as provided in the
indenture governing the Notes, or the acceleration is not rescinded
or annulled within 30 days after written notice as provided in the
indenture governing the Notes. As used in this paragraph,
“Indebtedness” means the following obligations of WEC Energy Group,
WE and WG (and specifically excludes obligations of WEC Energy
Group’s other subsidiaries and intercompany obligations):
|
· |
all
obligations for borrowed money; |
|
· |
all
obligations evidenced by bonds, debentures, notes or similar
instruments, or upon which interest payments are customarily
made; |
|
· |
all
obligations under conditional sale or other title retention
agreements relating to property purchased by us to the extent of
the value of the property (other than customary reservations or
retentions of title under agreements with suppliers entered into in
the ordinary course of our business); and |
|
· |
all
obligations issued or assumed as the deferred purchase price of
property or services purchased by us which would appear as
liabilities on our balance sheet. |
Other
The Notes will be subject to defeasance under the conditions
described in the accompanying prospectus.
We may from time to time, without notice to, or the consent of, the
holders of a series of the Notes, create and issue further notes of
the same series, equal in rank to the Notes in all respects (or in
all respects except for the payment of interest accruing prior to
the issue date of the new notes or, if applicable, the first
payment of interest following the issue date of the new notes) so
that the new notes may be consolidated and form a single series
with the relevant series of Notes and have the same terms as to
status, redemption or otherwise as the relevant series of the
Notes. In the event that we issue additional notes of the same
series, we will prepare a new offering memorandum or
prospectus.
The indenture and the Notes will be governed by the laws of the
State of Wisconsin, unless federal law governs.
Book-Entry Only Issuance—The Depository Trust Company
The Depository Trust Company (“DTC”), New York, NY, will act as the
securities depository for the Notes. The Notes will be issued only
as fully-registered securities registered in the name of Cede &
Co. (DTC’s partnership nominee) or such other name as may be
requested by an authorized representative of DTC. Upon issuance,
each series of the Notes will be represented by one or more
fully-registered global note certificates, representing in the
aggregate the total principal amount of such series of the Notes,
and will be deposited with the Trustee on behalf of DTC.
DTC, the world’s largest securities depository, is a
limited-purpose trust company organized under the New York Banking
Law, a “banking organization” within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a “clearing
corporation” within the meaning of the New York Uniform Commercial
Code and a “clearing agency” registered pursuant to the provisions
of Section 17A of the Exchange Act. DTC holds and provides asset
servicing for over 3.5 million issues of U.S. and non-U.S. equity
issues, corporate and municipal debt issues and money market
instruments from over 100 countries that DTC’s participants
(“Direct Participants”) deposit with DTC. DTC also facilitates the
post-trade settlement among Direct Participants of sales and other
securities transactions in deposited securities, through electronic
computerized book-entry transfers and pledges between Direct
Participants’ accounts. This eliminates the need for physical
movement of securities certificates. Direct Participants include
both U.S. and non-U.S. securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations.
DTC is a wholly-owned subsidiary of The Depository Trust &
Clearing Corporation (“DTCC”). DTCC is the holding company for DTC,
National Securities Clearing Corporation and Fixed Income Clearing
Corporation, all of which are registered clearing agencies. DTCC is
owned by the users of its regulated subsidiaries. Access to the DTC
system is also available to others such as both U.S. and non-U.S.
securities brokers and dealers, banks, trust companies and clearing
corporations that clear through or maintain a custodial
relationship with a Direct Participant, either directly or
indirectly (“Indirect Participants”). The DTC Rules applicable to
its Participants are on file with the Securities and Exchange
Commission (“SEC”). More information about DTC can be found at
www.dtcc.com. The contents of such website do not constitute
part of this prospectus supplement or the accompanying
prospectus.
Purchases of the Notes within the DTC system must be made by or
through Direct Participants, which will receive a credit for the
Notes on DTC’s records. The ownership interest of each actual
purchaser of each Note (“Beneficial Owner”) is in turn to be
recorded on the Direct and Indirect Participants’ records.
Beneficial Owners will not receive written confirmation from DTC of
their purchases. Beneficial Owners, however, are expected to
receive written confirmations providing details of the
transactions, as well as periodic statements of their holdings,
from the Direct or Indirect Participants through which the
Beneficial Owners purchased Notes. Transfers of ownership interests
in the Notes are to be accomplished by entries made on the books of
Direct and Indirect Participants acting on behalf of Beneficial
Owners. Beneficial Owners will not receive certificates
representing their ownership interests in the Notes, except in the
event that use of the book-entry system for the Notes is
discontinued.
To facilitate subsequent transfers, all Notes deposited by Direct
Participants with DTC are registered in the name of DTC’s
partnership nominee, Cede & Co., or such other name as may be
requested by an authorized representative of DTC. The deposit of
the Notes with DTC and their registration in the name of Cede &
Co. or such other DTC nominee do not effect any changes in
beneficial ownership. DTC has no knowledge of the actual Beneficial
Owners of the Notes. DTC’s records reflect only the identity of the
Direct Participants to whose accounts such Notes are credited,
which may or may not be the Beneficial Owners. The Direct and
Indirect Participants will remain responsible for keeping account
of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and
by Direct Participants and Indirect Participants to Beneficial
Owners will be governed by arrangements among them, subject to any
statutory or regulatory requirements as may be in effect from time
to time.
Redemption notices will be sent to DTC. If less than all the Notes
are being redeemed, DTC’s practice is to determine by lot the
amount of the interest of each Direct Participant in such Notes to
be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will
consent or vote with respect to the Notes unless authorized by a
Direct Participant in accordance with DTC’s procedures. Under its
usual procedures, DTC mails an Omnibus Proxy to us as soon as
possible after the record date. The Omnibus Proxy assigns Cede
& Co.’s consenting or voting rights to those Direct
Participants to whose accounts the Notes are credited on the record
date (identified in a listing attached to the Omnibus Proxy).
Payments on the Notes will be made to Cede & Co., or such other
nominee as may be requested by an authorized representative of DTC.
DTC’s practice is to credit Direct Participants’ accounts upon
DTC’s receipt of funds and corresponding detail information from us
or the Trustee on the relevant payment date in accordance with
their respective holdings shown on DTC’s records. Payments by
Participants to Beneficial Owners will be governed by standing
instructions and customary practices, as is the case with
securities held for the account of customers registered in “street
name,” and will be the responsibility of such Participant and not
of DTC or WEC Energy Group, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment to Cede
& Co. (or such other nominee as may be requested by an
authorized representative of DTC) is the responsibility of WEC
Energy Group, disbursement of such payments to Direct Participants
is the responsibility of DTC, and disbursement of such payments to
the Beneficial Owners is the responsibility of Direct and Indirect
Participants.
Except as provided herein, a Beneficial Owner of a global Note will
not be entitled to receive physical delivery of a Note.
Accordingly, each Beneficial Owner must rely on the procedures of
DTC to exercise any rights under the Notes. The laws of some
jurisdictions require that certain purchasers of securities take
physical delivery of securities in definitive form. Such laws may
impair the ability to transfer beneficial interests in a global
Note.
DTC may discontinue providing its services as securities depository
with respect to the Notes at any time by giving reasonable notice
to us. Under such circumstances, in the event that a successor
securities depository is not obtained, Note certificates will be
required to be printed and delivered to the holders of record.
Additionally, we may decide to discontinue use of the system of
book-entry transfers through DTC (or a successor securities
depository) with respect to the Notes. We understand, however, that
under current industry practices, DTC would notify its Direct and
Indirect Participants of our decision, but will only withdraw
beneficial interests from a global Note at the request of each
Direct or Indirect Participant. In that event, certificates for the
Notes will be printed and delivered to the applicable Direct or
Indirect Participant.
The information in this section concerning DTC and DTC’s book-entry
system has been obtained from sources that we believe to be
reliable, but neither we nor any underwriter takes any
responsibility for the accuracy thereof. Neither we nor any
underwriter has any responsibility for the performance by DTC or
its Direct or Indirect Participants of their respective obligations
as described herein or under the rules and procedures governing
their respective operations.
UNDERWRITING
Subject to the terms and conditions contained in an underwriting
agreement dated the date of this prospectus supplement, the
underwriters named below, for whom Barclays Capital Inc., J.P.
Morgan Securities LLC, KeyBanc Capital Markets Inc., TD Securities
(USA) LLC, U.S. Bancorp Investments, Inc., and Wells Fargo
Securities, LLC are acting as representatives, have severally
agreed to purchase, and we have agreed to sell to them, severally,
the principal amount of each series of the Notes indicated in the
following table:
Underwriter |
|
|
Principal
Amount
of 20 Notes |
|
|
|
Principal
Amount
of 20 Notes |
|
Barclays Capital
Inc. |
|
$ |
|
|
|
$ |
|
|
J.P. Morgan
Securities LLC |
|
|
|
|
|
|
|
|
KeyBanc Capital Markets Inc. |
|
|
|
|
|
|
|
|
TD
Securities (USA) LLC |
|
|
|
|
|
|
|
|
U.S.
Bancorp Investments, Inc. |
|
|
|
|
|
|
|
|
Wells
Fargo Securities, LLC |
|
|
|
|
|
|
|
|
Goldman Sachs & Co. LLC |
|
|
|
|
|
|
|
|
Siebert Williams Shank & Co., LLC |
|
|
|
|
|
|
|
|
Comerica Securities, Inc. |
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
The underwriters are offering the Notes subject to their acceptance
of the Notes from us and subject to prior sale. The underwriting
agreement provides that the obligations of the several underwriters
to pay for and accept delivery of the Notes offered by this
prospectus supplement are subject to the approval of certain legal
matters by their counsel and to certain other conditions. The
underwriters are obligated to take and pay for all of the Notes
offered by this prospectus supplement if any are taken.
Notes sold by the underwriters to the public will initially be
offered at the initial public offering price set forth on the cover
page of this prospectus supplement. Any Notes sold by the
underwriters to securities dealers may be sold at a discount from
the initial public offering price of up to
% of the principal amount of
the 20 Notes and
% of the principal amount of the
20 Notes. Any such securities dealers
may resell any Notes purchased from the underwriters to certain
other brokers or dealers at a discount from the initial public
offering price of up to % of
the principal amount of the 20 Notes
and % of the principal amount
of the 20 Notes. After the initial
public offering of the Notes, the offering price and other selling
terms may from time to time be varied by the representatives. The
offering of the Notes by the underwriters is subject to receipt and
acceptance and subject to the underwriters’ right to reject any
order in whole or in part.
The following table shows the underwriting discounts that we are to
pay to the underwriters in connection with this offering (expressed
as a percentage of the principal amount of each series of the
Notes).
|
|
|
Paid by
WEC Energy Group
|
|
Per 20 Note |
|
|
|
% |
Per
20 Note |
|
|
|
% |
In order to facilitate the offering of the Notes, the underwriters
may engage in transactions that stabilize, maintain or otherwise
affect the price of the Notes. Specifically, the underwriters may
over-allot in connection with the offering, creating a short
position in the Notes for their own account. In addition, to cover
over-allotments or to stabilize the price of the Notes, the
underwriters may bid for, and purchase, Notes on the open market.
Short sales involve the sale by the underwriters of a greater
number of Notes than they are required to purchase in the offering.
Stabilizing transactions consist of certain bids or purchases made
for the purpose of preventing or retarding a decline in the market
price of the Notes while the offering is in progress. Finally, the
underwriters may reclaim selling concessions allowed to an
underwriter or a dealer for distributing the Notes in the offering,
if the underwriters repurchase previously distributed Notes in
transactions to cover syndicate short positions, in stabilization
transactions or otherwise. Any of these activities may stabilize or
maintain the market price of the Notes above independent market
levels. The underwriters are not required to engage in these
activities and may end any of these activities at any time.
These
transactions may be effected in the over-the-counter market or
otherwise.
The underwriters also may impose a penalty bid. This occurs when a
particular underwriter repays to the underwriters a portion of the
underwriting discount received by it because the representatives
have repurchased Notes sold by or for the account of such
underwriter in stabilizing or short covering transactions.
The Notes are a new issue of debt securities with no established
trading market. We have been advised by the underwriters that they
intend to make a market in the Notes, but they are not obligated to
do so and may discontinue market making at any time without notice.
We cannot assure you as to the liquidity of the trading market for
the Notes.
We estimate that our total expenses for this offering, not
including the underwriting discount, will be approximately $1.9
million.
We expect to deliver the Notes against payment for the Notes on or
about the date specified in the last paragraph on the cover page of
this prospectus supplement, which will be the
business day
following the date of the pricing of the Notes (this settlement
cycle being referred to as “T+ ”). Under
Rule 15c6-1 under the Exchange Act, trades in the secondary
market generally are required to settle in two business days,
unless the parties to any such trade expressly agree otherwise.
Accordingly, purchasers who wish to trade Notes on the date of
pricing or the next succeeding business
days will be required, by virtue of the fact that the Notes
initially will settle in T+ , to specify alternate
settlement arrangements to prevent a failed settlement. Purchasers
of Notes who wish to trade Notes on the date of pricing or the next
succeeding business
days should consult their own advisors.
The underwriters and their respective affiliates are full service
financial institutions engaged in various activities, which may
include securities trading, commercial and investment banking,
financial advisory, investment management, principal investment,
hedging, financing and brokerage activities. In the ordinary course
of their respective businesses, certain of the underwriters and
their affiliates have provided, currently provide and may in the
future provide, investment banking, commercial banking, advisory
and other services for us and our affiliates, for which they
received and will receive customary fees and expenses. Affiliates
of several of the underwriters are lenders under our existing $1.2
billion credit facility, WE’s existing $500 million credit
facility, WPS’s existing $400 million credit facility, WG’s
existing $350 million credit facility and PGL’s existing $350
million credit facility. In addition, KeyBanc Capital Markets Inc.,
TD Securities (USA) LLC, and U.S. Bancorp Investments, Inc. are
lenders under the Term Loan. In addition, certain of the
underwriters hold some of the notes to be redeemed, as described
under “Use of Proceeds.”
In the ordinary course of their various business activities, the
underwriters and their respective affiliates may make or hold a
broad array of investments, including serving as counterparties to
certain derivative hedging arrangements, and actively trade debt
and equity securities (or related derivative securities) and
financial instruments (including bank loans) for their own account
and for the accounts of their customers. Such investment and
securities activities may involve securities and instruments of WEC
Energy Group and its affiliates. Certain of the underwriters or
their respective affiliates that have a lending relationship with
us routinely hedge, and certain other of those underwriters or
their respective affiliates may hedge, their credit exposure to us
consistent with their customary risk management policies.
Typically, such underwriters and their affiliates would hedge such
exposure by entering into transactions which consist of either the
purchase of credit default swaps or the creation of short positions
in our securities, including potentially the Notes offered hereby.
Any such credit default swaps or short positions could adversely
affect future trading prices of the Notes offered hereby. The
underwriters and their affiliates may also make investment
recommendations and/or publish or express independent research
views in respect of such securities or financial instruments and
may hold, or recommend to clients that they acquire, long and/or
short positions in such securities and instruments.
We have agreed to indemnify the several underwriters against
certain liabilities, including liabilities under the Securities
Act, or to contribute to payments that the underwriters may be
required to make because of any of those liabilities.
Northern Trust Securities, Inc., a member of the Financial Industry
Regulatory Authority, Inc. and subsidiary of Northern Trust
Corporation, is being paid a referral fee by Siebert Williams Shank
& Co., LLC. An affiliate of Northern Trust Securities, Inc.
acts as the trustee and custodian of WEC Energy Group’s pension and
other post-retirement benefit plan trusts.
LEGAL MATTERS
Various legal matters in connection with the Notes will be passed
upon (a) for us by Mercer Thompson LLC, Atlanta, Georgia, and
(b) for the underwriters by Hunton Andrews Kurth LLP, New
York, New York. Joshua M. Erickson, Director – Legal Services –
Corporate and Finance of WEC Energy Group, will pass upon the
validity of the Notes, as well as certain other legal matters, on
our behalf. Mr. Erickson is the beneficial owner of less than 0.01%
of WEC Energy Group’s common stock.
EXPERTS
The consolidated financial statements, and the related financial
statement schedules, incorporated in this prospectus supplement and
the accompanying prospectus by reference from our Annual Report on
Form 10-K for the year ended December 31, 2019, and the
effectiveness of our internal control over financial reporting,
have been audited by Deloitte & Touche LLP, an independent
registered public accounting firm, as stated in their reports,
which are incorporated herein by reference. Such consolidated
financial statements and financial statement schedules have been so
incorporated in reliance upon the reports of such firm given upon
their authority as experts in accounting and auditing.
DOCUMENTS INCORPORATED BY
REFERENCE
We file annual, quarterly and current reports, as well as
registration and proxy statements and other information, with the
SEC. Our SEC filings (File No. 001-09057) are available to the
public over the Internet at the SEC’s website at
http://www.sec.gov as well as on our website,
www.wecenergygroup.com. The information contained on, or
accessible from, our website is not a part of, and is not
incorporated in, this prospectus supplement or the accompanying
prospectus.
The SEC allows us to “incorporate by reference” into this
prospectus supplement and the accompanying prospectus the
information we file with the SEC, which means we can disclose
important information to you by referring you to those documents.
Please refer to “Where You Can Find More Information” in the
accompanying prospectus. Any information referenced this way is
considered to be part of this prospectus supplement and the
accompanying prospectus, and any information that we file later
with the SEC will automatically update and supersede this
information. At the date of this prospectus supplement, we
incorporate by reference the following documents that we have filed
with the SEC, and any future filings that we make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
until we complete our sale of the securities to the public:
|
· |
Our
Current Reports on Form 8-K filed on January 31, 2020, March 25, 2020, March 31, 2020, April 2, 2020, April 20, 2020, May 8, 2020, May 21, 2020, July 2, 2020, and September 17, 2020. |
Information furnished under Items 2.02 or 7.01 of any Current
Report on Form 8-K will not be incorporated by reference into
this prospectus supplement or the accompanying prospectus unless
specifically stated otherwise. We will provide, at no cost, to each
person, including any beneficial owner, to whom this prospectus
supplement and the accompanying prospectus are delivered, a copy of
any or all of the information that has been incorporated by
reference into, but not delivered with, this prospectus supplement
and the accompanying prospectus, upon written or oral request to us
at:
WEC Energy Group, Inc.
231 West Michigan Street
P. O. Box 1331
Milwaukee, Wisconsin 53201
Attn: Ms. Margaret C. Kelsey, Executive Vice President, General
Counsel and Corporate Secretary
Telephone: (414) 221-2345
PROSPECTUS
WEC ENERGY GROUP, INC.
Debt Securities
WEC Energy Group, Inc. may issue and sell debt securities to the
public from time to time in one or more offerings. We urge you to
read this prospectus and the applicable prospectus supplement
carefully before you make your investment decision.
This prospectus describes some of the general terms that may apply
to these debt securities. The specific terms of any debt securities
to be offered, and any other information relating to a specific
offering, will be set forth in a prospectus supplement that will
describe the interest rates, payment dates, ranking, maturity and
other terms of any debt securities that we issue or sell.
We may offer and sell these debt securities to or through one or
more underwriters, dealers and agents, or directly to purchasers,
on a continuous or delayed basis. The supplements to this
prospectus will provide the specific terms of the plan of
distribution. This prospectus may not be used to offer and sell
securities unless accompanied by a prospectus supplement.
Our common stock is quoted on the New York Stock Exchange under the
symbol “WEC.”
See “Risk Factors” on page 1 of this prospectus and “Risk
Factors” contained in any applicable prospectus supplement and
documents incorporated by reference for information on certain
risks related to the purchase of the debt securities.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is June 1, 2018.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
In this prospectus, “we,” “us,” “our” and “WEC Energy Group” refer
to WEC Energy Group, Inc.
This prospectus is part of a registration statement that we filed
with the Securities and Exchange Commission (“SEC”) utilizing a
“shelf” registration process. Under this shelf process, we may
issue and sell to the public the debt securities described in this
prospectus in one or more offerings.
This prospectus provides you with only a general description of the
debt securities we may issue and sell. Each time we offer debt
securities, we will provide a prospectus supplement to this
prospectus that will contain specific information about the
particular debt securities and terms of that offering. In the
prospectus supplement, we will describe the interest rate, payment
dates, ranking, maturity and other terms of any debt securities
that we issue and sell.
The prospectus supplement will also describe the proceeds and uses
of proceeds from the debt securities, together with the names and
compensation of the underwriters, if any, through which the debt
securities are being issued and sold, and other important
considerations for investors. The prospectus supplement may also
add to, update or change information contained in this
prospectus.
If there is any inconsistency between the information in this
prospectus and any prospectus supplement, you should rely on the
information in the prospectus supplement. Please carefully read
this prospectus and the applicable prospectus supplement, in
addition to the information contained in the documents we refer you
to under the heading “WHERE YOU CAN FIND MORE INFORMATION.”
RISK FACTORS
Investing in the securities of WEC Energy Group involves risk.
Please see the “Risk Factors” described in Item 1A of our
Annual Report on Form 10-K for the year ended December 31,
2017, which is incorporated by reference in this prospectus. Before
making an investment decision, you should carefully consider these
risks as well as other information contained or incorporated by
reference in this prospectus. The risks and uncertainties described
are not the only ones facing us. Additional risks and uncertainties
not presently known to us or that we currently deem immaterial may
also impair our business operations, financial results and the
value of our securities.
FORWARD-LOOKING STATEMENTS AND
CAUTIONARY FACTORS
We have included or may include statements in this prospectus or in
any prospectus supplement (including documents incorporated by
reference) that constitute “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended
(the “Securities Act of 1933”), and Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act of 1934”). Any
statements that express, or involve discussions as to,
expectations, beliefs, plans, objectives, goals, strategies,
assumptions or future events or performance may be forward-looking
statements. Also, forward-looking statements may be identified by
reference to a future period or periods or by the use of
forward-looking terminology such as “anticipates,” “believes,”
“could,” “estimates,” “expects,” “forecasts,” “goals,” “guidance,”
“intends,” “may,” “objectives,” “plans,” “possible,” “potential,”
“projects,” “seeks,” “should,” “targets,” “will,” or similar terms
or variations of these terms.
We caution you that any forward-looking statements are not
guarantees of future performance and involve known and unknown
risks, uncertainties and other factors that may cause our actual
results, performance or achievements to differ materially from the
future results, performance or achievements we have anticipated in
the forward-looking statements.
In addition to the assumptions and other factors referred to
specifically in connection with those statements, factors that
could cause our actual results, performance or achievements to
differ materially from those contemplated in the forward-looking
statements include factors we have described under the captions
“Cautionary Statement Regarding Forward-Looking Information” and
“Risk Factors” in our Annual Report on Form 10-K for the year
ended December 31, 2017, and under the caption “Factors Affecting
Results, Liquidity, and Capital Resources” in the “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations” section of our Annual Report on Form 10-K for the
year ended December 31, 2017, or under similar captions in the
other documents we have incorporated by reference. Any
forward-looking statement speaks only as of the date on which that
statement is made, and we do not undertake any obligation to update
any forward-looking statement to reflect events or circumstances,
including unanticipated events, after the date on which that
statement is made.
WEC ENERGY GROUP, INC.
WEC Energy Group, Inc. was incorporated in the State of Wisconsin
in 1981 and became a diversified holding company in 1986. On June
29, 2015, we acquired 100% of the outstanding common shares of
Integrys Energy Group, Inc. and changed our name to WEC Energy
Group, Inc.
Our wholly owned subsidiaries are primarily engaged in the business
of providing regulated electricity service in Wisconsin and
Michigan and regulated natural gas service in Wisconsin, Illinois,
Michigan and Minnesota. As of March 31, 2018, our regulated utility
subsidiaries served approximately 1.6 million electric customers
and approximately 2.9 million natural gas customers. In addition,
we have an approximately 60% equity interest in American
Transmission Company LLC (“ATC”), a regulated electric transmission
company. We conduct our operations in the six reportable segments
discussed below.
Wisconsin Segment: The Wisconsin segment includes the
electric and natural gas operations of Wisconsin Electric Power
Company (“WE”), Wisconsin Gas LLC (“WG”), Wisconsin Public Service
Corporation (“WPS”), and Upper Michigan Energy Resources
Corporation (“UMERC”). UMERC became operational effective January
1, 2017, and holds the electric and natural gas distribution assets
previously held by WE and WPS in the Upper Peninsula of Michigan.
This segment also includes steam service to WE steam customers in
metropolitan Milwaukee, Wisconsin.
Illinois Segment: The Illinois segment includes the
natural gas operations of The Peoples Gas Light and Coke Company
(“PGL”) and North Shore Gas Company, which provide natural gas
service to customers located in Chicago and the northern suburbs of
Chicago. PGL also owns and operates a 38.3 billion cubic feet
natural gas storage field in central Illinois.
Other States Segment: The other states segment
includes the natural gas operations of Minnesota Energy Resources
Corporation, which serves customers in various cities and
communities throughout Minnesota, and Michigan Gas Utilities
Corporation (“MGU”), which serves customers in southern and western
Michigan.
Electric Transmission Segment: The electric
transmission segment includes our approximately 60% ownership
interest in ATC, which owns, maintains, monitors, and operates
electric transmission systems primarily in Wisconsin, Michigan,
Illinois, and Minnesota, and our approximately 75% ownership
interest in ATC Holdco, LLC, a separate entity formed in December
2016 to invest in transmission-related projects outside of ATC’s
traditional footprint.
Non-Utility Energy Infrastructure Segment: The
non-utility energy infrastructure segment includes the operations
of W.E. Power, LLC (“We Power”), which owns and leases electric
power generating facilities to WE, and Bluewater Natural Gas
Holding, LLC (“Bluewater”), which owns underground natural gas
storage facilities in southeastern Michigan.
On April 30, 2018, we signed an agreement for the acquisition of an
80% ownership interest in a 202.5 megawatt wind generating facility
currently under construction known as the Upstream Wind Energy
Center (“Upstream”) for $276 million. Upstream is located in
Antelope County, Nebraska, and will supply energy to the Southwest
Power Pool. The transaction is expected to close in the first
quarter of 2019, after Upstream achieves commercial operation.
Upstream has entered into an energy swap agreement pursuant to
which Upstream will receive a fixed payment in exchange for
substantially all of its energy output for a period of ten
years.
Corporate and Other Segment: The corporate and other
segment includes the operations of the WEC Energy Group holding
company, the Integrys Holding, Inc. (“Integrys Holding”) holding
company, the Peoples Energy, LLC holding company, Wispark LLC,
Bostco LLC, Wisvest LLC, Wisconsin Energy Capital Corporation, WEC
Business Services LLC, and WPS Power Development, LLC. WEC Business
Services LLC is a wholly owned centralized service company that
provides administrative and general support services to our
regulated utilities, as well as certain services to our
nonregulated entities. WPS Power Development, LLC owns distributed
renewable solar projects. Wispark LLC develops and invests in real
estate.
Our principal executive offices are located at 231 West
Michigan Street, P.O. Box 1331, Milwaukee, Wisconsin 53201.
Our telephone number is (414) 221-2345.
RATIO OF EARNINGS TO FIXED
CHARGES
Our historical ratios of earnings to fixed charges are described
below for the periods indicated.(1)
|
|
Three Months
Ended
March 31,
|
|
|
Year Ended December 31, |
|
|
|
2018(2) |
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
Ratio of Earnings to Fixed
Charges(3) |
|
|
5.1 |
x |
|
|
4.7 |
x |
|
|
4.5 |
x |
|
|
4.0 |
x |
|
|
4.6 |
x |
|
|
4.3 |
x |
|
(1) |
On June 29, 2015, we acquired
Integrys Energy Group, Inc. Starting with the third quarter of
2015, our results of operations reflect the impact of this
acquisition. |
|
(2) |
The results of operations for the
three months ended March 31, 2018, are not necessarily indicative
of the results that may be expected for the entire 2018 fiscal year
because of seasonal variations and other factors. |
|
(3) |
These computations include us and
our subsidiaries. For these ratios, “earnings” is determined by
adding (a) pre-tax income (less undistributed earnings of
equity investees), (b) non-utility amortization of capitalized
interest and (c) fixed charges, and subtracting from the
total, (x) non-utility capitalized interest and (y) preferred stock
dividends of subsidiaries. “Fixed charges” consists of interest
charges on our long-term and short-term debt (including the
estimated interest component of rental expense), capitalized
interest, amortization of debt expenses and preferred stock
dividends of subsidiaries. |
USE OF PROCEEDS
Except as otherwise described in the applicable prospectus
supplement, we intend to use the net proceeds from the sale of our
debt securities (a) to fund, or to repay short-term debt incurred
to fund, investments (including equity contributions and loans to
affiliates), (b) to repay and/or refinance debt, and/or (c) for
other general corporate purposes. Pending disposition, we may
temporarily invest any proceeds of the offering not required
immediately for the intended purposes in U.S. governmental
securities and other high quality U.S. securities. We expect
to borrow money or sell securities from time to time, but we cannot
predict the precise amounts or timing of doing so. For current
information, please refer to our current filings with the SEC. See
“WHERE YOU CAN FIND MORE INFORMATION.”
DESCRIPTION OF DEBT
SECURITIES
The debt securities will be our direct unsecured general
obligations. The debt securities will consist of one or more senior
debt securities, subordinated debt securities and junior
subordinated debt securities. The debt securities will be issued in
one or more series under the indenture described below between us
and The Bank of New York Mellon Trust Company, N.A. (as successor
to The First National Bank of Chicago), as trustee, dated as of
March 15, 1999, and under a securities resolution (which may
be in the form of a resolution or a supplemental indenture)
authorizing the particular series.
We have summarized selected provisions of the indenture and the
debt securities that we may offer hereby. This summary is not
complete and may not contain all of the information important to
you. Copies of the indenture and a form of securities resolution
are filed or incorporated by reference as exhibits to the
registration statement of which this prospectus is a part. The
securities resolution for each series of debt securities issued and
outstanding also has been or will be filed or incorporated by
reference as an exhibit to the registration statement. You should
read the indenture and the applicable securities resolution for
other provisions that may be important to you. In the summary
below, where applicable, we have included references to section
numbers in the indenture so that you can easily find those
provisions. The particular terms of any debt securities we offer
will be described in the related prospectus supplement, along with
any applicable modifications of or additions to the general terms
of the debt securities described below and in the indenture. For a
description of the terms of any series of debt securities, you
should also review both the prospectus supplement relating to that
series and the description of the debt securities set forth in this
prospectus before making an investment decision.
General
The indenture does not significantly limit our operations. In
particular, it does not:
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· |
limit the amount of debt securities
that we can issue under the indenture; |
|
· |
limit the number of series of debt
securities that we can issue from time to time; |
|
· |
restrict the total amount of debt
that we or our subsidiaries may incur; or |
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· |
contain any covenant or other
provision that is specifically intended to afford any holder of the
debt securities protection in the event of highly leveraged
transactions or any decline in our ratings or credit quality. |
The ranking of a series of debt securities with respect to all of
our indebtedness will be established by the securities resolution
creating the series.
Although the indenture permits the issuance of debt securities in
other forms or currencies, the debt securities covered by this
prospectus will only be denominated in U.S. dollars in
registered form without coupons, unless otherwise indicated in the
applicable prospectus supplement.
Unless we say otherwise in the applicable prospectus supplement, we
may redeem the debt securities for cash.
Terms
A prospectus supplement and a securities resolution relating to the
offering of any new series of debt securities will include specific
terms relating to the offering. The terms will include some or all
of the following:
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· |
the designation, aggregate
principal amount, currency or composite currency and denominations
of the debt securities; |
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· |
the price at which the debt
securities will be issued and, if an index, formula or other method
is used, the method for determining amounts of principal or
interest; |
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· |
the maturity date and other dates,
if any, on which the principal of the debt securities will be
payable; |
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· |
the interest rate or rates, if any,
or method of calculating the interest rate or rates, which the debt
securities will bear; |
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· |
the date or dates from which
interest will accrue and on which interest will be payable and the
record dates for the payment of interest; |
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· |
the manner of paying principal and
interest on the debt securities; |
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· |
the place or places where principal
and interest will be payable; |
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· |
the terms of any mandatory or
optional redemption of the debt securities by us, including any
sinking fund; |
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· |
the terms of any conversion or
exchange right; |
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the terms of any redemption of debt
securities at the option of holders; |
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any tax indemnity provisions; |
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if payments of principal or
interest may be made in a currency other than U.S. dollars, the
manner for determining those payments; |
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the portion of principal payable
upon acceleration of any discounted debt security (as described
below); |
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whether and upon what terms debt
securities may be defeased (which means that we would be discharged
from our obligations by depositing sufficient cash or government
securities to pay the principal, interest, any premiums and other
sums due to the stated maturity date or a redemption date of the
debt securities of the series); |
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whether any events of default or
covenants in addition to or instead of those set forth in the
indenture apply; |
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· |
provisions for electronic issuance
of debt securities or for debt securities in uncertificated
form; |
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the ranking of the debt securities,
including the relative degree, if any, to which the debt securities
of a series are subordinated to one or more other series of debt
securities in right of payment, whether outstanding or not; |
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any provisions relating to
extending or shortening the date on which the principal and
premium, if any, of the debt securities of the series is
payable; |
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any provisions relating to the
deferral of any interest; and |
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any other terms not inconsistent
with the provisions of the indenture, including any covenants or
other terms that may be required or advisable under United States
or other applicable laws or regulations or advisable in connection
with the marketing of the debt securities. (Section 2.01) |
We may issue debt securities of any series as registered debt
securities, bearer debt securities or uncertificated debt
securities. (Section 2.01) We may issue the debt securities of
any series in whole or in part in the form of one or more global
securities that will be deposited with, or on behalf of, a
depositary identified in the prospectus supplement relating to the
series. We may issue global securities in registered, bearer or
uncertificated form and in either temporary or permanent form.
Unless and until it is exchanged in whole or in part for securities
in definitive form, a global security may not be transferred except
as a whole by the depositary to a nominee or a successor
depositary. (Section 2.12) We will describe in the prospectus
supplement relating to any series the specific terms of the
depositary arrangement with respect to that series.
Unless otherwise indicated in a prospectus supplement, we will
issue registered debt securities in denominations of $1,000 and
whole multiples of $1,000 and bearer debt securities in
denominations of $5,000 and whole multiples of $5,000. We will
issue one or more global securities in a denomination or aggregate
denominations equal to the aggregate principal amount of
outstanding debt securities of the series to be represented by that
global security or securities. (Section 2.12)
In connection with its original issuance, no bearer debt security
will be offered, sold or delivered to any location in the United
States. We may deliver a bearer debt security in definitive form in
connection with its original issuance only if a certificate in a
form we specify to comply with United States laws and regulations
is presented to us. (Section 2.04)
A holder of registered debt securities may request registration of
a transfer upon surrender of the debt security being transferred at
any agency we maintain for that purpose and upon fulfillment of all
other requirements of the agent. (Sections 2.03 and 2.07)
We may issue debt securities under the indenture as discounted debt
securities to be offered and sold at a substantial discount from
the principal amount of those debt securities. Special
U.S. federal income tax and other considerations applicable to
discounted debt securities, if material, will be described in the
related prospectus supplement. A discounted debt security is a debt
security where the amount of principal due upon acceleration is
less than the stated principal amount. (Sections 1.01 and
2.10)
Conversion and Exchange
The terms, if any, on which debt securities of any series will be
convertible into or exchangeable for our common stock or other
equity or debt securities, property, cash or obligations, or a
combination of any of the foregoing, will be summarized in the
prospectus supplement relating to the series. The terms may include
provisions for conversion or exchange on a mandatory basis, at the
option of the holder or at our option. (Sections 2.01 and
9.01)
Certain Covenants
Any restrictive covenants which may apply to a particular series of
debt securities will be described in the related prospectus
supplement.
Ranking of Debt Securities
Unless stated otherwise in a prospectus supplement, the debt
securities issued under the indenture will rank equally and ratably
with our other unsecured and unsubordinated debt. The debt
securities will not be secured by any properties or assets and will
represent our unsecured debt.
Because we are a holding company and conduct all of our operations
through subsidiaries, holders of debt securities will generally
have a position that is effectively junior to claims of creditors
of our subsidiaries, including trade creditors, debt holders,
secured creditors, taxing authorities, guarantee holders and any
preferred stockholders. Various financing arrangements and
regulatory requirements impose restrictions on the ability of our
utility subsidiaries to transfer funds to us in the form of cash
dividends, loans or advances. All of our utility subsidiaries, with
the exception of UMERC and MGU, are prohibited from loaning funds
to us, either directly or indirectly. The indenture does not limit
us or our subsidiaries if we decide to issue additional debt. The
following operating subsidiaries have ongoing commercial paper
programs used to finance their business activities: WE, WPS, WG,
and PGL.
As of March 31, 2018, our direct obligations included $1.4 billion
of outstanding senior notes and $500 million of junior subordinated
notes, all issued under the indenture. We have a $1.2 billion
multi-year bank back-up credit facility to support our commercial
paper program and had $609.9 million of commercial paper
outstanding at March 31, 2018. We also had $281.9 million of
intercompany short-term debt from Integrys Holding outstanding,
which is eliminated in WEC Energy Group’s consolidated financial
statements. In addition, as of March 31, 2018, our utility
subsidiaries had approximately $590.8 million of commercial paper
outstanding supported by $1.6 billion of bank back-up credit
facilities, and $31.2 million of intercompany short-term debt
outstanding, which is eliminated in WEC Energy Group’s consolidated
financial statements. At March 31, 2018, our utility subsidiaries
had approximately $8.6 billion of outstanding long-term debt
(including approximately $2.8 billion of capitalized leases, almost
all of which are with subsidiaries of We Power, and $50 million of
intercompany long-term debt, both of which are eliminated in WEC
Energy Group’s consolidated financial statements). As of March 31,
2018, subsidiaries of We Power and Bluewater had approximately $1.1
billion and $125 million, respectively, of outstanding senior notes
with mortgage style principal amortizations. As of March 31,
2018, our other non-utility subsidiaries had approximately $0.8
billion of outstanding long-term debt (including $514.9 million of
Integrys Holding’s junior subordinated notes, $114.9 million of
which was redeemed in May 2018). As of March 31, 2018, WE’s
outstanding preferred stock had an aggregate liquidation preference
value of $30.4 million and holders were entitled to aggregate
annual dividends of approximately $1.2 million.
Successor Obligor
The indenture provides that, unless otherwise specified in the
securities resolution establishing a series of debt securities, we
will not consolidate with or merge into another company in a
transaction in which we are not the surviving company, or transfer
all or substantially all of our assets to another company,
unless:
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that company is organized under the
laws of the United States or a state thereof or is organized under
the laws of a foreign jurisdiction and consents to the jurisdiction
of the courts of the United States or a state thereof; |
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that company assumes by
supplemental indenture all of our obligations under the indenture,
the debt securities and any coupons; |
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all required approvals of any
regulatory body having jurisdiction over the transaction have been
obtained; and |
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immediately after the transaction
no default exists under the indenture. |
The successor will be substituted for us as if it had been an
original party to the indenture, securities resolutions and debt
securities. Thereafter, the successor may exercise our rights and
powers under the indenture, the debt securities and any coupons,
and all of our obligations under those documents will terminate.
(Section 5.01)
Exchange of Debt Securities
Registered debt securities may be exchanged for an equal principal
amount of registered debt securities of the same series and date of
maturity in authorized denominations requested by the holders upon
surrender of the registered debt securities at an agency we
maintain for that purpose and upon fulfillment of all other
requirements of the agent. (Section 2.07)
To the extent permitted by the terms of a series of debt securities
authorized to be issued in registered form and bearer form, bearer
debt securities may be exchanged for an equal aggregate principal
amount of registered or bearer debt securities of the same series
and date of maturity in authorized denominations upon surrender of
the bearer debt securities with all unpaid interest coupons, except
as may otherwise be provided in the debt securities, at our agency
maintained for that purpose and upon fulfillment of all other
requirements of the agent. (Section 2.07) As of the date of this
prospectus, we do not expect that the terms of any series of debt
securities will permit registered debt securities to be exchanged
for bearer debt securities.
Defaults and Remedies
Unless the securities resolution establishing the series provides
for different events of default, in which event the prospectus
supplement will describe any differences, an event of default with
respect to a series of debt securities will occur if:
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we default in any payment of
interest on any debt securities of that series when the payment
becomes due and payable and the default continues for a period of
60 days; |
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we default in the payment of the
principal and premium, if any, of any debt securities of that
series when those payments become due and payable at maturity or
upon redemption, acceleration or otherwise; |
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we default in the payment or
satisfaction of any sinking fund obligation with respect to any
debt securities of that series as required by the securities
resolution establishing that series and the default continues for a
period of 60 days; |
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we default in the performance of
any of our other agreements applicable to that series and the
default continues for 90 days after the notice specified
below; |
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pursuant to or within the meaning
of any Bankruptcy Law, we: |
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commence a voluntary case, |
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consent to the entry of an order
for relief against us in an involuntary case, |
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consent to the appointment of a
custodian for us or for all or substantially all of our property,
or |
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make a general assignment for the
benefit of our creditors; |
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a court of competent jurisdiction
enters an order or decree under any Bankruptcy Law that remains
unstayed and in effect for 60 days and that: |
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is for relief against us in an
involuntary case, |
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appoints a custodian for us or for
all or substantially all of our property, or |
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orders us to liquidate; or |
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there occurs any other event of
default provided for in that series. (Section 6.01) |
The term “Bankruptcy Law” means Title 11, U.S. Code or
any similar federal or state law for the relief of debtors. The
term “custodian” means any receiver, trustee, assignee, liquidator
or a similar official under any Bankruptcy Law.
(Section 6.01)
A default under the indenture means any event which is, or after
notice or passage of time would be, an event of default under the
indenture. (Section 1.01) A default under the fourth bullet point
above is not an event of default until the trustee or the holders
of at least 25% in principal amount of the series notify us of the
default and we do not cure the default within the time specified
after receipt of the notice. (Section 6.01)
If an event of default occurs under the indenture and is continuing
on a series, the trustee by notice to us, or the holders of at
least 25% in principal amount of the series by notice both to us
and to the trustee, may declare the principal of and accrued
interest on all the debt securities of the series to be due and
payable immediately. Discounted debt securities may provide that
the amount of principal due upon acceleration is less than the
stated principal amount. (Section 6.02)
The holders of a majority in principal amount of a series of debt
securities, by notice to the trustee, may rescind an acceleration
and its consequences if the rescission would not conflict with any
judgment or decree and if all existing events of default on the
series have been cured or waived except nonpayment of principal or
interest that has become due solely because of the acceleration.
(Section 6.02)
If an event of default occurs and is continuing on a series, the
trustee may pursue any available remedy to collect principal or
interest then due on the series, to enforce the performance of any
provision applicable to the series or otherwise to protect the
rights of the trustee and holders of the series.
(Section 6.03)
The trustee may require indemnity satisfactory to it before it
performs any duty or exercises any right or power under the
indenture or the debt securities which it reasonably believes may
expose it to any loss, liability or expense. (Section 7.01)
With some limitations, holders of a majority in principal amount of
the debt securities of a series may direct the trustee in its
exercise of any trust or power with respect to that series.
(Section 6.05) Except in the case of default in payment on a
series, the trustee may withhold notice of any continuing default
if it in good faith determines that withholding the notice is in
the interest of holders of the series. (Section 7.04) We are
required to furnish to the trustee annually a brief certificate as
to our compliance with all conditions and covenants under the
indenture. (Section 4.04)
The failure to redeem any debt securities subject to a conditional
redemption is not an event of default if any event on which the
redemption is conditioned does not occur and is not waived before
the scheduled redemption date. (Section 6.01) Debt securities
are subject to a conditional redemption if the notice of redemption
relating to the debt securities provides that it is subject to the
occurrence of any event before the date fixed for the redemption in
the notice. (Section 3.04)
The indenture does not have a cross-default provision. Thus, a
default by us on any other debt, including a default on another
series of debt securities issued under the indenture, would not
automatically constitute an event of default under the indenture. A
securities resolution may provide for a cross-default provision. In
that case, the prospectus supplement will describe the terms of
that provision.
Amendments and Waivers
The indenture and the debt securities, or any coupons, of any
series may be amended, and any default may be waived. Unless the
securities resolution provides otherwise, in which event the
prospectus supplement will describe the revised provision, we and
the trustee may amend the indenture, the debt securities and any
coupons with the written consent of the holders of a majority in
principal amount of the debt securities of all series affected
voting as one class. (Section 10.02)
Without the consent of each debt security holder affected, no
amendment or waiver may:
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reduce the principal amount of debt
securities whose holders must consent to an amendment or
waiver; |
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reduce the interest on or change
the time for payment of interest on any debt security (subject to
any right to defer one or more payments of interest we may have
retained in the securities resolution and described in the
prospectus supplement); |
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change the fixed maturity of any
debt security (subject to any right we may have retained in the
securities resolution and described in the prospectus
supplement); |
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reduce the principal of any
non-discounted debt security or reduce the amount of principal of
any discounted debt security that would be due on its
acceleration; |
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change the currency in which the
principal or interest on a debt security is payable; |
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make any change that materially
adversely affects the right to convert or exchange any debt
security; |
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waive any default in payment of
interest on or principal of a debt security or any default in
respect of a provision that pursuant to the indenture cannot be
amended without the consent of each debt security holder affected;
or |
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make any change in the section of
the indenture concerning waiver of past defaults or the section of
the indenture concerning amendments requiring the consent of debt
security holders, except to increase the amount of debt securities
whose holders must consent to an amendment or waiver or to provide
that other provisions of the indenture cannot be amended or waived
without the consent of each holder of debt securities affected by
the amendment or waiver. (Sections 6.04 and 10.02) |
Without the consent of any debt security holder, we may amend the
indenture or the debt securities:
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to cure any ambiguity, omission,
defect, or inconsistency; |
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to provide for the assumption of
our obligations to debt security holders by the surviving company
in the event of a merger, consolidation or transfer of all or
substantially all of our assets requiring such assumption; |
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to provide that specific provisions
of the indenture will not apply to a series of debt securities not
previously issued; |
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to create a series of debt
securities and establish its terms; |
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to provide for a separate trustee
for one or more series of debt securities; or |
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to make any change that does not
materially adversely affect the rights of any debt security holder.
(Section 10.01) |
Legal Defeasance and Covenant Defeasance
Debt securities of a series may be defeased at any time in
accordance with their terms and as set forth in the indenture and
described briefly below, unless the securities resolution
establishing the terms of the series otherwise provides. Any
defeasance may terminate all of our obligations (with limited
exceptions) with respect to a series of debt securities and the
indenture (“legal defeasance”), or it may terminate only our
obligations under any restrictive covenants which may be applicable
to a particular series (“covenant defeasance”).
(Section 8.01)
We may exercise our legal defeasance option even though we have
also exercised our covenant defeasance option. If we exercise our
legal defeasance option, that series of debt securities may not be
accelerated because of an event of default. If we exercise our
covenant defeasance option, that series of debt securities may not
be accelerated by reference to any restrictive covenants which may
be applicable to that particular series. (Section 8.01)
To exercise either defeasance option as to a series of debt
securities, we must:
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irrevocably deposit in trust with
the trustee or another trustee money or U.S. government
obligations; |
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deliver to the trustee a
certificate from a nationally recognized firm of independent
accountants expressing their opinion that the payments of principal
and interest when due on the deposited U.S. government
obligations, without reinvestment, plus any deposited money without
investment, will provide cash at the times and in the amounts
necessary to pay the principal and interest when due on all debt
securities of the series to maturity or redemption, as the case may
be; and |
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comply with certain other
conditions. In particular, we must obtain an opinion of tax counsel
that the defeasance will not result in recognition of any income,
gain or loss to holders for federal income tax purposes.
(Section 8.02) |
U.S. government obligations are direct obligations of
(a) the United States or (b) an agency or instrumentality
of the United States, the payment of which is unconditionally
guaranteed by the United States, which, in either case (a) or
(b), have the full faith and credit of the United States pledged
for payment and which are not callable at the issuer’s option. This
term also includes certificates representing an ownership interest
in such obligations. (Section 8.02)
Regarding the Trustee
Unless otherwise indicated in a prospectus supplement, The Bank of
New York Mellon Trust Company, N.A. (as successor to JPMorgan Trust
Company, National Association) (successor to Bank One Trust
Company, N.A.) (successor to The First National Bank of Chicago)
will act as trustee and registrar for debt securities issued under
the indenture, and the trustee will also act as transfer agent and
paying agent with respect to the debt securities.
(Section 2.03) We may remove the trustee with or without cause
if we notify the trustee three months in advance and if no default
occurs during the three-month period. If the trustee resigns or is
removed, or if a vacancy exists in the office of trustee for any
reason, the indenture provides that we must promptly appoint a
successor trustee. (Section 7.07) The trustee, in its
individual or any other capacity, may make loans to, accept
deposits from, and perform services for us or our affiliates, and
may otherwise deal with us or our affiliates, as if it were not the
trustee. (Section 7.02) In addition, the trustee serves as
collateral agent for notes issued by non-utility subsidiaries of We
Power. The trustee also serves as trustee for tax-exempt bonds for
which WE is the ultimate obligor. These tax-exempt bonds were
repurchased by WE in August 2009 and are still outstanding, but are
not reported as long-term debt because they are held by WE.
Governing Law
The indenture and the debt securities will be governed by and
construed in accordance with the laws of the State of Wisconsin,
except to the extent that the Trust Indenture Act of 1939 is
applicable.
PLAN OF DISTRIBUTION
We may sell the debt securities covered by this prospectus in any
one or more of the following ways from time to time: (a) to or
through underwriters or dealers; (b) directly to one or more
purchasers; (c) through agents; (d) through competitive
bidding; or (e) any combination of the above. The prospectus
supplement will set forth the terms of the offering of the debt
securities being offered thereby, including the name or names of
any underwriters, the purchase price of those debt securities and
the proceeds to us from such sale, any underwriting discounts and
other items constituting underwriters’ compensation, any initial
public offering price, any discounts or concessions allowed or
reallowed or paid to dealers, and any securities exchange on which
those debt securities may be listed. Only underwriters so named in
the applicable prospectus supplement are deemed to be underwriters
in connection with the debt securities offered thereby.
If underwriters are used in the sale, the debt securities will be
acquired by the underwriters for their own account and may be
resold from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale. The obligations of
the underwriters to purchase those debt securities will be subject
to certain conditions precedent, and the underwriters will be
obligated to purchase all the debt securities of the series offered
by us and described in the applicable prospectus supplement if any
of those debt securities are purchased. Any initial public offering
price and any discounts or concessions allowed or reallowed or paid
to dealers may be changed from time to time.
Debt securities may also be offered and sold, if so indicated in
the prospectus supplement, in connection with a remarketing upon
their purchase, in accordance with a redemption or repayment
pursuant to their terms, by one or more firms (“remarketing firms”)
acting as principals for their own accounts or as agents for us.
Any remarketing firm will be identified and the terms of its
agreement, if any, with us and its compensation will be described
in the prospectus supplement. Remarketing firms may be deemed to be
underwriters in connection with the debt securities remarketed
thereby.
Debt securities may also be sold directly by us or through agents
designated by us from time to time. Any agent involved in the
offering and sale of the debt securities in respect of which this
prospectus is delivered will be named, and any commissions payable
by us to such agent will be set forth, in the prospectus
supplement. Unless otherwise indicated in the prospectus
supplement, any such agent will be acting on a best efforts basis
for the period of its appointment.
If so indicated in the prospectus supplement, we will authorize
agents, underwriters or dealers to solicit offers by certain
institutional investors to purchase debt securities providing for
payment and delivery on a future date specified in the prospectus
supplement. There may be limitations on the minimum amount which
may be purchased by any such institutional investor or on the
portion of the aggregate principal amount of the particular debt
securities which may be sold pursuant to such arrangements.
Institutional investors to which such offers may be made, when
authorized, include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and
charitable institutions and such other institutions as may be
approved by us. The obligations of any such purchasers pursuant to
such delayed delivery and payment arrangements will not be subject
to any conditions except (a) the purchase by an institution of
the particular debt securities must not at the time of delivery be
prohibited under the laws of any jurisdiction in the
United States to which such institution is subject, and
(b) if the particular debt securities are being sold to
underwriters, we must have sold to such underwriters all of those
debt securities other than the debt securities covered by such
arrangements. Underwriters will not have any responsibility in
respect of the validity of such arrangements or the performance by
us or such institutional investors thereunder.
If any underwriter or any selling group member intends to engage in
stabilizing transactions, syndicate short covering transactions,
penalty bids or any other transaction in connection with the
offering of debt securities that may stabilize, maintain, or
otherwise affect the price of those debt securities, such intention
and a description of such transactions will be described in the
prospectus supplement.
Agents and underwriters may be entitled under agreements entered
into with us to indemnification by us against certain civil
liabilities, including liabilities under the Securities Act of
1933, or to contribution with respect to payments which the agents
or underwriters may be required to make in respect thereof. Agents
and underwriters may engage in transactions with, or perform
services for, us and our subsidiaries in the ordinary course of
business.
LEGAL MATTERS
Unless otherwise indicated in the applicable prospectus supplement,
various legal matters in connection with the debt securities will
be passed upon (a) for us by Mercer Thompson LLC, Atlanta,
Georgia, and (b) for any underwriters by Hunton Andrews Kurth
LLP, New York, New
York. Unless otherwise indicated in the applicable prospectus
supplement, Joshua M. Erickson, Director – Legal Services –
Corporate and Finance of WEC Energy Group, will pass upon the
validity of the debt securities, as well as certain other legal
matters, on our behalf. Mr. Erickson is the beneficial owner of
less than 0.01% of our common stock.
EXPERTS
The consolidated financial statements, and the related financial
statement schedules, incorporated in this prospectus by reference
from our Annual Report on Form 10-K for the year ended
December 31, 2017, and the effectiveness of our internal control
over financial reporting have been audited by Deloitte &
Touche LLP, an independent registered public accounting firm, as
stated in their reports, which are incorporated herein by
reference. Such consolidated financial statements and financial
statement schedules have been so incorporated in reliance upon the
reports of such firm given upon their authority as experts in
accounting and auditing.
WHERE YOU CAN FIND MORE
INFORMATION
We file annual, quarterly and current reports, as well as
registration and proxy statements and other information, with the
SEC. These documents may be read and copied at the SEC's Public
Reference Room at 100 F Street, N.E., Washington, D.C. 20549.
You can get further information about the SEC’s Public Reference
Room by calling 1-800-SEC-0330. The SEC also maintains a website
(http://www.sec.gov) that contains reports, registration statements
and other information regarding registrants like us that file
electronically with the SEC.
The SEC allows us to “incorporate by reference” into this
prospectus the information we file with it. This means that we can
disclose important information to you by referring you to those
documents. The information we incorporate by reference is
considered a part of this prospectus, and later information we file
with the SEC (File No. 001-09057) will automatically update
and supersede this information. We incorporate by reference the
documents listed below and any future filings we make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until this offering is completed:
|
· |
Quarterly Report on Form 10-Q for
the quarter ended
March 31, 2018; and |
No information furnished under Items 2.02 or 7.01 of any
Current Report on Form 8-K will be incorporated by reference
in this prospectus unless specifically stated otherwise. You may
request a copy of these documents at no cost by calling or writing
to us at the following address:
WEC Energy Group, Inc.
231 West Michigan Street
P. O. Box 1331
Milwaukee, Wisconsin 53201
Attn: General Counsel and Corporate Secretary
Telephone: (414) 221-2345
You should rely only on the information provided in or incorporated
by reference (and not later changed) in this prospectus or any
prospectus supplement. We have not authorized anyone else to
provide you with additional or different information. We are not
making an offer of any securities in any state where the offer is
not permitted. You should not assume that the information in this
prospectus or any prospectus supplement is accurate as of any date
other than the date on the front of those documents.
$

$ % Senior
Notes due
,
20
$ %
Senior Notes due
,
20
PROSPECTUS SUPPLEMENT
October , 2020
Joint Book-Running Managers
Barclays |
J.P.
Morgan |
KeyBanc
Capital Markets |
TD
Securities |
US
Bancorp |
Wells
Fargo Securities |
Senior Co-Manager
Goldman Sachs & Co.
LLC
Co-Managers
Siebert
Williams Shank
|
Comerica
Securities |
WEC Energy (NYSE:WEC)
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