MILWAUKEE, Oct. 7, 2021
/PRNewswire/ -- Integrys Holding, Inc. ("Integrys"), a
wholly-owned subsidiary of WEC Energy Group, Inc. (NYSE: WEC),
today announced that it has commenced an offer to purchase for cash
(the "Tender Offer") up to $150
million aggregate principal amount (as such amount may be
increased or decreased by Integrys pursuant to the terms of the
Tender Offer, the "Maximum Acceptance Amount") of its 6.00% Junior
Subordinated Notes due 2073 (the "Notes"). The Tender Offer
is made upon the terms and subject to the conditions set forth in
the offer to purchase dated October 7,
2021 (the "Offer to Purchase") and the related Letter of
Transmittal dated October 7, 2021
(the "Letter of Transmittal").
The Tender Offer will expire at 11:59
p.m., New York City time,
on November 4, 2021, unless extended
(such time and date, as the same may be extended, the "Expiration
Time") or earlier terminated by Integrys in its sole discretion.
To receive the Total Consideration (as defined below), which
includes an early tender premium of $1.25 per $25.00
principal amount of the Notes accepted for purchase pursuant to the
Tender Offer (the "Early Tender Premium"), Holders (as defined in
the Offer to Purchase) must validly tender and not validly withdraw
their Notes prior to 5:00 p.m.,
New York City time, on
October 21, 2021, unless extended by
Integrys in its sole discretion (such time and date, as the same
may be extended, the "Early Tender Time"). Holders who
validly tender their Notes after the Early Tender Time but at or
prior to the Expiration Time will be eligible to receive only the
Tender Offer Consideration if such Notes are accepted for purchase,
which Tender Offer Consideration is an amount equal to the Total
Consideration (as defined below) less the Early Tender
Premium. Holders who tender their Notes may withdraw such
Notes at any time prior to 5:00 p.m.,
New York City time, on
October 21, 2021 (such time and date,
as the same may be extended, the "Withdrawal Deadline"), but not
thereafter, by following the procedures described in the Offer to
Purchase.
The following table sets forth certain terms of the Tender
Offer:
Title of
Security
|
ISIN/
CUSIP
Number
|
Aggregate
Principal
Amount
Outstanding(1)
|
Maximum
Acceptance
Amount(1)
|
Tender Offer
Consideration(2)(3)
|
Early Tender
Premium(4)
|
Total
Consideration(3)(5)
|
6.00% Junior
Subordinated
Notes due 2073
|
US45822P2048/
45822P 204
|
$400,000,000
|
$150,000,000
aggregate principal
amount, subject to
increase or decrease
in the sole discretion
of Integrys
|
$25.95
|
$1.25
|
$27.20
|
|
(1)
|
The Notes are held in
book-entry only form through the facilities of The Depository Trust
Company ("DTC"). At DTC, the Notes are denominated as 16
million units with each unit representing $25.00 in principal
amount of Notes. Tenders may be made in minimum denominations
of one unit ($25.00 in principal amount of Notes) and integral
multiples thereof. Unless increased or decreased by Integrys,
the Maximum Acceptance Amount is 6 million units, each representing
$25.00 in principal amount of Notes.
|
(2)
|
For each unit ($25.00
principal amount of Notes) tendered after the Early Tender Time and
at or prior to the Expiration Time and accepted for
purchase.
|
(3)
|
No separate payment
will be made for Accrued Interest (as defined below). A
portion of the Tender Offer Consideration or the Total
Consideration (as applicable) will represent Accrued
Interest.
|
(4)
|
For each unit ($25.00
principal amount of Notes) tendered at or prior to the Early Tender
Time and accepted for purchase.
|
(5)
|
The Total
Consideration equals the sum of the Tender Offer Consideration and
the Early Tender Premium.
|
A portion of the Tender Offer Consideration or the Total
Consideration (as applicable) will represent accrued interest from
and including the last interest payment date to but excluding the
date of payment for Notes purchased pursuant to the Tender Offer
(the "Accrued Interest"). For the avoidance of doubt, Holders
will not receive any separate payment with respect to Accrued
Interest and will receive only the Total Consideration or the
Tender Offer Consideration, as applicable, for all Notes accepted
for purchase in the Tender Offer.
Notes may be subject to proration if the aggregate principal
amount of the Notes validly tendered and not validly withdrawn as
of the Early Tender Time or the Expiration Time, as applicable, is
greater than the Maximum Acceptance Amount. Furthermore,
Notes tendered at or prior to the Early Tender Time will be
accepted for purchase in priority to Notes tendered after the Early
Tender Time, and to the extent Notes are tendered at or prior to
the Early Tender Time and accepted for purchase pursuant to the
Tender Offer, the portion of the Maximum Acceptance Amount
available for the purchase of Notes tendered after the Early Tender
Time will be reduced or may be eliminated completely.
Integrys reserves the right, but is under no obligation, at any
point following the Early Tender Time and before the Expiration
Time, to accept Notes that have been validly tendered and not
validly withdrawn for purchase on a date determined at the option
of Integrys (such date, if any, the "Early Settlement Date").
Integrys currently expects the Early Settlement Date, if any,
to occur on October 25, 2021.
If Integrys chooses to exercise its option to have an Early
Settlement Date, Integrys will purchase any remaining Notes that
have been validly tendered and not validly withdrawn after the
Early Tender Time and at or prior to the Expiration Time, subject
to all conditions to the Tender Offer having been satisfied or
waived by Integrys and subject to the Maximum Acceptance Amount, on
the Final Settlement Date, if any. If Integrys chooses not to
exercise its option to have an Early Settlement Date, Integrys will
purchase all Notes that have been validly tendered and not validly
withdrawn at or prior to the Expiration Time, subject to all
conditions to the Tender Offer having been satisfied or waived by
Integrys and subject to the Maximum Acceptance Amount, on the Final
Settlement Date. The Final Settlement Date, if any, is expected to
occur promptly following the Expiration Time and is expected to be
November 8, 2021 (the "Final
Settlement Date"), unless extended by Integrys. No tenders of
Notes submitted after the Expiration Time will be valid.
Integrys expressly reserves the right, but is not obligated, to
increase or decrease the Maximum Acceptance Amount in its sole
discretion without extending the Withdrawal Deadline or otherwise
reinstating withdrawal rights of Holders, subject to applicable
law.
The obligation of Integrys to accept for purchase, and to pay
for, Notes that are validly tendered and not validly withdrawn
pursuant to the Tender Offer is conditioned on the satisfaction or
waiver by Integrys of a number of conditions as described in the
Offer to Purchase. Subject to applicable law and the terms
and conditions of the Offer to Purchase and the Letter of
Transmittal, Integrys may terminate the Tender Offer, waive any or
all of the conditions of the Tender Offer prior to the Expiration
Time, extend the Expiration Time or amend the terms of the Tender
Offer.
From time to time in the future, we may acquire Notes that are
not purchased in the Tender Offer through open market purchases,
privately negotiated transactions, tender offers, exchange offers
or otherwise, upon such terms and at such prices as we may
determine, which may be more or less than any price to be paid
pursuant to the Tender Offer and could be for cash or other
consideration. Alternatively, on or after August 1, 2023, we may redeem any or all of the
Notes not purchased pursuant to the Tender Offer at a redemption
price equal to 100% of the principal amount of the Notes being
redeemed plus accrued and unpaid interest to, but not including,
the date of redemption. There can be no assurance as to
which, if any, of these alternatives (or combinations thereof) we
may choose to pursue in the future.
The complete terms and conditions of the Tender Offer are
described in the Offer to Purchase and the Letter of Transmittal,
copies of which may be obtained from Global Bondholder Services
Corporation, the depositary and information agent for the Offer, by
calling (212) 430-3774 (collect) or (866) 470-3900 (toll free).
Integrys has retained Barclays Capital Inc. as the dealer
manager for the Offer. Questions regarding the terms of the
Offer may be directed to the Liability Management Group of Barclays
Capital Inc. by calling (212) 528-7581 (collect) or (800) 438-3242
(toll free).
None of Integrys, its board of directors (or any committee
thereof), the dealer manager, the depositary, the information
agent, the trustee for the Notes or their respective affiliates is
making any recommendation as to whether or not holders of the Notes
should tender all or any portion of their Notes in the Tender
Offer. Holders must make their own decision as to whether to
tender Notes and, if so, the principal amount of the Notes to
tender.
This announcement is not an offer to purchase or a solicitation
of an offer to sell with respect to any securities. The
Tender Offer is being made solely by the Offer to Purchase and the
Letter of Transmittal. The Tender Offer is not being made to
holders of Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. In those
jurisdictions where the securities, blue sky or other laws require
the Tender Offer to be made by a licensed broker or dealer and the
Dealer Manager or any of the Dealer Manager's affiliates is such a
licensed broker or dealer in any such jurisdiction, the Tender
Offer shall be deemed to be made by such Dealer Manager or
affiliate, as the case may be, on behalf of the Company in such
jurisdiction.
Integrys is a wholly-owned subsidiary of WEC Energy Group,
Inc. (NYSE:WEC). WEC Energy Group, based in Milwaukee, is one of the nation's premier
energy companies, serving 4.6 million customers in Wisconsin, Illinois, Michigan, and Minnesota.
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SOURCE WEC Energy Group