MILWAUKEE, Oct. 19, 2021 /PRNewswire/ -- Integrys Holding,
Inc. ("Integrys"), a wholly-owned subsidiary of WEC Energy Group,
Inc. (NYSE: WEC), today announced that it has increased the tender
offer consideration for its pending 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").
Subject to the terms and conditions set forth in the Offer to
Purchase (as defined below) and the Letter of Transmittal (as
defined below), and in respect of Notes that are validly tendered
and not validly withdrawn at or prior to the New Early Tender Time
(as defined below), the new total consideration is $27.50 per $25.00
in principal amount of Notes (the "New Total Consideration")
accepted for purchase in the Tender Offer. As a result of the
increase in the New Total Consideration, the terms of the Tender
Offer have been amended to increase the tender offer consideration
to $26.25 per $25.00 in principal amount of Notes (the "New
Tender Offer Consideration") validly tendered and not validly
withdrawn and accepted for purchase in the Tender Offer.
The following table sets forth the amended pricing terms of the
Tender Offer:
Title of
Security
|
ISIN/ CUSIP Number
|
Aggregate Principal
Amount Outstanding(1)
|
Maximum
Acceptance Amount(1)
|
New Tender Offer
Consideration(2)(3)
|
Early Tender
Premium(4)
|
New 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
|
$26.25
|
$1.25
|
$27.50
|
- 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.
- For each unit ($25.00 principal
amount of Notes) tendered at or prior to the Expiration Time and
accepted for purchase.
- No separate payment will be made for Accrued Interest (as
defined below). A portion of the New Tender Offer
Consideration or the New Total Consideration (as applicable) will
represent Accrued Interest.
- For each unit ($25.00 principal
amount of Notes) tendered at or prior to the New Early Tender Time
and accepted for purchase.
- The New Total Consideration equals the sum of the New Tender
Offer Consideration and the Early Tender Premium.
In connection with the amended pricing terms in the Tender
Offer, Integrys also announced a new early tender deadline for the
Tender Offer. To receive the New Total Consideration, 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 26, 2021, unless extended by
Integrys in its sole discretion (such time and date, as the same
may be extended, the "New Early Tender Time"). Integrys now
expects the Early Settlement Date (as defined in the Offer to
Purchase), if any, to occur on October 28,
2021.
Holders who tender their Notes may withdraw such Notes at any
time prior to 5:00 p.m., New York City time, on October 26, 2021 (such time and date, as the same
may be extended, the "Withdrawal Deadline"), but not thereafter
except as required by law, by following the procedures described in
the Offer to Purchase.
The terms and conditions of the Tender Offer are described 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") and remain unchanged except as
amended hereby.
As provided in the Offer to Purchase, 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.
A portion of the New Tender Offer Consideration or the New 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 New Total Consideration or the
New Tender Offer Consideration, as applicable, for all Notes
accepted for purchase in the Tender Offer. Further, for the
avoidance of doubt, Holders who choose to tender will not receive
the interest payment to be paid on November
1, 2021.
Notes may be subject to proration if the aggregate principal
amount of the Notes validly tendered and not validly withdrawn as
of the New Early Tender Time or the Expiration Time, as applicable,
is greater than the Maximum Acceptance Amount. Furthermore,
Notes tendered at or prior to the New Early Tender Time will be
accepted for purchase in priority to Notes tendered after the New
Early Tender Time, and to the extent Notes are tendered at or prior
to the New 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 New Early
Tender Time will be reduced or may be eliminated completely.
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.
Copies of the Offer to Purchase and the Letter of Transmittal
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