MILWAUKEE, Oct. 27, 2021 /PRNewswire/ -- Integrys
Holding, Inc. ("Integrys"), a wholly-owned subsidiary of WEC Energy
Group, Inc. (NYSE: WEC), today announced the Early Tender Time (as
defined below) results for its previously announced offer to
purchase for cash (the "Tender Offer") up to $150,000,000 aggregate principal amount (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"), as amended by the press release of Integrys issued
October 19, 2021 (the "Price Increase
Press Release" and, together with the Offer to Purchase and the
Letter of Transmittal, the "Offer Documents"), pursuant to which
Integrys increased the tender offer consideration and established a
new early tender time.
In order to allow the purchase of all Notes tendered and not
validly withdrawn at the Early Tender Time (as defined below),
Integrys has increased the Maximum Acceptance Amount to
$178,556,650 aggregate principal
amount (as such amount may be further increased by Integrys
pursuant to the terms of the Tender Offer, the "Revised Maximum
Acceptance Amount") of Notes. Except as described in this
press release, all other terms of the Tender Offer as described in
the Offer Documents remain unchanged.
As of 5:00 p.m., New York City time, on October 26, 2021 (the "Early Tender Time"),
$178,556,650 aggregate principal
amount of Notes were validly tendered and not validly
withdrawn.
The following table sets forth certain terms of the Tender
Offer:
Title
of
Security
|
ISIN/CUSIP
Number
|
Aggregate
Principal
Amount
Outstanding(1)
|
Principal
Amount
Tendered(1)
|
Principal
Amount
Accepted
For
Purchase(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
|
$178,556,650
|
$178,556,650
|
$26.25
|
$1.25
|
$27.50
|
|
|
(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 by Integrys, the Revised
Maximum Acceptance Amount is 7,142,266 units, each representing
$25.00 in principal amount of Notes.
|
(2)
|
For each unit ($25.00
principal amount of Notes) tendered and accepted for
purchase.
|
(3)
|
No separate payment
will be made for 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"). 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.
|
Integrys also announced the exercise of its early settlement
right for Notes validly tendered and not validly withdrawn prior to
the Early Tender Time. A total of $178,556,650 aggregate principal amount of the
Notes are expected to be accepted, and settlement is expected to
occur on October 28, 2021 (the "Early
Settlement Date"). The Notes accepted for purchase will not
be subject to proration.
A portion of the Total Consideration represents Accrued Interest
from and including the last interest payment date to but excluding
the Early Settlement Date. For the avoidance of doubt,
Holders will not receive any separate payment with respect to
Accrued Interest and will receive only the Total Consideration
($27.50 per $25.00 of principal amount of Notes), for all
Notes accepted for purchase on the Early Settlement Date.
The withdrawal deadline for the Tender Offer was 5:00 p.m., New York
City time, on October 26,
2021, and has not been extended. The Tender Offer will
now expire at 11:59 p.m.,
New York City time, on
November 9, 2021, unless further
extended by Integrys in its sole discretion (such time, as the same
may be extended, the "Expiration Time"). As provided in the
Offer Documents, holders of any Notes validly tendered after the
Early Tender Time and prior to the Expiration Time and accepted for
purchase will receive the Tender Offer Consideration of
$26.25 per $25.00 principal amount of such Notes, which is
equal to the Total Consideration minus the Early Tender
Premium. However, unless Integrys further increases the
Revised Maximum Acceptance Amount prior to the Expiration Time, no
Notes tendered after the Early Tender Time shall be accepted for
purchase pursuant to the Tender Offer. Integrys reserves the right,
but is under no obligation, to further increase the Revised Maximum
Acceptance Amount at any time, subject to compliance with
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 Documents, 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.
The complete terms and conditions of the Tender Offer are
described in the Offer Documents, 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 Documents. 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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content:https://www.prnewswire.com/news-releases/integrys-holding-announces-preliminary-results-of-tender-offer-increase-in-maximum-acceptance-amount-and-initial-settlement-of-tender-offer-301409661.html
SOURCE WEC Energy Group