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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
May
23, 2024
Commission |
|
Registrant; State of Incorporation; |
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IRS Employer |
File Number |
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Address; and Telephone Number |
|
Identification No. |
001-09057 |
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WEC ENERGY GROUP, INC. |
|
39-1391525 |
|
|
(A Wisconsin Corporation) |
|
|
|
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231 West Michigan Street |
|
|
|
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P.O. Box 1331 |
|
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Milwaukee, WI 53201 |
|
|
|
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(414) 221-2345 |
|
|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name
of each exchange on which registered |
Common Stock, $.01 Par Value |
|
WEC |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
On
May 23, 2024, WEC Energy Group, Inc. (the “Company”) issued a press release announcing the pricing of an offering of $750,000,000
aggregate principal amount of its 4.375% Convertible Senior Notes due 2027 (the “2027 Notes”) and $750,000,000 aggregate
principal amount of its 4.375% Convertible Senior Notes due 2029 (the “2029 Notes” and, together with the 2027 Notes, the
“Notes”) in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended. In addition, the Company granted the initial purchasers an option to purchase, within a
13-day period beginning on, and including, the date the Notes are first issued, up to an additional $112,500,000 aggregate principal
amount of the 2027 Notes and up to an additional $112,500,000 aggregate principal amount of the 2029 Notes.
A
copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
ITEM
9.01 |
FINANCIAL
STATEMENTS AND EXHIBITS |
|
|
(d)
Exhibits. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: May
23, 2024 |
WEC
ENERGY GROUP, INC. |
|
(Registrant) |
|
|
|
/s/
WILLIAM J. GUC |
|
William
J. Guc, Vice President and Controller |
Exhibit 99.1
From: |
Brendan Conway (media) |
414-221-4444
brendan.conway@wecenergygroup.com
Beth
Straka (investment community)
414-221-4639
beth.straka@wecenergygroup.com
May
23, 2024
WEC
Energy Group announces pricing of $750 million of 4.375% Convertible Senior Notes due 2027 and $750 million of 4.375% Convertible Senior
Notes due 2029
MILWAUKEE,
May 22, 2024 - WEC Energy Group, Inc. (NYSE: WEC) today announced the pricing of $750,000,000 in aggregate principal amount of its 4.375%
convertible senior notes due 2027 (the “2027 convertible notes”) and $750,000,000 in aggregate principal amount of its 4.375%
convertible senior notes due 2029 (the “2029 convertible notes” and, together with the 2027 convertible notes, the “convertible
notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended
(the “Securities Act”). In addition, WEC Energy Group granted the initial purchasers of the convertible notes an option to
purchase, within a 13-day period beginning on, and including, the date the convertible notes are first issued, up to an additional $112,500,000
in aggregate principal amount of the 2027 convertible notes and up to an additional $112,500,000 in aggregate principal amount of the
2029 convertible notes. The offering is expected to close on May 28, 2024, subject to customary closing conditions.
The
convertible notes will be senior, unsecured obligations of WEC Energy Group. Interest on the convertible notes will be paid semiannually,
at a rate of 4.375% per annum (in the case of the 2027 convertible notes) and at a rate of 4.375% per annum (in the case of the 2029
convertible notes). The convertible notes will mature on June 1, 2027 (in the case of the 2027 convertible notes) and June 1, 2029 (in
the case of the 2029 convertible notes), unless earlier converted or repurchased in accordance with their terms or (in the case of the
2029 convertible notes) redeemed by WEC Energy Group.
Prior
to March 1, 2027 (in the case of the 2027 convertible notes) or March 1, 2029 (in the case of the 2029 convertible notes), holders will
have the right to convert their convertible notes only upon the occurrence of certain events and during certain periods. From and after
March 1, 2027 (in the case of the 2027 convertible notes) or March 1, 2029 (in the case of the 2029 convertible notes), holders will
have the right to convert their convertible notes at any time until the close of business on the second scheduled trading day immediately
preceding the maturity date of the applicable series of convertible notes. Upon conversion, WEC Energy Group will pay cash up to the
aggregate principal amount of the convertible notes of the applicable series to be converted and pay or deliver, as the case may be,
cash, shares of WEC Energy Group’s common stock, or a combination of cash and shares of common stock, at WEC Energy Group’s
election, in respect of the remainder, if any, of WEC Energy Group’s conversion obligation in excess of the aggregate principal
amount of the convertible notes of the applicable series being converted.
The
conversion rate for the 2027 convertible notes will initially be 10.1243 shares of WEC Energy Group’s common stock per $1,000 principal
amount of the 2027 convertible notes (equivalent to an initial conversion price of approximately $98.77 per share of common stock), representing
an initial conversion premium of approximately 20.0% above the last reported sale price of WEC Energy Group’s common stock on May
22, 2024. The conversion rate for the 2029 convertible notes will initially be 10.1243 shares of WEC Energy Group’s common stock
per $1,000 principal amount of the 2029 convertible notes (equivalent to an initial conversion price of approximately $98.77 per share
of common stock), representing an initial conversion premium of approximately 20.0% above the last reported sale price of WEC Energy
Group’s common stock on May 22, 2024. The conversion rate of each series of convertible notes is subject to adjustment in certain
circumstances. In addition, following certain corporate events that occur prior to the maturity date of each series of the convertible
notes or, with respect to the 2029 convertible notes, if WEC Energy Group delivers a notice of redemption, WEC Energy Group will, in
certain circumstances, increase the conversion rate of the applicable series of convertible notes for any holder who elects to convert
its notes of such series in connection with such corporate event or notice of redemption, as the case may be.
If
WEC Energy Group undergoes a fundamental change (as defined in the indentures that will govern the convertible notes), subject to certain
conditions, holders of the convertible notes may require WEC Energy Group to repurchase for cash all or any portion of their convertible
notes at a repurchase price equal to 100% of the principal amount of the convertible notes to be repurchased, plus accrued and unpaid
interest to, but excluding, the repurchase date.
WEC
Energy Group may not redeem the 2027 convertible notes prior to their maturity date. WEC Energy may not redeem the 2029 convertible notes
prior to June 1, 2027.
WEC Energy Group may redeem for cash all or part (subject to certain limitations on partial redemptions) of the 2029 convertible notes,
at its option, on or after June 1, 2027 and on or prior to the 41st scheduled trading day immediately preceding
the maturity date, if the last reported sale price of WEC Energy Group's common stock has been
at least 130% of the conversion price of the 2029 convertible notes then in effect for at least 20 trading days (whether or not consecutive)
during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day
immediately preceding the date on which WEC Energy Group provides notice of redemption. The redemption price for the 2029 convertible
notes will equal 100% of the principal amount of the 2029 convertible notes to be redeemed, plus accrued and unpaid interest to, but
excluding, the redemption date.
WEC
Energy Group intends to use the net proceeds from this offering for general corporate purposes, including the repayment of short-term
indebtedness.
This
press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities
in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The offer and sale of the convertible notes and the
shares of common stock issuable upon conversion of the convertible notes, if any, have not been, and will not be, registered under the
Securities Act or the securities laws of any other jurisdiction, and the convertible notes and such shares of common stock may not be
offered or sold without registration or an applicable exemption from registration requirements.
WEC
Energy Group (NYSE: WEC), based in Milwaukee, is an energy company serving 4.7 million customers in Wisconsin, Illinois, Michigan and
Minnesota.
The
company’s principal utilities are We Energies, Wisconsin Public Service, Peoples Gas, North Shore Gas, Michigan Gas Utilities,
Minnesota Energy Resources and Upper Michigan Energy Resources. Another major subsidiary, We Power, designs, builds and owns electric
generating plants. In addition, WEC Infrastructure LLC owns a growing fleet of renewable generation facilities in states ranging from
South Dakota to Texas.
Forward-looking
statements
Certain
statements contained in this press release are “forward-looking statements” under federal securities laws. These statements
are based upon management’s current expectations and are subject to risks and uncertainties that could cause actual results to
differ materially from those contemplated in the forward-looking statements. Readers are cautioned not to place undue reliance on these
statements. Forward-looking statements include, among other things, statements regarding the completion of the offering of convertible
notes and the intended use of proceeds.
Factors
that could cause actual results to differ materially from those contemplated in any forward-looking statements include, but are not limited
to: market conditions; the satisfaction of closing conditions related to the offering; and risks relating to WEC Energy Group’s
business, including those described under the heading “Factors Affecting Results, Liquidity and Capital Resources” in Management’s
Discussion and Analysis of Financial Condition and Results of Operations and under the headings “Cautionary Statement Regarding
Forward-Looking Statements” and “Risk Factors” in the company’s Annual Report on Form 10-K for the year ended
December 31, 2023, and in subsequent reports filed with the Securities and Exchange Commission. There can be no assurance that the offering
of convertible notes will be completed on the anticipated terms, or at all. Except as may be required by law, WEC Energy Group expressly
disclaims any obligation to update any forward-looking information.
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