Integrys Holding Commences Capped Tender Offer for 6.00% Junior Subordinated Notes due 2073

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Oct 07, 2021, 09:00 ET

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.

SOURCE WEC Energy Group