MILWAUKEE -- Integrys Holding, Inc. (“Integrys”), a wholly-owned subsidiary of WEC Energy Group, Inc. (NYSE: WEC), today announced the Early Tender Date (as defined below) results and the determination of the Total Consideration, as shown in the table below, for its previously announced modified “Dutch Auction” tender offer (the “Tender Offer”) to purchase the maximum aggregate principal amount of its 6.11% Junior Subordinated Notes due 2066 (the “Notes”) that it can purchase for up to $100,000,000 (excluding accrued and unpaid interest and excluding fees and expenses) (subject to increase, the “Tender Cap”).
In order to allow the purchase of all Notes tendered at the Clearing Price shown below, Integrys also has increased the Tender Cap from a maximum purchase price of $100,000,000 to a maximum purchase price of $128,583,600 (excluding accrued and unpaid interest and excluding fees and expenses)(the “Revised Tender Cap”). Except as described in this press release, all other terms of the Tender Offer as described in the Offer to Purchase (as defined below) remain unchanged.
On February 1, 2016, Integrys commenced the Tender Offer in accordance with the terms and conditions set forth in the Offer to Purchase, dated February 1, 2016 (the “Offer to Purchase”) sent to holders of the Notes. Capitalized terms used in this press release and not defined herein have the meanings given to them in the Offer to Purchase.
As of 5:00 p.m., New York City time, on February 12, 2016 (the “Early Tender Date”), $248,909,000 aggregate principal amount of Notes were validly tendered and not validly withdrawn.
Select terms of the Tender Offer are described in the table below.
Title of Security | Aggregate Outstanding
Principal Amount(1) | Principal Amount Tendered(2) | Total Consideration
(Clearing Price)(3)(4)(5) |
6.11% Junior Subordinated Notes due 2066 | $269,840,000 | $248,909,000 | $830.00 |
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(1) Aggregate principal amount outstanding as of February 1, 2016.
(2) As of 5:00 p.m., New York City time, on February 12, 2016.
(3) Per $1,000 principal amount of Notes accepted for purchase.
(4) Includes the early tender payment of $30.00 per $1,000 principal amount of Notes (the “Early Tender Payment”).
(5) Plus accrued and unpaid interest from the last interest payment date to, but not including, February 17, 2016. |
Integrys also announced the exercise of its early settlement right for Notes validly tendered (and not validly withdrawn) prior to the Early Tender Date. A total of $154,920,000 aggregate principal amount of the Notes were accepted for payment at a purchase price of $128,583,600 (excluding accrued and unpaid interest and excluding fees and expenses), and settlement is expected to occur on February 17, 2016 (the “Initial Settlement Date”).
In accordance with the Offer to Purchase, all Notes validly tendered (and not validly withdrawn) prior to the Early Tender Date at a bid price equal to the Clearing Price and all Notes tendered without a specified bid price will be accepted for purchase and will not be subject to proration.
Holders of Notes that have been accepted for purchase on the Initial Settlement Date will receive the Total Consideration, which amounts to a total of $830.00 per $1,000 principal amount of Notes (including the Early Tender Payment), plus accrued and unpaid interest from the last interest payment date to, but not including, February 17, 2016.
The withdrawal deadline for the Tender Offer was 5:00 p.m., New York City time, on February 12, 2016, and has not been extended. The Tender Offer will expire at 11:59 p.m., New York City time, on February 29, 2016, unless extended by Integrys in its sole discretion (such time, as the same may be extended, the “Expiration Date”). As provided in the Offer to Purchase, holders of any Notes validly tendered after the Early Tender Date and accepted for purchase will receive the Tender Offer Consideration of $800.00 per $1,000 principal amount of such Notes, which is equal to the Total Consideration minus the Early Tender Payment. However, unless Integrys further increases the Revised Tender Cap prior to the Expiration Date, no Notes tendered after the Early Tender Date shall be accepted for purchase pursuant to the Tender Offer. Integrys reserves the right, but is under no obligation, to further increase the Revised Tender Cap at any time, subject to compliance with applicable law.
All Notes tendered at prices in excess of the Clearing Price will be returned to tendering holders at Integrys’ expense promptly following the Expiration Date.
The complete terms and conditions of the Tender Offer are described in the Offer to Purchase, copies of which may be obtained from Global Bondholder Services Corporation, the depositary and information agent for the Tender Offer, by calling (866) 470-4500 (US toll-free).
Barclays Capital Inc. is acting as the dealer manager for the Tender Offer. Questions regarding the terms of the Tender Offer may be directed to the Liability Management Group of Barclays Capital Inc. by calling (800) 438-3242 (toll free) or (212) 528-7581 (collect).
None of Integrys, its board of directors (or any committee thereof), the dealer manager, 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.
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. 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.
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 4.4 million customers in Wisconsin, Illinois, Michigan, and Minnesota.
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From: Brian Manthey
414-221-4444
brian.manthey@we-energies.com