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Integrys Holding Announces Preliminary Results of Tender Offer, Increase in Tender Cap and Initial Settlement of Tender Offer

February 16, 2016

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(the “Early Tender Date”),  $248,909,000 aggregate principal amount of Notes  were validly tendered and not validly withdrawn.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




(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

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