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UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
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):
May23, 2024
Commission Registrant; State of Incorporation; IRS Employer
File Number Address; and Telephone Number Identification No.
001-09057 WEC ENERGY GROUP, INC. 39-1391525
(A
Wisconsin
Corporation)
231 West Michigan Street
P.O. Box 1331
Milwaukee
,
WI
53201
(
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 ((s)230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 ((s)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.
..
ITEM 8.01 OTHER EVENTS
OnMay 23, 2024, WEC Energy Group, Inc. (the "Company") issued a press release
announcing the pricing of an offering of $750,000,000aggregate principal
amount of its 4.375% Convertible Senior Notes due 2027 (the "2027 Notes") and
$750,000,000 aggregateprincipal 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 144Aunder the Securities Act of 1933, as amended. In
addition, the Company granted the initial purchasers an option to purchase,
within a13-day period beginning on, and including, the date the Notes are
first issued, up to an additional $112,500,000 aggregate principalamount of
the 2027 Notes and up to an additional $112,500,000 aggregate principal amount
of the 2029 Notes.
Acopy 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.
99.1 Press Release dated May 23, 2024.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuantto the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf bythe
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
BethStraka (investment community)
414-221-4639
beth.straka@wecenergygroup.com
May23, 2024
WECEnergy Group announces pricing of $750 million of 4.375% Convertible Senior
Notes due 2027 and $750 million of 4.375% Convertible SeniorNotes 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%convertib
le 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
"convertiblenotes") 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 topurchase, within a 13-day
period beginning on, and including, the date the convertible notes are first
issued, up to an additional $112,500,000in aggregate principal amount of the
2027 convertible notes and up to an additional $112,500,000 in aggregate
principal amount of the2029 convertible notes. The offering is expected to
close on May 28, 2024, subject to customary closing conditions.
Theconvertible 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 2029convertible notes). The
convertible notes will mature on June 1, 2027 (in the case of the 2027
convertible notes) and June 1, 2029 (inthe case of the 2029 convertible
notes), unless earlier converted or repurchased in accordance with their terms
or (in the case of the2029 convertible notes) redeemed by WEC Energy Group.
Priorto March 1, 2027 (in the case of the 2027 convertible notes) or March 1,
2029 (in the case of the 2029 convertible notes), holders willhave the right
to convert their convertible notes only upon the occurrence of certain events
and during certain periods. From and afterMarch 1, 2027 (in the case of the
2027 convertible notes) or March 1, 2029 (in the case of the 2029 convertible
notes), holders willhave the right to convert their convertible notes at any
time until the close of business on the second scheduled trading day
immediatelypreceding the maturity date of the applicable series of convertible
notes. Upon conversion, WEC Energy Group will pay cash up to theaggregate
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'selection, in respect of the remainder, if any, of WEC Energy
Group's conversion obligation in excess of the aggregate principalamount of
the convertible notes of the applicable series being converted.
Theconversion rate for the 2027 convertible notes will initially be 10.1243
shares of WEC Energy Group's common stock per $1,000 principalamount of the
2027 convertible notes (equivalent to an initial conversion price of
approximately $98.77 per share of common stock), representingan initial
conversion premium of approximately 20.0% above the last reported sale price
of WEC Energy Group's common stock on May22, 2024. The conversion rate for the
2029 convertible notes will initially be 10.1243 shares of WEC Energy Group's
common stockper $1,000 principal amount of the 2029 convertible notes
(equivalent to an initial conversion price of approximately $98.77 per shareof
common stock), representing an initial conversion premium of approximately
20.0% above the last reported sale price of WEC EnergyGroup's common stock on
May 22, 2024. The conversion rate of each series of convertible notes is
subject to adjustment in certaincircumstances. In addition, following certain
corporate events that occur prior to the maturity date of each series of the
convertiblenotes or, with respect to the 2029 convertible notes, if WEC Energy
Group delivers a notice of redemption, WEC Energy Group will, incertain
circumstances, increase the conversion rate of the applicable series of
convertible notes for any holder who elects to convertits notes of such series
in connection with such corporate event or notice of redemption, as the case
may be.
IfWEC Energy Group undergoes a fundamental change (as defined in the
indentures that will govern the convertible notes), subject to certainconditions
, holders of the convertible notes may require WEC Energy Group to repurchase
for cash all or any portion of their convertiblenotes at a repurchase price
equal to 100% of the principal amount of the convertible notes to be
repurchased, plus accrued and unpaidinterest to, but excluding, the repurchase
date.
WECEnergy Group may not redeem the 2027 convertible notes prior to their
maturity date. WEC Energy may not redeem the 2029 convertible notesprior 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 41
st
scheduled trading day immediately precedingthe maturity date
, if the last reported sale price of WEC Energy Group's common stock has
beenat 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 dayimmediately preceding the
date on which WEC Energy Group provides notice of redemption. The redemption
price for the 2029 convertiblenotes will equal 100% of the principal amount of
the 2029 convertible notes to be redeemed, plus accrued and unpaid interest
to, butexcluding, the redemption date.
WECEnergy Group intends to use the net proceeds from this offering for general
corporate purposes, including the repayment of short-termindebtedness.
Thispress release shall not constitute an offer to sell or a solicitation of
an offer to buy, nor shall there be any sale of these securitiesin any
jurisdiction in which such an offer, solicitation or sale would be unlawful.
The offer and sale of the convertible notes and theshares of common stock
issuable upon conversion of the convertible notes, if any, have not been, and
will not be, registered under theSecurities Act or the securities laws of any
other jurisdiction, and the convertible notes and such shares of common stock
may not beoffered or sold without registration or an applicable exemption from
registration requirements.
WECEnergy Group (NYSE: WEC), based in Milwaukee, is an energy company serving
4.7 million customers in Wisconsin, Illinois, Michigan andMinnesota.
Thecompany'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 electricgenerating plants. In addition, WEC
Infrastructure LLC owns a growing fleet of renewable generation facilities in
states ranging fromSouth Dakota to Texas.
Forward-lookingstatements
Certainstatements contained in this press release are "forward-looking
statements" under federal securities laws. These statementsare based upon
management's current expectations and are subject to risks and uncertainties
that could cause actual results todiffer materially from those contemplated in
the forward-looking statements. Readers are cautioned not to place undue
reliance on thesestatements. Forward-looking statements include, among other
things, statements regarding the completion of the offering of convertiblenotes
and the intended use of proceeds.
Factorsthat could cause actual results to differ materially from those
contemplated in any forward-looking statements include, but are not limitedto:
market conditions; the satisfaction of closing conditions related to the
offering; and risks relating to WEC Energy Group'sbusiness, including those
described under the heading "Factors Affecting Results, Liquidity and Capital
Resources" in Management'sDiscussion and Analysis of Financial Condition and
Results of Operations and under the headings "Cautionary Statement
RegardingForward-Looking Statements" and "Risk Factors" in the company's
Annual Report on Form 10-K for the year endedDecember 31, 2023, and in
subsequent reports filed with the Securities and Exchange Commission. There
can be no assurance that the offeringof convertible notes will be completed on
the anticipated terms, or at all. Except as may be required by law, WEC Energy
Group expresslydisclaims any obligation to update any forward-looking
information.
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