Integrys Holding Commences Tender Offer for 6.11% Junior Subordinated Notes

Feb 01, 2016, 08:44 ET from Integrys Holding, Inc.

MILWAUKEE, Feb. 1, 2016 /PRNewswire/ -- Integrys Holding, Inc. ("Integrys"), a wholly-owned subsidiary of WEC Energy Group, Inc. (NYSE: WEC), today announced that it has commenced a modified "Dutch Auction" cash tender offer (the "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 million (excluding accrued and unpaid interest and excluding fees and expenses) (the "Tender Cap").  The 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 date and time, as the same may be extended, the "Expiration Date").  Holders of Notes that validly tender (and do not validly withdraw) their Notes prior to 5:00 p.m., New York City time, on February 12, 2016, unless extended by Integrys in its sole discretion (such date and time, as the same may be extended, the "Early Tender Date"), will be eligible to receive the Total Consideration (as defined below) for their Notes.

The following table summarizes the material pricing terms for each $1,000 aggregate principal amount of Notes.

Title of Security and CUSIP

Aggregate Outstanding Principal Amount(1)

Withdrawal Date / Early Tender Date

Early Tender Payment(2)

Total Consideration (Accepted Bid Price Range)(2)(3)(4)

6.11% Junior Subordinated Notes due 2066

(CUSIP: 92931BAC0)

$269,840,000

5:00 p.m., New York City time, February 12, 2016

$30.00

$830.00 to $930.00

(1) Aggregate principal amount outstanding as of February 1, 2016.

(2) Per $1,000 principal amount of Notes that are accepted for purchase.

(3) Includes the Early Tender Payment.

(4) Plus accrued and unpaid interest from the last interest payment date to, but not including, the applicable Settlement Date.

The "Total Consideration" for each $1,000 principal amount of Notes validly tendered (and not validly withdrawn) pursuant to the Offer prior to the Early Tender Date and which are accepted for purchase by Integrys pursuant to the Offer will be equal to the Clearing Price (as defined below).  The Total Consideration includes an "Early Tender Payment" equal to $30.00 for each $1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Offer. The "Tender Offer Consideration" for each $1,000 principal amount of Notes validly tendered pursuant to the Offer after the Early Tender Date and prior to the Expiration Date and accepted for purchase pursuant to the Tender Offer will be equal to the Total Consideration minus the Early Tender Payment.  Tendered Notes may be validly withdrawn at any time prior to 5:00 p.m., New York City time, on February 12, 2016, unless extended by Integrys (such date and time, as the same may be extended, the "Withdrawal Date"), but not thereafter.

In addition to the Total Consideration or the Tender Offer Consideration, as applicable, holders who validly tender (and do not validly withdraw) Notes that are accepted for purchase by Integrys pursuant to the Offer will also receive a cash payment representing the accrued and unpaid interest on such Notes from the last interest payment date to, but not including, the applicable Settlement Date (as defined below) for such Notes.

The Offer is being conducted, and the Clearing Price will be determined, pursuant to a modified "Dutch Auction."  This means that holders who elect to participate in the Offer prior to the Early Tender Date must specify the minimum Total Consideration they would be willing to receive in exchange for each $1,000 principal amount of Notes they choose to tender in the Offer.  The price that holders specify for each $1,000 principal amount of Notes must be expressed in increments of $2.50, and may not be less than $830.00 and not more than $930.00 per $1,000 principal amount of such Notes.  Any bid price specified by a tendering holder with respect to Notes validly tendered after the Early Tender Date and prior to the Expiration Date shall not be used for purposes of calculating the Clearing Price, and holders who so tender at a bid price equal to or below the Clearing Price shall be deemed to have tendered with a bid price equal to the Clearing Price (regardless of the bid price set forth in the applicable Letter of Transmittal) and shall be eligible to receive only the Tender Offer Consideration (and will not be eligible to receive the Early Tender Premium) pursuant to the Tender Offer, subject to proration.  We will not accept any Notes tendered with a bid price in excess of the Clearing Price.

Integrys reserves the right, but is not obligated, to elect to accept and purchase Notes validly tendered (and not withdrawn) prior to the Early Tender Date in an amount up to the Tender Cap, provided that all conditions to the Offer have been satisfied or waived by Integrys, on any date following the Early Tender Date and prior to the Expiration Date (the "Early Settlement Date").  The "Final Settlement Date" is the date on which Notes that are validly tendered prior to the Expiration Date and not previously purchased on the Early Settlement Date, if any, are accepted and purchased, subject to the Tender Cap and proration, and subject to satisfaction or waiver of all of the conditions to the Offer.   Each of the Early Settlement Date and the Final Settlement Date is referred to as a "Settlement Date." No tenders of Notes submitted after the Expiration Date will be valid or accepted.

Integrys, if it accepts Notes for purchase in the Offer, will accept Notes validly tendered (and not validly withdrawn) prior to the Early Tender Date in order of lowest to highest bid prices specified or deemed to be specified by tendering holders, and will select the single lowest bid price (the "Clearing Price") so specified for all tenders of Notes prior to the Early Tender Date that will enable Integrys to purchase an amount of Notes up to the Tender Cap (or, if the amount of Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date is less than the Tender Cap, then all Notes so tendered and not validly withdrawn).

Integrys expressly reserves the right, but is not obligated, to increase the Tender Cap in its sole discretion without extending the Withdrawal Date or otherwise reinstating withdrawal rights of holders.

The Offer is not conditioned upon any minimum number of Notes being tendered; however, the Offer is subject to a number of other terms and conditions.

Beginning December 1, 2016, the Notes will bear interest at a floating rate of LIBOR plus 212 basis points, reset quarterly, rather than the current fixed rate of 6.11% per annum.  In addition, the Notes are subject to redemption, in whole or in part, at any time and from time to time on or after December 1, 2016 (the "Initial Par Call Date") at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date of redemption.  Integrys does not intend to exercise its right to redeem the Notes on the Initial Par Call Date.

From time to time in the future, we may acquire Notes that are not purchased in the 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 Offer and could be for cash or other consideration.  Alternatively, after the Initial Par Call Date, we may redeem any or all of the Notes not purchased pursuant to the Offer.  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 Offer are described in the Offer to Purchase dated February 1, 2016, 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) 470-4500 (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 Offer.

This announcement is not an offer to purchase or a solicitation of an offer to sell with respect to any securities.  The Offer is being made solely by the Offer to Purchase dated February 1, 2016.  The 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.

SOURCE Integrys Holding, Inc.