Integrys Holding Announces Preliminary Results of Tender Offer, Increase in Maximum Acceptance Amount and Initial Settlement of Tender Offer
MILWAUKEE, Oct. 27, 2021 /PRNewswire/ -- Integrys Holding, Inc. ("Integrys"), a wholly-owned subsidiary of WEC Energy Group, Inc. (NYSE: WEC), today announced the Early Tender Time (as defined below) results for its previously announced offer to purchase for cash (the "Tender Offer") up to $150,000,000 aggregate principal amount (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"), as amended by the press release of Integrys issued October 19, 2021 (the "Price Increase Press Release" and, together with the Offer to Purchase and the Letter of Transmittal, the "Offer Documents"), pursuant to which Integrys increased the tender offer consideration and established a new early tender time.
In order to allow the purchase of all Notes tendered and not validly withdrawn at the Early Tender Time (as defined below), Integrys has increased the Maximum Acceptance Amount to $178,556,650 aggregate principal amount (as such amount may be further increased by Integrys pursuant to the terms of the Tender Offer, the "Revised Maximum Acceptance Amount") of Notes. Except as described in this press release, all other terms of the Tender Offer as described in the Offer Documents remain unchanged.
As of 5:00 p.m., New York City time, on October 26, 2021 (the "Early Tender Time"), $178,556,650 aggregate principal amount of Notes were validly tendered and not validly withdrawn.
The following table sets forth certain terms of the Tender Offer:
Title of Security | ISIN/CUSIP Number | Aggregate Principal Amount Outstanding(1) | Principal | Principal Accepted For | Tender Offer Consideration(2)(3) | Early | Total |
6.00% Junior Subordinated Notes due 2073 | US45822P2048/ 45822P 204 | $400,000,000 | $178,556,650 | $178,556,650 | $26.25 | $1.25 | $27.50 |
(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 by Integrys, the Revised Maximum Acceptance Amount is 7,142,266 units, each representing $25.00 in principal amount of Notes. |
(2) | For each unit ($25.00 principal amount of Notes) tendered and accepted for purchase. |
(3) | No separate payment will be made for 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"). 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. |
Integrys also announced the exercise of its early settlement right for Notes validly tendered and not validly withdrawn prior to the Early Tender Time. A total of $178,556,650 aggregate principal amount of the Notes are expected to be accepted, and settlement is expected to occur on October 28, 2021 (the "Early Settlement Date"). The Notes accepted for purchase will not be subject to proration.
A portion of the Total Consideration represents Accrued Interest from and including the last interest payment date to but excluding the Early Settlement Date. For the avoidance of doubt, Holders will not receive any separate payment with respect to Accrued Interest and will receive only the Total Consideration ($27.50 per $25.00 of principal amount of Notes), for all Notes accepted for purchase on the Early Settlement Date.
The withdrawal deadline for the Tender Offer was 5:00 p.m., New York City time, on October 26, 2021, and has not been extended. The Tender Offer will now expire at 11:59 p.m., New York City time, on November 9, 2021, unless further extended by Integrys in its sole discretion (such time, as the same may be extended, the "Expiration Time"). As provided in the Offer Documents, holders of any Notes validly tendered after the Early Tender Time and prior to the Expiration Time and accepted for purchase will receive the Tender Offer Consideration of $26.25 per $25.00 principal amount of such Notes, which is equal to the Total Consideration minus the Early Tender Premium. However, unless Integrys further increases the Revised Maximum Acceptance Amount prior to the Expiration Time, no Notes tendered after the Early Tender Time shall be accepted for purchase pursuant to the Tender Offer. Integrys reserves the right, but is under no obligation, to further increase the Revised Maximum Acceptance Amount at any time, subject to compliance with 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 Documents, 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.
The complete terms and conditions of the Tender Offer are described in the Offer Documents, 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 Documents. 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
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