8-KSecurities & ListingExhibits & Filings

DTE ENERGY CO 8-K Report, Unregistered Securities Sale (Apr 1, 2010)

Filed April 1, 2010For Securities:DTEDTKDTBDTGDTW

Summary

DTE Energy Company (DTE) filed an 8-K on April 1, 2010, reporting the unregistered sale of equity securities, specifically a contribution of common stock to its employee retirement plans. Between March 26 and March 31, 2010, DTE contributed approximately 2.22 million shares of its common stock to the DTE Energy Company Affiliates Employee Benefit Plans Master Trust. These shares were valued at $97.5 million and were intended to offset future funding obligations of its subsidiary, The Detroit Edison Company. This transaction was conducted as a private placement, relying on an exemption from SEC registration. Following the contribution, DTE entered into a Registration Rights Agreement with Evercore Trust Company, N.A., the investment manager of the trust. This agreement obligates DTE to file a shelf registration statement on Form S-3 for the resale of these shares by the trust, ensuring they can be sold into the public market. The agreement outlines conditions under which this registration obligation will cease.

Key Highlights

  • 1DTE Energy contributed 2,223,822 shares of its common stock to its employee retirement trust.
  • 2The stock contribution, valued at $97.5 million, occurred between March 26 and March 31, 2010.
  • 3This contribution served to satisfy a credit against future funding obligations for The Detroit Edison Company.
  • 4The shares were issued in a private placement, exempt from SEC registration requirements under Section 4(2) of the Securities Act of 1933.
  • 5A Registration Rights Agreement was executed with Evercore Trust Company, N.A., to facilitate the resale of these shares.
  • 6DTE is required to file a shelf registration statement (Form S-3) to allow the trust to sell the contributed shares.
  • 7The registration rights are subject to certain conditions, including the sale of all shares or the applicability of Rule 144.

Frequently Asked Questions

DTE Energy contributed its common stock to the DTE Energy Company Affiliates Employee Benefit Plans Master Trust to satisfy a credit against future funding obligations of its subsidiary, The Detroit Edison Company. This is a common practice for companies to manage pension liabilities.

No, the shares were contributed in a private placement transaction and were exempt from SEC registration requirements under Section 4(2) of the Securities Act of 1933. However, DTE has agreed to file a shelf registration statement to allow the trust to sell these shares in the public market.

The aggregate value of the 2,223,822 shares of common stock contributed was $97.5 million.

The Registration Rights Agreement ensures that the shares contributed to the trust can be legally resold into the public market. DTE is obligated to file a registration statement, making it easier for the trust to liquidate these holdings if necessary, and providing liquidity for the trust.