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Wec Energy Group 8-K Report, Corporate Update (May 23, 2024)

Reports
Other Events·Exhibits & Filings
Filing Date
Filed May 23, 2024
Period End
May 23, 2024
Security
WEC
In the record · 2016–202610-K1110-Q338-K260

WEC filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 260 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Oct ’20Oct ’20
  2. Leadership change8-K · Oct ’22Oct ’22
  3. Material agreement8-K · Aug ’26Aug ’26

01—Abstract

Summary

Summary of the 8-K filed May 23, 2024. Cited figures are marked; the original filing is the authoritative source.

On May 23, 2024, WEC Energy Group, Inc. announced the pricing of two private offerings under Rule 144A, each of $750 milliona in aggregate principal amount: 4.375% Convertible Senior Notes due 2027 and 4.375% Convertible Senior Notes due 2029.

The initial purchasers also received options, exercisable within a 13-day period, to buy up to an additional $112.5 millionb of each series. The offering was expected to close on May 28, 2024, subject to customary closing conditions. The notes are senior, unsecured obligations of WEC Energy Group.

The initial conversion rate for both series is 10.1243 shares of common stock per $1,000c principal amount, equal to an initial conversion price of approximately $98.77 per share. That price represents a conversion premium of approximately 20.0% above the last reported sale price of the common stock on May 22, 2024. Upon conversion, WEC Energy Group will pay cash up to the principal amount and may settle the remainder in cash, shares of common stock, or a combination of both, at its election.

Holders may require repurchase at 100%d of principal plus accrued interest upon a fundamental change, subject to certain conditions. The 2027 notes cannot be redeemed before maturity.

The 2029 notes cannot be redeemed before June 1, 2027, and may then be redeemed for cash if the stock trades at least 130% of the conversion price for specified periods. The company intends to use the net proceeds for general corporate purposes, including repayment of short-term indebtedness.

02—Key points

Key Highlights

  1. Two $750 million convertible note offerings priced: 4.375% Convertible Senior Notes due 2027 and 4.375% Convertible Senior Notes due 2029, sold in a private offering to qualified institutional buyers under Rule 144A.
  2. Initial purchasers hold options to buy up to an additional $112.5 million of each series within 13 days after the notes are first issued.
  3. Initial conversion price of approximately $98.77 per share (10.1243 shares per $1,000 principal) for both series, a conversion premium of approximately 20.0% over the May 22, 2024 last reported sale price.
  4. Conversion settlement: cash up to principal, with the excess payable in cash, shares, or a combination at WEC Energy Group's election. Conversion is restricted before March 1, 2027 (2027 notes) and March 1, 2029 (2029 notes), except upon certain events.
  5. The 2027 notes are non-callable before maturity; the 2029 notes are non-callable before June 1, 2027, and thereafter redeemable for cash if the stock trades at or above 130% of the conversion price under specified conditions.
  6. Net proceeds are intended for general corporate purposes, including repayment of short-term indebtedness.
  7. Expected closing date of May 28, 2024, subject to customary closing conditions.

03—Questions

Frequently Asked Questions

  1. What securities did WEC Energy Group price?

    The company priced $750 million of 4.375% Convertible Senior Notes due June 1, 2027 and $750 million of 4.375% Convertible Senior Notes due June 1, 2029. They are senior, unsecured obligations sold in a private Rule 144A offering.

  2. At what price can the notes convert into common stock?

    Both series have an initial conversion rate of 10.1243 shares per $1,000 principal amount, equal to an initial conversion price of approximately $98.77 per share. This represents a premium of approximately 20.0% above the last reported sale price on May 22, 2024.

  3. How will the company settle conversions?

    Upon conversion, WEC Energy Group will pay cash up to the aggregate principal amount of the notes being converted. For any excess conversion obligation, it may pay or deliver cash, common stock, or a combination of both, at its election.

  4. Can the company redeem the notes early, and what happens on a fundamental change?

    The 2027 notes cannot be redeemed before maturity. The 2029 notes cannot be redeemed before June 1, 2027, and may then be redeemed for cash at 100% of principal plus accrued interest if the stock trades at least 130% of the conversion price for specified periods. If a fundamental change occurs, holders may require repurchase at 100% of principal plus accrued and unpaid interest, subject to certain conditions.

  5. How will the proceeds be used?

    WEC Energy Group intends to use the net proceeds for general corporate purposes, including the repayment of short-term indebtedness.

04—Continue

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