01—Abstract
Summary
Summary of the 8-K filed June 5, 2024. Cited figures are marked; the original filing is the authoritative source.
WEC Energy Group, Inc. issued an additional $37.5 milliona aggregate principal amount of its 4.375% Convertible Senior Notes due 2027 and an additional $37.5 million of its 4.375% Convertible Senior Notes due 2029 on June 5, 2024.
The additional notes were issued under the exercise of the remaining portion of the initial purchasers' option in a Purchase Agreement dated May 22, 2024. They were sold to the initial purchasers under Section 4(a)(2) of the Securities Act and resold to qualified institutional buyers under Rule 144A. These additional notes add to the previously issued $825 millionb of 2027 Notes and $825 million of 2029 Notes, which were described in the Company's Form 8-K filed May 28, 2024.
Upon full issuance, the 2027 Notes and 2029 Notes total $862.5 millionc each. Initially, a maximum of 10,478,599 shares of common stock may be issued upon conversion of each series, based on an initial maximum conversion rate of 12.1491 shares per $1,000 principal amount, subject to anti-dilution adjustments.
The filing states that any common stock issued upon conversion of the additional notes is expected to be issued under Section 3(a)(9) of the Securities Act. Investors should note that the filing's share counts reflect the initial maximum conversion rate and are subject to adjustment.
02—Key points
Key Highlights
- Issued an additional $37.5 million of 4.375% Convertible Senior Notes due 2027 on June 5, 2024
- Issued an additional $37.5 million of 4.375% Convertible Senior Notes due 2029 on June 5, 2024
- Additional notes were issued under the remaining portion of the initial purchasers' option in the May 22, 2024 Purchase Agreement
- Original offerings were $825 million each for the 2027 and 2029 Notes
- Initial maximum conversion rate is 12.1491 shares of common stock per $1,000 principal amount for both series
- Initially, a maximum of 10,478,599 shares of common stock may be issued upon conversion of each series, subject to anti-dilution adjustments
- Notes were sold in a private placement under Section 4(a)(2) and Rule 144A, with shares issuable on conversion not registered under the Securities Act
03—Questions
Frequently Asked Questions
What securities were issued in this filing?
WEC Energy Group issued an additional $37.5 million aggregate principal amount of 4.375% Convertible Senior Notes due 2027 and an additional $37.5 million aggregate principal amount of 4.375% Convertible Senior Notes due 2029.
Why were these additional notes issued?
The filing states the notes were issued pursuant to the exercise of the remaining portion of the option granted to the Initial Purchasers in the Purchase Agreement dated May 22, 2024. The filing does not state a use of proceeds.
How were the notes sold?
The notes were offered and sold to the Initial Purchasers in reliance on Section 4(a)(2) of the Securities Act, and resold by the Initial Purchasers to persons reasonably believed to be qualified institutional buyers under Rule 144A.
How many shares could be issued upon conversion?
Based on the initial maximum conversion rate of 12.1491 shares per $1,000 principal amount, a maximum of 10,478,599 shares of common stock may be issued upon conversion of the 2027 Notes and 10,478,599 shares upon conversion of the 2029 Notes, subject to anti-dilution adjustments.
Are the terms of the notes fully described in this filing?
No. The filing incorporates by reference the description in the Company's Form 8-K filed May 28, 2024, and the full indentures and forms of note filed as exhibits to that report.
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