01—Abstract
Summary
Summary of the 8-K filed June 5, 2025. Cited figures are marked; the original filing is the authoritative source.
WEC Energy Group, Inc. announced on June 5, 2025 that it intends to offer, subject to market and other conditions, $700,000,000a aggregate principal amount of convertible senior notes due 2028 in a private offering to qualified institutional buyers under Rule 144A.
The company expects to grant the initial purchasers an option to buy up to an additional $105,000,000b of the notes, exercisable within a 13-day period beginning on and including the date the notes are first issued. The notes will be senior, unsecured obligations of WEC Energy Group and will mature on June 1, 2028, unless earlier converted or repurchased. Interest is payable semiannually.
Final terms, including the initial conversion price and interest rate, will be set at pricing. Before March 1, 2028, holders may convert only upon certain specified events and during certain periods; from March 1, 2028 until the second scheduled trading day before maturity, conversion is permitted at any time. Upon conversion, the company will pay cash up to the principal amount being converted and may settle the remaining conversion obligation in cash, common stock, or a combination, at its election.
WEC intends to use the net proceeds for general corporate purposes, including repayment of short-term indebtedness. The offering is not guaranteed to close on the anticipated terms or at all, and the securities have not been registered under the Securities Act.
02—Key points
Key Highlights
- Proposed private offering of $700,000,000 aggregate principal amount of convertible senior notes due 2028 under Rule 144A
- Initial purchasers may buy up to an additional $105,000,000 of notes within 13 days of the initial issuance date
- Notes will be senior, unsecured obligations and mature on June 1, 2028, unless earlier converted or repurchased
- Interest paid semiannually; initial conversion price and interest rate to be determined at pricing
- Conversion is limited before March 1, 2028, and free from March 1, 2028 until the second trading day before maturity
- Upon conversion, WEC pays cash up to the principal amount and may settle the excess in cash, shares, or a combination at its election
- Net proceeds earmarked for general corporate purposes, including repayment of short-term indebtedness
03—Questions
Frequently Asked Questions
How large is the proposed convertible note offering?
The base offering is $700,000,000 aggregate principal amount, with an expected option for initial purchasers to buy up to an additional $105,000,000.
When do the convertible notes mature?
The notes mature on June 1, 2028, unless they are earlier converted or repurchased under their terms.
How can holders convert the notes?
Before March 1, 2028, holders may convert only upon certain events and during certain periods. From March 1, 2028 until the close of business on the second scheduled trading day before maturity, holders may convert at any time.
How will WEC settle conversions?
WEC will pay cash up to the aggregate principal amount being converted and will pay or deliver cash, common stock, or a combination for any conversion obligation above principal, at its election.
What will the company do with the proceeds?
The company intends to use the net proceeds for general corporate purposes, including repaying short-term indebtedness. The offering is subject to market conditions and may not be completed on the anticipated terms or at all.
04—Continue