01—Abstract
Summary
Summary of the 8-K filed June 10, 2025. Cited figures are marked; the original filing is the authoritative source.
On June 10, 2025, WEC Energy Group, Inc. issued $900,000,000a aggregate principal amount of 3.375% Convertible Senior Notes due 2028 under an Indenture with The Bank of New York Mellon Trust Company, N.A., as trustee.
The total includes $125,000,000b of additional notes issued when the Initial Purchasers fully exercised their option. The notes were sold under a Purchase Agreement dated June 5, 2025 and offered privately to qualified institutional buyers under Rule 144A. Interest is payable semiannually on June 1 and December 1, beginning December 1, 2025, and the notes mature June 1, 2028.
The company may not redeem the notes before maturity, and they are senior unsecured obligations that are structurally junior to all liabilities of the company's subsidiaries. The notes carry an initial conversion rate of 7.7901 shares of common stock per $1,000c principal amount, equivalent to an initial conversion price of approximately $128.37 per share. Conversion settlement may be made in cash up to the principal amount, with the remainder paid in cash, shares, or a combination at the company's election.
Holders may convert before maturity only under specified conditions, including a stock price test of 130%d of the conversion price during certain quarters, a trading price test, specified corporate events, and freely from March 1, 2028 until the second scheduled trading day before maturity. Upon a Fundamental Change, holders may require repurchase at 100% of principal plus accrued interest.
The filing also reports that a maximum of 8,588,520 shares of common stock may be issued upon conversion based on an initial maximum conversion rate of 9.5428 shares per $1,000 principal amount, subject to anti-dilution adjustments. The shares are being issued under exemptions from registration, and the company expects conversion shares to be issued under Section 3(a)(9) of the Securities Act.
02—Key points
Key Highlights
- WEC Energy Group issued $900 million of 3.375% Convertible Senior Notes due June 1, 2028, including $125 million from the full exercise of the initial purchasers' option.
- Interest is payable semiannually on June 1 and December 1, beginning December 1, 2025; the notes cannot be redeemed by the company before maturity and have no sinking fund.
- The initial conversion rate is 7.7901 shares per $1,000 principal, an initial conversion price of approximately $128.37 per share.
- Conversion settlement allows the company to pay cash up to the principal amount, with the excess settled in cash, shares, or a combination at its election.
- Holders may convert early under stock price, trading price, and specified corporate event conditions, and freely from March 1, 2028 until shortly before maturity.
- Upon a Fundamental Change, holders may require repurchase at 100% of principal plus accrued and unpaid interest.
- Up to 8,588,520 shares of common stock may be issued on conversion at the initial maximum conversion rate of 9.5428 shares per $1,000 principal, subject to anti-dilution adjustments.
03—Questions
Frequently Asked Questions
What did WEC Energy Group issue and how much was raised?
The company issued $900,000,000 aggregate principal amount of 3.375% Convertible Senior Notes due 2028 on June 10, 2025. This amount includes $125,000,000 of notes issued when the initial purchasers exercised their option in full.
What is the ranking of the notes in the company's capital structure?
The notes are senior unsecured obligations that rank equally with the company's unsecured, non-subordinated debt and senior to any subordinated debt. They are effectively junior to future secured debt to the extent of the collateral value and structurally junior to all liabilities of existing and future subsidiaries.
When can holders convert the notes into common stock?
Holders may convert before maturity only under specified conditions, including a stock price test of at least 130% of the conversion price for 20 of 30 trading days in the prior quarter, a trading price test, and specified corporate events. Starting March 1, 2028, holders may convert at any time until the second scheduled trading day before maturity.
How could the company settle conversions and what dilution is possible?
The company will pay cash up to the principal amount of converted notes and may pay the remaining conversion obligation in cash, shares, or a combination at its election. The filing states a maximum of 8,588,520 shares may be issued at the initial maximum conversion rate of 9.5428 shares per $1,000 principal, subject to anti-dilution adjustments.
What protections do holders have if a Fundamental Change occurs?
Upon a Fundamental Change, holders may require the company to repurchase all or part of their notes for cash at 100% of the principal amount plus accrued and unpaid interest to the repurchase date. The company may also increase the conversion rate for holders who convert in connection with certain corporate events.
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