Integrys Holding announces increase in consideration for Tender Offer and New Early Tender Time

Published: Oct. 19, 2021 at 10:15 AM HST

MILWAUKEE, Oct. 19, 2021 /PRNewswire/ -- Integrys Holding, Inc. ("Integrys"), a wholly-owned subsidiary of WEC Energy Group, Inc. (NYSE: WEC), today announced that it has increased the tender offer consideration for its pending offer to purchase for cash (the "Tender Offer") up to $150 million aggregate principal amount (as such amount may be increased or decreased by Integrys pursuant to the terms of the Tender Offer, the "Maximum Acceptance Amount") of its 6.00% Junior Subordinated Notes due 2073 (the "Notes").

Subject to the terms and conditions set forth in the Offer to Purchase (as defined below) and the Letter of Transmittal (as defined below), and in respect of Notes that are validly tendered and not validly withdrawn at or prior to the New Early Tender Time (as defined below), the new total consideration is $27.50 per $25.00 in principal amount of Notes (the "New Total Consideration") accepted for purchase in the Tender Offer. As a result of the increase in the New Total Consideration, the terms of the Tender Offer have been amended to increase the tender offer consideration to $26.25 per $25.00 in principal amount of Notes (the "New Tender Offer Consideration") validly tendered and not validly withdrawn and accepted for purchase in the Tender Offer.

The following table sets forth the amended pricing terms of the Tender Offer:

Title of Security

ISIN/
CUSIP Number

Aggregate Principal Amount Outstanding(1)

Maximum Acceptance
Amount(1)

New
Tender Offer Consideration(2)(3)

Early Tender Premium(4)

New
Total Consideration(3)(5)

6.00% Junior Subordinated Notes due 2073

US45822P2048/ 45822P 204

$400,000,000

$150,000,000 aggregate principal amount, subject to increase or decrease in the sole discretion of Integrys

$26.25

$1.25

$27.50

  1. The Notes are held in book-entry only form through the facilities of The Depository Trust Company ("DTC").  At DTC, the Notes are denominated as 16 million units with each unit representing $25.00 in principal amount of Notes.  Tenders may be made in minimum denominations of one unit ($25.00 in principal amount of Notes) and integral multiples thereof.  Unless increased or decreased by Integrys, the Maximum Acceptance Amount is 6 million units, each representing $25.00 in principal amount of Notes.
  2. For each unit ($25.00 principal amount of Notes) tendered at or prior to the Expiration Time and accepted for purchase.
  3. No separate payment will be made for Accrued Interest (as defined below).  A portion of the New Tender Offer Consideration or the New Total Consideration (as applicable) will represent Accrued Interest.
  4. For each unit ($25.00 principal amount of Notes) tendered at or prior to the New Early Tender Time and accepted for purchase.
  5. The New Total Consideration equals the sum of the New Tender Offer Consideration and the Early Tender Premium.

In connection with the amended pricing terms in the Tender Offer, Integrys also announced a new early tender deadline for the Tender Offer.  To receive the New Total Consideration, which includes an early tender premium of $1.25 per $25.00 principal amount of the Notes accepted for purchase pursuant to the Tender Offer (the "Early Tender Premium"), Holders (as defined in the Offer to Purchase) must validly tender and not validly withdraw their Notes prior to 5:00 p.m., New York City time, on October 26, 2021, unless extended by Integrys in its sole discretion (such time and date, as the same may be extended, the "New Early Tender Time").  Integrys now expects the Early Settlement Date (as defined in the Offer to Purchase), if any, to occur on October 28, 2021.

Holders who tender their Notes may withdraw such Notes at any time prior to 5:00 p.m., New York City time, on October 26, 2021 (such time and date, as the same may be extended, the "Withdrawal Deadline"), but not thereafter except as required by law, by following the procedures described in the Offer to Purchase.

The terms and conditions of the Tender Offer are described in the offer to purchase dated October 7, 2021 (the "Offer to Purchase") and the related Letter of Transmittal dated October 7, 2021 (the "Letter of Transmittal") and remain unchanged except as amended hereby.

As provided in the Offer to Purchase, the Tender Offer will expire at 11:59 p.m., New York City time, on November 4, 2021, unless extended (such time and date, as the same may be extended, the "Expiration Time") or earlier terminated by Integrys in its sole discretion.

A portion of the New Tender Offer Consideration or the New Total Consideration (as applicable) will represent accrued interest from and including the last interest payment date to but excluding the date of payment for Notes purchased pursuant to the Tender Offer (the "Accrued Interest").  For the avoidance of doubt, Holders will not receive any separate payment with respect to Accrued Interest and will receive only the New Total Consideration or the New Tender Offer Consideration, as applicable, for all Notes accepted for purchase in the Tender Offer.  Further, for the avoidance of doubt, Holders who choose to tender will not receive the interest payment to be paid on November 1, 2021.

Notes may be subject to proration if the aggregate principal amount of the Notes validly tendered and not validly withdrawn as of the New Early Tender Time or the Expiration Time, as applicable, is greater than the Maximum Acceptance Amount.  Furthermore, Notes tendered at or prior to the New Early Tender Time will be accepted for purchase in priority to Notes tendered after the New Early Tender Time, and to the extent Notes are tendered at or prior to the New Early Tender Time and accepted for purchase pursuant to the Tender Offer, the portion of the Maximum Acceptance Amount available for the purchase of Notes tendered after the New Early Tender Time will be reduced or may be eliminated completely.

Integrys expressly reserves the right, but is not obligated, to increase or decrease the Maximum Acceptance Amount in its sole discretion without extending the Withdrawal Deadline or otherwise reinstating withdrawal rights of Holders, subject to applicable law.

The obligation of Integrys to accept for purchase, and to pay for, Notes that are validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned on the satisfaction or waiver by Integrys of a number of conditions as described in the Offer to Purchase.  Subject to applicable law and the terms and conditions of the Offer to Purchase and the Letter of Transmittal, Integrys may terminate the Tender Offer, waive any or all of the conditions of the Tender Offer prior to the Expiration Time, extend the Expiration Time or amend the terms of the Tender Offer.

Copies of the Offer to Purchase and the Letter of Transmittal may be obtained from Global Bondholder Services Corporation, the depositary and information agent for the Offer, by calling (212) 430-3774 (collect) or (866) 470-3900 (toll free).

Integrys has retained Barclays Capital Inc. as the dealer manager for the Offer.  Questions regarding the terms of the Offer may be directed to the Liability Management Group of Barclays Capital Inc. by calling (212) 528-7581 (collect) or (800) 438-3242 (toll free).

None of Integrys, its board of directors (or any committee thereof), the dealer manager, the depositary, the information agent, the trustee for the Notes or their respective affiliates is making any recommendation as to whether or not holders of the Notes should tender all or any portion of their Notes in the Tender Offer.  Holders must make their own decision as to whether to tender Notes and, if so, the principal amount of the Notes to tender.

This announcement is not an offer to purchase or a solicitation of an offer to sell with respect to any securities.  The Tender Offer is being made solely by the Offer to Purchase and the Letter of Transmittal.  The Tender Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.  In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer and the Dealer Manager or any of the Dealer Manager's affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offer shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on behalf of the Company in such jurisdiction.

Integrys is a wholly-owned subsidiary of WEC Energy Group, Inc. (NYSE:WEC).  WEC Energy Group, based in Milwaukee, is one of the nation's premier energy companies, serving 4.6 million customers in Wisconsin, Illinois, Michigan, and Minnesota. 

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SOURCE WEC Energy Group

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