Integrys Holding announces an increase in the price of the public tender offer and a new early tender deadline

Posted: October 19, 2021 at 3:15 p.m. CDT|Update: 2 hours ago

MILWAUKEE, October 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 price of the offering takeover bid for its current cash tender offer (the “Takeover Offer”) until $ 150 million overall principal amount (such as this amount may be increased or decreased by Integrys in accordance with the terms of the Tender Offer, the “Maximum Acceptance Amount”) of its 6.00% Junior Subordinated Bonds maturing in 2073 (the “ Obligations “).

Subject to the terms and conditions set forth in the Offer to Purchase (as defined below) and Letter of Transmittal (as defined below), and with respect to Notes which are validly deposited and not validly withdrawn at the latest at the new early deposit Time (as defined below), the new total consideration is $ 27.50 through $ 25.00 in principal of the Bonds (the “New Total Consideration”) accepted for purchase in the Tender Offer. Due to the increase in the new total consideration, the terms of the tender offer have been amended to increase the consideration of the tender offer to $ 26.25 through $ 25.00 in principal of the Securities (the “Consideration of the New Public Offer”) validly tendered and not validly withdrawn and accepted for purchase in the Public Offer.

The following table shows the modified price conditions of the Tender Offer:

Security title

IS IN/
CUSIP number

Total amount of unpaid capital(1)

Maximum acceptance
Rising(1)

New
Review of offer to purchase(2) (3)

Early submission premium(4)

New
Total consideration(3) (5)

6.00% Junior Subordinated Bonds maturing in 2073

US45822P2048 / 45822P 204

$ 400,000,000

$ 150,000,000 in total principal, subject to increase or decrease at Integrams sole discretion

$ 26.25

$ 1.25

$ 27.50

  1. The Notes are held in book-entry only form through The Depository Trust Company (“DTC”). At DTC, banknotes are denominated in 16 million units, each unit representing $ 25.00 mainly Notes. Bids can be made in minimum denominations of one unit ($ 25.00 principal of Titles) and their integer multiples. Unless increased or decreased by Integrys, the Maximum Acceptance Amount is 6 million units, each representing $ 25.00 in principal of the Securities.
  2. For each unit ($ 25.00 principal of tickets) deposited on or before 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 consideration for the tender offer or the new total consideration (if any) will represent accrued interest.
  4. For each unit ($ 25.00 principal of the Notes) deposited on or before the new Early Deposit Time and accepted for purchase.
  5. The New Total Consideration is equal to the sum of the New Consideration for the Public Offer and the Early Offer Premium.

As part of the modified pricing conditions in the Tender Offer, Integrys also announced a new early submission deadline for the Tender Offer. To receive the new total consideration, which includes an early submission bonus of $ 1.25 through $ 25.00 principal amount of the Notes accepted for purchase under the Buyback Offer (the “Early Deposit Premium”), the Holders (as defined in the Purchase Offer) must validly bring and not validly withdraw their Front titles 5:00 p.m., New York City It’s time October 26, 2021, except extension by Integrys in its sole discretion (the time and date, to the extent that they may be extended, the “new early submission time”). Integrys now expects the early settlement date (as defined in the offer to purchase), if any, to occur on 28 October 2021.

Holders who deposit their Notes may withdraw such Notes at any time before 5:00 p.m., New York City It’s time October 26, 2021 (the time and date, which may be extended, the “Withdrawal Deadline”), but not thereafter, unless 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 Tender Offer dated October 7, 2021 (the “Offer to Purchase”) and related Letter of Transmittal dated October 7, 2021 (the “Letter of Transmittal”) and remain unchanged, except as amended herein.

As provided for in the Tender Offer, the Tender Offer will expire at 11:59 p.m., New York City It’s time November 4, 2021, unless extended (time and date, which may be extended, the “Expiration Period”) or earlier terminated by Integrys in its sole discretion.

Part of the New Public Offer Consideration or of the New Full Consideration (if applicable) will represent accrued interest from and including the last date of interest payment up to but excluding the date of payment for Bonds purchased under the Public Offer (the “Accrued Interest”). For the avoidance of doubt, the Noteholders will not receive any separate payment for accrued Interest and will only receive the New Total Consideration or the New Public Offer Consideration, as the case may be, for all Notes accepted for purchase. in the Public Offer. In addition, for the avoidance of doubt, Holders who choose to bid will not receive the payment of interest payable on November, 1st, 2021.

The Notes may be prorated if the total principal amount of the Notes validly deposited and not validly withdrawn at the New Early Deposit Time or at the Expiration Time, as the case may be, is greater than the Maximum Amount. of Acceptance. In addition, Notes deposited at or before the New Early Deposit Time will be accepted for purchase in priority over the Notes deposited after the New Early Deposit Time, and to the extent that the Notes are deposited no later than the New Early Deposit Time. Early and accepted for purchase pursuant to the tender offer, the portion of the Maximum Acceptance Amount available for the purchase of Notes deposited after the New Early Deposit Time will be reduced or may be eliminated altogether.

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 Holders’ withdrawal rights, subject to applicable law.

The obligation of Integrams to accept for the purchase and to pay for the Notes which are validly deposited and not validly withdrawn in accordance with the Public Offer is conditional on the satisfaction or waiver by Integrys of a number of conditions such as: as described in the Offer to Purchase. Subject to applicable laws and the terms of the tender offer and letter of transmittal, Integrys may terminate the tender offer, waive all or part of the terms of the tender offer before the expiration time, extend the expiration time or modify the terms of the Tender Offer.

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

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

None of Integrams, its board of directors (or any committee thereof), the Dealer Manager, the Custodian, the Information Agent, the Note Trustee or their respective affiliates makes any recommendation as to whether or not holders of the Notes should deposit all or part of their Notes in the Public Offer. Holders must make their own decision as to whether to deposit the Notes and, if so, the principal amount of the Notes to be deposited.

This announcement is not an offer to buy or the solicitation of an offer to sell any securities. The takeover bid is made only by the offer to purchase and the letter of transmittal. The Tender Offer is not made to holders of Notes in a jurisdiction in which the completion or acceptance thereof would not comply with securities laws, blue sky or other laws. of that jurisdiction. In jurisdictions where securities laws, blue sky or other laws require that the take-over bid be made by a licensed broker or dealer and that the broker manager or one of the affiliates of the Dealer Manager is such licensed broker or dealer in such jurisdiction, the Offer The Offer will be deemed to have been made by the 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 country’s leading 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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