Integrys Holding Announces Preliminary Results of the Takeover Offer, Increase in Maximum Acceptance Amount and Initial Settlement of the Takeover Offer

MILWAUKEE, October 27, 2021 / PRNewswire / – Integrys Holding, Inc. (“Integrys”), a wholly owned subsidiary of WEC Energy Group, Inc. (NYSE: WEC), today announced the results of the Early Tender Time (as defined below) for its cash offer to purchase (the “Takeover Offer”) up to $ 150,000,000 aggregate principal (the “Maximum Acceptance Amount”) of its less than 6.00% ranking subordinated notes due 2073 (the “Notes”). The Tender Offer is made under the terms and subject to the conditions set out 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”), as amended by Integrams’ press release issued October 19, 2021 (the “Price Increase Press Release” and, together with the Offer to Purchase and Letter of Transmittal, the “Offer Documents”), pursuant to which Integrys increased the price of the takeover bid and established a new early tender deadline.

In order to allow the purchase of all Notes tendered and not validly withdrawn at the Early Offer Time (as defined below), Integrys has increased the Maximum Acceptance Amount to $ 178,556,650 aggregate principal amount (such that this amount may be further increased by Integrys in accordance with the terms of the Tender Offer, the “Revised Maximum Amount of Acceptance”) of the Notes. Except as described in this press release, all other terms of the Public Offer as described in the Offer Documents remain unchanged.

From 5:00 p.m., New York City It’s time October 26, 2021 (the “Advance Tender Deadline”), $ 178,556,650 The total principal amount of the Notes have been validly offered and not validly withdrawn.

The following table presents certain terms of the public tender offer:

The title of

Security

ISIN / CUSIP

Number

Aggregate

Main

Rising

Exceptional(1)

Main
Rising
Submitted(1)

Main
Rising

Accepted

For
To buy(1)

Take-over bid

Consideration(2) (3)

Early
Tender
Premium(4)

Total
Consideration(3) (5)

6.00% Junior Subordinated Bonds maturing in 2073

US45822P2048 / 45822P 204

$ 400,000,000

$ 178,556,650

$ 178,556,650

$ 26.25

$ 1.25

$ 27.50



(1)

The Notes are held in book-entry only form through The Depository Trust Company (“DTC”). At DTC, the Notes are denominated in 16 million Units, with each Unit representing $ 25.00 principal amount of Notes. Deposits may be made in minimum denominations of one Unit ($ 25 principal amount of the Notes) and in whole multiples thereof. Unless increased by Integrys, the revised Maximum Acceptance Amount is 7,142,266 Units, each representing $ 25.00 in the principal amount of the Notes.

(2)

For each unit (principal amount of $ 25.00 of tickets) deposited and accepted for purchase.

(3)

No separate payment will be made for interest accrued from and including the last date of interest payment up to but excluding the date of payment for Bonds purchased pursuant to the Tender Offer (“Accrued Interest”). A portion of the consideration for the tender offer or the total consideration (as the case may be) will represent accrued interest.

(4)

For each Unit (principal amount of $ 25.00 of the Notes) deposited on or before the Early Deposit Time and accepted for purchase.

(5)

The Total Consideration is equal to the sum of the Consideration for the Public Offer and the Early Offer Premium.

Integrys has also announced the exercise of its early settlement right for Notes validly deposited and not validly withdrawn before the Early Deposit Time. A total of $ 178,556,650 the total principal amount of the banknotes should be accepted and settlement should take place on 28 October 2021 (the “Early Settlement Date”). Tickets accepted for purchase will not be prorated.

A portion of the Total Consideration represents the Interest Accrued from and including the last interest payment date up to but excluding the Early Settlement Date. For the avoidance of doubt, holders will not receive any separate payment for accrued interest and will only receive the full consideration ($ 27.50 through $ 25.00 of the principal amount of the Notes), for all the Notes accepted for purchase on the Early Settlement Date.

The withdrawal period for the Tender Offer was 5:00 p.m., New York City It’s time October 26, 2021, and was not extended. The tender offer will now expire at 11:59 p.m., New York City It’s time November 9, 2021, unless it is extended by Integrys in its sole discretion (this period, which may be extended, the “Expiration Period”). As provided for in the Offer Documents, holders of Notes validly deposited after the Early Offer Time and before the Expiry Time and accepted for purchase will receive the Public Offer Consideration of $ 26.25 through $ 25.00 principal amount of these Notes, which is equal to the Total Consideration less the Early Deposit Premium. However, unless Integrams further increases the Revised Maximum Acceptance Amount prior to the Expiration Time, no Securities deposited after the Early Admission Time will be accepted for purchase pursuant to the Tender Offer. . Integrys reserves the right, but has no obligation, to further increase the Revised Maximum Acceptance Amount at any time, subject to compliance with applicable law.

The obligation of Integrams to accept for 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 as described. in the Offer to Purchase. Subject to applicable law and the terms and conditions of the offer documents, 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 change the terms of the tender offer.

The full terms and conditions of the tender offer are set out in the offer documents, copies of which can be obtained from Global Bondholder Services Corporation, the depositary and information agent for the offer, by calling the (212) 430-3774 (collect) or (866) 470-3900 (free call).

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 Tender Offer is made only by the Tender Documents. The take-over bid is not made to Noteholders in any jurisdiction in which making or accepting it would not comply with securities, 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.

SOURCE WEC Energy group

Related links

http://www.wecenergygroup.com


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