WEC Energy Group Files 8-K on Financial Obligations
Ticker: WEC · Form: 8-K · Filed: May 28, 2024 · CIK: 783325
Sentiment: neutral
Topics: financial-obligation, equity-securities, disclosure
Related Tickers: WEC
TL;DR
WEC Energy Group filed an 8-K on 5/28/24 about new financial obligations.
AI Summary
On May 28, 2024, WEC Energy Group, Inc. filed an 8-K report detailing a direct financial obligation. The filing also addresses unregistered sales of equity securities and includes financial statements and exhibits. The company, incorporated in Wisconsin, is headquartered at 231 West Michigan Street, Milwaukee, WI 53201.
Why It Matters
This filing informs investors about new financial commitments or obligations undertaken by WEC Energy Group, which could impact its financial health and future investment decisions.
Risk Assessment
Risk Level: low — The filing is a routine disclosure of financial obligations and does not indicate any immediate or significant negative events.
Key Players & Entities
- WEC Energy Group, Inc. (company) — Registrant
- May 28, 2024 (date) — Date of earliest event reported
- 231 West Michigan Street, Milwaukee, WI 53201 (address) — Company Headquarters
- Wisconsin (location) — State of Incorporation
FAQ
What specific direct financial obligation is WEC Energy Group reporting?
The filing indicates a direct financial obligation but does not specify the exact nature or amount within the provided text.
What is the purpose of reporting unregistered sales of equity securities?
Reporting unregistered sales of equity securities is required to inform the SEC and the public about issuances that do not go through a public offering.
When was WEC Energy Group, Inc. incorporated?
WEC Energy Group, Inc. was incorporated in Wisconsin.
What is the company's IRS Employer File Number?
The company's IRS Employer File Number is 39-1391525.
What is the SIC code for WEC Energy Group, Inc.?
The Standard Industrial Classification (SIC) code for WEC Energy Group, Inc. is 4931 (ELECTRIC & OTHER SERVICES COMBINED).
Filing Stats: 2,827 words · 11 min read · ~9 pages · Grade level 15.1 · Accepted 2024-05-28 16:53:23
Key Financial Figures
- $825,000,000 — Group, Inc. (the "Company") issued (i) $825,000,000 aggregate principal amount of its 4.375
- $75,000,000 — cipal amount 2029 Notes issued included $75,000,000 aggregate principal amount of 2027 Note
- $112,500,000 — were first issued, up to an additional $112,500,000 aggregate principal amount of the 2027
- $37,500,000 — rchasers may purchase up to a remaining $37,500,000 aggregate principal amount of the 2027
- $0.01 — f the Company's common stock, par value $0.01 per share (the "Common Stock"), for at
- $1,000 — Period") in which the trading price per $1,000 principal amount of 2027 Notes, as dete
- $98.77 — itial conversion price of approximately $98.77 per share of Common Stock). The convers
- $100 million — of the outstanding 2029 Notes, at least $100 million aggregate principal amount of 2029 Note
Filing Documents
- tm2415129d3_8k.htm (8-K) — 50KB
- tm2415129d3_ex4-1.htm (EX-4.1) — 667KB
- tm2415129d3_ex4-3.htm (EX-4.3) — 725KB
- tm2415129d3_ex4-1img002.jpg (GRAPHIC) — 7KB
- tm2415129d3_ex4-1img001.jpg (GRAPHIC) — 9KB
- tm2415129d3_ex4-1img003.jpg (GRAPHIC) — 9KB
- tm2415129d3_ex4-1img004.jpg (GRAPHIC) — 10KB
- tm2415129d3_ex4-1img005.jpg (GRAPHIC) — 7KB
- tm2415129d3_ex4-1img006.jpg (GRAPHIC) — 10KB
- tm2415129d3_ex4-3img001.jpg (GRAPHIC) — 6KB
- tm2415129d3_ex4-3img002.jpg (GRAPHIC) — 3KB
- tm2415129d3_ex4-3img003.jpg (GRAPHIC) — 9KB
- tm2415129d3_ex4-3img004.jpg (GRAPHIC) — 10KB
- tm2415129d3_ex4-3img005.jpg (GRAPHIC) — 7KB
- tm2415129d3_ex4-3img006.jpg (GRAPHIC) — 4KB
- 0001104659-24-065638.txt ( ) — 2016KB
- wec-20240528.xsd (EX-101.SCH) — 3KB
- wec-20240528_lab.xml (EX-101.LAB) — 33KB
- wec-20240528_pre.xml (EX-101.PRE) — 22KB
- tm2415129d3_8k_htm.xml (XML) — 4KB
03
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT On May 28, 2024, WEC Energy Group, Inc. (the "Company") issued (i) $825,000,000 aggregate principal amount of its 4.375% Convertible Senior Notes due 2027 (the "2027 Notes") pursuant to an Indenture (the "2027 Note Indenture"), dated as of May 28, 2024, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), and (ii) $825,000,000 aggregate principal amount of its 4.375% Convertible Senior Notes due 2029 (the "2029 Notes" and, together with the 2027 Notes, the "Notes") pursuant to an Indenture (the "2029 Note Indenture"), dated as of May 28, 2024, between the Company and the Trustee. The Notes were sold under a Purchase Agreement (the "Purchase Agreement") dated May 22, 2024 among the Company and the initial purchasers (the "Initial Purchasers") party thereto. The $825,000,000 aggregate principal amount 2027 Notes and $825,000,000 aggregate principal amount 2029 Notes issued included $75,000,000 aggregate principal amount of 2027 Notes and $75,000,000 aggregate principal amount of 2029 Notes issued upon the partial exercise by the Initial Purchasers of their over-allotment option. Pursuant to the option granted by the Company to the Initial Purchasers to purchase, within a 13-day period beginning on, and including, the date the Notes were first issued, up to an additional $112,500,000 aggregate principal amount of the 2027 Notes and up to an additional $112,500,000 aggregate principal amount of the 2029 Notes, the Initial Purchasers may purchase up to a remaining $37,500,000 aggregate principal amount of the 2027 Notes and up to a remaining $37,500,000 aggregate principal amount of the 2029 Notes. 2027 Notes The 2027 Notes will bear interest at a rate of 4.375% per year, payable semiannually in arrears on June 1 and December 1 of each year, beginning on December 1, 2024. The 2027 Notes will mat
02
Item 3.02. Unregistered Sales of Equity Securities. The information set forth under Item 2.03 is incorporated into this Item 3.02 by reference. The Company offered and sold the Notes to the Initial Purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and for resale by the Initial Purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the Initial Purchasers in the Purchase Agreement. The shares of Common Stock issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company expects any shares of Common Stock issued upon conversion of the Notes to be issued pursuant to the exemption provided by Section 3(a)(9) of the Securities Act. Initially, a maximum of 10,478,599 shares of Common Stock and 10,478,599 shares of Common Stock may be issued upon conversion of the 2027 Notes and the 2029 Notes, respectively, based on the initial maximum conversion rate of 12.1491 shares of Common Stock per $1,000 principal amount of 2027 Notes and 12.1491 shares of Common Stock per $1,000 principal amount of 2029 Notes, in each case subject to anti-dilution adjustments. Item 9.01. Financial (d) Exhibits. 4.1 Indenture dated as of May 28, 2024, between the Company and the Trustee, providing for the issuance of the 2027 Notes. 4.2 Form of 2027 Note (included in Exhibit 4.1 above). 4.3 Indenture dated as of May 28, 2024, between the Company and the Trustee, providing for the issuance of the 2029 Notes. 4.4 Form of 2029 Note (included in Exhibit 4.3 above). 104 Co
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 28, 2024 WEC ENERGY GROUP, INC. (Registrant) /s/ WILLIAM J. GUC William J. Guc, Vice President and Controller