The information in this preliminary prospectus supplement
is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these
securities, and we are not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.
Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-260807
SUBJECT TO COMPLETION, DATED
JANUARY 9, 2023
PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus dated November 5, 2021)
$
% Senior Notes due
, 20
% Senior Notes due
, 20
WEC
Energy Group, Inc. is offering $ aggregate principal amount of its % senior notes due , 20 (the “20 Notes”) and $ aggregate
principal amount of its % senior notes due , 20 (the “20 Notes” and, together with the 20 Notes, the “Notes”).
We will pay interest on the Notes semi-annually in arrears on and of each year, beginning on , 2023. The Notes will be issued only
in denominations of $1,000 and integral multiples of $1,000.
We
may, at our option, redeem some or all of the Notes at any time prior to maturity at the applicable redemption prices discussed under
the caption “Certain Terms of the Notes — Redemption at Our Option.”
The
Notes will be unsecured and will rank equally with all of our other unsecured and unsubordinated debt and other obligations from time
to time outstanding.
Investing in the
Notes involves certain risks. See “Risk Factors” on page S-5 of this prospectus supplement.
We do not intend to
apply for listing of the Notes on any securities exchange or automated quotation system.
Neither
the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
| | |
Public
Offering Price(1) | | |
Underwriting
Discount | | |
Proceeds
to WEC Energy Group, Inc. (before expenses) | |
Per 20 Note | | |
| | % | |
| | % | |
| | % |
Total | | |
$ | | | |
$ | | | |
$ | | |
Per 20 Note | | |
| | % | |
| | % | |
| | % |
Total | | |
$ | | | |
$ | | | |
$ | | |
(1) Plus accrued interest from January , 2023, if settlement
occurs after that date.
The underwriters expect
to deliver the Notes in book-entry form only through The Depository Trust Company on or about January , 2023.
Joint
Book-Running Managers
Barclays |
J.P. Morgan |
Morgan Stanley |
Wells Fargo Securities
|
Co-Managers
|
Goldman Sachs & Co. LLC |
Ramirez & Co., Inc. |
|
January , 2023
You should rely only
on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any written communication
from us or the underwriters specifying the final terms of the offering. We have not, and the underwriters have not, authorized anyone
to provide you with different information. Neither we nor the underwriters are making an offer of these securities in any jurisdiction
where the offer is not permitted. You should assume that the information contained in this prospectus supplement, the accompanying prospectus
or the documents incorporated by reference is accurate only as of their respective dates. Our business, financial condition, results of
operations and prospects may have changed since those dates.
TABLE
OF CONTENTS
Prospectus Supplement
Prospectus
SUMMARY
In this prospectus
supplement, unless the context requires otherwise, “WEC Energy Group,” “we,” “us” and “our”
refer to WEC Energy Group, Inc., a Wisconsin corporation, and not to the underwriters.
The information below
is only a summary of more detailed information included elsewhere or incorporated by reference in this prospectus supplement and the accompanying
prospectus. This summary may not contain all of the information that is important to you or that you should consider before buying securities
in this offering. Please read this entire prospectus supplement and the accompanying prospectus, as well as the information incorporated
herein and therein by reference, carefully.
WEC Energy Group, Inc.
WEC Energy Group, Inc.
was incorporated in the State of Wisconsin in 1981 and became a diversified holding company in 1986. On June 29, 2015, we acquired 100%
of the outstanding common shares of Integrys Energy Group, Inc. and changed our name to WEC Energy Group, Inc.
Our wholly owned subsidiaries
are primarily engaged in the business of providing regulated electricity service in Wisconsin and Michigan and regulated natural gas service
in Wisconsin, Illinois, Michigan and Minnesota. We also have an approximately 60% equity interest in American Transmission Company LLC
(“ATC”), a regulated electric transmission company. Through our subsidiaries, we also own majority interests in a number of
wind generating facilities as part of our non-utility energy infrastructure business. At September 30, 2022, we conducted our operations
in the six reportable segments discussed below.
Wisconsin Segment:
The Wisconsin segment includes the electric and natural gas operations of Wisconsin Electric Power Company (“WE”),
Wisconsin Gas LLC (“WG”), Wisconsin Public Service Corporation (“WPS”), and Upper Michigan Energy Resources Corporation
(“UMERC”). At September 30, 2022, these companies served approximately 1.6 million electric customers and 1.5 million natural
gas customers.
Illinois Segment:
The Illinois segment includes the natural gas operations of The Peoples Gas Light and Coke Company (“PGL”) and North
Shore Gas Company, which provide natural gas service to customers located in Chicago and the northern suburbs of Chicago, respectively.
At September 30, 2022, these companies served approximately 1.0 million natural gas customers. PGL also owns and operates a 38.8 billion
cubic feet natural gas storage field in central Illinois.
Other States Segment:
The other states segment includes the natural gas operations of Minnesota Energy Resources Corporation, which serves customers
in various cities and communities throughout Minnesota, and Michigan Gas Utilities Corporation, which serves customers in southern and
western Michigan. These companies served approximately 0.4 million natural gas customers at September 30, 2022.
Electric Transmission
Segment: The electric transmission segment includes our approximately 60% ownership interest in ATC, which owns, maintains, monitors,
and operates electric transmission systems primarily in Wisconsin, Michigan, Illinois, and Minnesota, and our approximately 75% ownership
interest in ATC Holdco, LLC, a separate entity formed to invest in transmission-related projects outside of ATC’s traditional footprint.
Non-Utility Energy
Infrastructure Segment: The non-utility energy infrastructure segment includes the operations of W.E. Power, LLC, which owns and
leases electric power generating facilities to WE; Bluewater Natural Gas Holding, LLC, which owns underground natural gas storage facilities
in southeastern Michigan; and WEC Infrastructure LLC (“WECI”). WECI has acquired or agreed to acquire majority interests in
eight wind parks and one solar project, capable of providing more than 1,800 megawatts of renewable energy. Together, these projects represent
approximately $2.7 billion of committed investments and have long-term agreements with unaffiliated third parties. WECI’s investment
in all of these projects either qualifies, or is expected to qualify, for production tax credits.
Corporate
and Other Segment: The corporate and other segment includes the operations of the WEC Energy Group holding company, the Integrys
Holding, Inc. holding company, the Peoples Energy, LLC holding company, Wispark LLC, and WEC Business Services LLC. This segment also
includes Wisvest LLC, Wisconsin Energy Capital Corporation, and WPS Power Development, LLC, which no longer have significant operations.
|
WEC Business Services
LLC is a wholly owned centralized service company that provides administrative and general support services to our regulated utilities,
as well as certain services to our nonregulated entities. Wispark LLC develops and invests in real estate and had $12.7 million in real
estate holdings at September 30, 2022.
For a further description
of our business and our corporate strategy, see our Annual Report on Form 10-K for the year ended December 31, 2021, as well as the
other documents incorporated by reference.
Our
principal executive offices are located at 231 West Michigan Street, P.O. Box 1331, Milwaukee, Wisconsin 53201. Our telephone
number is (414) 221-2345.
Recent
Developments
In
April 2022, WE, WG, and WPS (each a “WEC Utility”, and together the “WEC Utilities”), utility subsidiaries of
WEC Energy Group, filed applications with the Public Service Commission of Wisconsin (“PSCW”) for regulatory review seeking
to adjust retail customer rates for electricity, natural gas, and steam service.
The
PSCW issued final written orders regarding the WPS rate case and WE and WG rate case on December 21, 2022 and December 29, 2022, respectively.
The written orders reflect the PSCW’s decisions at its open meeting held on December 1, 2022, approving, among other things, the
following rate adjustments for 2023:
|
· |
Rate increases, which include base rates and fuel, of $280.5 million (9.15%) for WE’s retail electric customers, $46.1 million (9.59%) for its natural gas customers, and $7.6 million (35.30%) for its steam customers. |
|
|
|
|
· |
A rate increase of $46.5 million (6.4%) for WG’s natural gas customers. |
|
|
|
|
· |
Rate increases, which include base rates and fuel, of $113.2 million (9.82%) for WPS’ retail electric customers and $26.4 million (7.13%) for its natural gas customers. |
|
|
|
|
· |
A return on equity (“ROE”) of 9.8% and a common equity component of 53% for each of WE, WG and WPS. |
|
|
|
|
· |
An earnings sharing mechanism, which is the same as the mechanism currently in place for the WEC Utilities, under which, if a WEC Utility earns above its authorized ROE: (i) the WEC Utility will retain 100.0% of earnings for the first 15 basis points above the authorized ROE; (ii) 50.0% of the next 60 basis points will be required to be refunded to ratepayers; and (iii) 100.0% of any remaining excess earnings will be required to be refunded to ratepayers. |
In addition, residential fixed charges were reduced from $16 to $15 for WE electric customers and from $21 to $17.92 for WPS electric
customers. There was no change to residential natural gas fixed charges.
The new rates became effective January 1, 2023.
The Offering
|
|
Issuer |
WEC Energy Group, Inc. |
|
|
Securities Offered |
$ aggregate principal amount of senior notes consisting of
the following:
·
$ of % Senior Notes due , 20 ;
and
·
$ of % Senior Notes due , 20 .
|
|
|
Interest |
The 20 Notes will accrue interest at a rate of % per year
from January , 2023 until maturity or earlier redemption, as the case may be.
The 20 Notes will accrue interest at a rate of % per year
from January , 2023 until maturity or earlier redemption, as the case may be.
|
|
|
Interest Payment Dates |
and , beginning , 2023. |
|
|
Optional Redemption |
Prior to , 20 , in the case of the 20 Notes (the date that is month(s) prior to the maturity date of the 20 Notes), and , 20 , in the case of the 20 Notes (the date that is month(s) prior to the maturity date of the 20 Notes), we may redeem the 20 Notes and/or the 20 Notes at our option, in whole or in part, at any time and from time to time, at the applicable “make-whole” redemption price determined as described under “Certain Terms of the Notes — Redemption at Our Option.” On or after , 20 , in the case of the 20 Notes, and 20 , in the case of the 20 Notes, we may redeem the 20 Notes and/or the 20 Notes, as the case may be, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 20 Notes or the 20 Notes, as the case may be, being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date. We are not required to establish a sinking fund to retire the Notes prior to maturity. |
|
|
Ranking |
The Notes are unsecured and unsubordinated and will rank equally with all our other unsecured and unsubordinated indebtedness and other obligations from time to time outstanding. See “Description of Debt Securities — Ranking of Debt Securities” in the accompanying prospectus. |
|
|
Covenants |
For so long as any Notes remain outstanding, we will not create or incur or allow any of our subsidiaries to create or incur any pledge or security interest on any of the capital stock of WE or WG held by us or one of our subsidiaries on the issue date of the Notes. The indenture for the Notes also limits our ability to enter into mergers, consolidations or sales of all or substantially all of our assets where we are not the surviving corporation unless the successor company assumes all of our obligations under the indenture. These covenants are subject to a number of important qualifications and limitations. See “Certain Terms of the Notes — Covenants.” |
Use of Proceeds |
We will use the estimated $ million in net proceeds from this offering to repay short-term debt and for other general corporate purposes. See “Use of Proceeds.” |
|
|
Conflicts of Interest |
Certain of the underwriters or their affiliates may hold a portion of the short-term debt that we intend to repay using all or a portion of the net proceeds of the Notes. As such, certain of the underwriters or their affiliates may receive 5% or more of the net proceeds of this offering. See “Underwriting (Conflicts of Interest) – Conflicts of Interest” in this prospectus supplement. |
|
|
Trustee |
The trustee under the indenture (the “Trustee”) is The Bank of New York Mellon Trust Company, N.A. |
RISK
FACTORS
Investing in the Notes
involves risk. Please see the risk factors under the heading “Risk Factors” in Item 1A of our Annual Report on Form 10-K
for the year ended December 31, 2021, which is incorporated by reference in this prospectus supplement and the accompanying prospectus.
Before making an investment decision, you should carefully consider these risks as well as other information contained or incorporated
by reference in this prospectus supplement and the accompanying prospectus.
FORWARD-LOOKING STATEMENTS
AND CAUTIONARY FACTORS
We have included or may
include statements in this prospectus supplement and the accompanying prospectus (including documents incorporated by reference) that
constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”),
and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). Any statements that express, or involve
discussions as to, expectations, beliefs, plans, objectives, goals, strategies, assumptions or future events or performance may be forward-looking
statements. Also, forward-looking statements may be identified by reference to a future period or periods or by the use of forward-looking
terminology such as “anticipates,” “believes,” “could,” “estimates,” “expects,”
“forecasts,” “goals,” “guidance,” “intends,” “may,” “objectives,”
“plans,” “possible,” “potential,” “projects,” “seeks,” “should,”
“targets,” “will” or similar terms or variations of these terms.
We caution you that
any forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors
that may cause our actual results, performance or achievements to differ materially from the future results, performance or achievements
we have anticipated in the forward-looking statements.
In addition to the assumptions
and other factors referred to specifically in connection with those statements, factors that could cause our actual results, performance
or achievements to differ materially from those contemplated in the forward-looking statements include factors we have described under
the captions “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in our Annual Report
on Form 10-K for the year ended December 31, 2021 and under the caption “Factors Affecting Results, Liquidity, and Capital
Resources” in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section
of our Annual Report on Form 10-K for the year ended December 31, 2021 or under similar captions in the other documents we have incorporated
by reference. Any forward-looking statement speaks only as of the date on which that statement is made, and, except as required by applicable
law, we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances, including unanticipated
events, after the date on which that statement is made.
USE OF PROCEEDS
We estimate the net proceeds to us from the offering
to be approximately $ million, after deducting the underwriting discounts and estimated offering expenses payable by us. We intend to
use the net proceeds from the offering to repay short-term debt and for other general corporate purposes. At December 31, 2022, our outstanding
short-term debt of $400.0 million had a weighted average interest rate of 4.70% and an average life of less than 30 days.
Pending disposition, we may temporarily invest
the net proceeds of the offering not required immediately for the intended purposes in U.S. governmental securities and other high quality
U.S. securities.
CAPITALIZATION
The table below shows our consolidated capitalization
structure: (A) on an actual basis; and (B) on an adjusted basis to reflect (a) the issuance by (i) WPS of $300.0 million aggregate principal
amount of its Senior Notes, 5.35% Series Due November 10, 2025 on November 10, 2022, (ii) PGL of $100.0 million aggregate principal amount
of its First and Refunding Mortgage 5.23% Bonds, Series MMM due December 1, 2027 on December 6, 2022, and (iii) WEC Infrastructure Wind
Holding II LLC of $199,282,483.78 aggregate principal amount of its 6.38% Senior Secured Notes due December 31, 2031 on December 13, 2022,
and (b) the use of the net proceeds from the offerings to repay short-term debt.
| |
As of September 30, 2022 | |
| |
Actual Amount | | |
As Adjusted(1) | |
| |
(unaudited) | | |
Amount | | |
Percentage | |
| |
(Dollars in Millions) | | |
(Rounded to Tenths) | |
Short-term debt | |
$ | 1,259.5 | | |
$ | 860.6 | | |
| 3.1 | % |
Long-term debt(2) | |
| 15,077.9 | | |
| 15,677.2 | | |
| 56.1 | % |
Preferred stock of subsidiary | |
| 30.4 | | |
| 30.4 | | |
| 0.1 | % |
Common equity | |
| 11,355.5 | | |
| 11,355.5 | | |
| 40.7 | % |
Total | |
$ | 27,723.3 | | |
$ | 27,923.7 | | |
| 100.0 | % |
(1) Does not include the issuance of the Notes offered hereby.
(2) Includes current maturities.
CERTAIN TERMS OF THE
NOTES
The following description
of the particular terms of the Notes supplements and, to the extent inconsistent therewith, replaces the description of the general terms
and provisions of the Notes set forth in the accompanying prospectus under “Description of Debt Securities.”
We will issue the Notes
under the indenture, dated as of March 15, 1999, between us and The Bank of New York Mellon Trust Company, N.A. (as successor to The First
National Bank of Chicago), as Trustee (as amended and supplemented, the “indenture”). The Notes will be our direct unsecured
general obligations. At September 30, 2022, the aggregate principal amount of debt securities outstanding under the indenture was approximately
$4.5 billion, including $500 million of junior subordinated notes.
General
The Notes will be unsecured
and unsubordinated and will rank equally with all of our other unsecured and unsubordinated indebtedness and other obligations from time
to time outstanding. At September 30, 2022, we had approximately $4.0 billion aggregate principal amount of unsecured and unsubordinated
long-term debt securities and approximately $638.0 million of commercial paper outstanding. At September 30, 2022, our subsidiaries had
approximately $10.5 billion of long-term debt outstanding and $618.5 million of commercial paper outstanding.
Interest on the Notes
accrues at the rate of % per year for the 20 Notes and % per year for the 20 Notes. Interest will accrue from January , 2023, or from
the most recent interest payment date to which interest has been paid or provided for. Interest is payable semi-annually in arrears to
holders of record at the close of business on the or immediately preceding the interest payment date. Interest payment dates will be and
of each year beginning on , 2023. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. The 20
Notes will mature on , 20 and the 20 Notes will mature on , 20 .
The Notes will be issued
only in registered form in denominations of $1,000 and integral multiples of $1,000.
Redemption at Our Option
Prior to , 20
, in the case of the 20 Notes (the date that is month(s) prior to the maturity date of the 20 Notes), and , 20 , in the case of the
20 Notes (the date that is month(s) prior to the maturity date of the 20 Notes), which, in each case, is referred to in this prospectus
supplement as the “Par Call Date”, we may redeem the 20 Notes and/or the 20 Notes at our option, in whole or in part, at any
time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places)
equal to the greater of:
| · | (1) (a) the sum of the present values of the remaining scheduled payments
of principal and interest thereon discounted to the redemption date (assuming the Notes matured on their respective Par Call Date) on
a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus basis points in the case of
the 20 Notes and basis points in the case of the 20 Notes, each less (b) interest accrued to, but not including, the date of redemption;
and |
| | |
| · | (2) 100% of the principal amount of the Notes to be redeemed, |
plus, in either case, accrued and unpaid interest
thereon to, but not including, the redemption date.
On or after the applicable
Par Call Date, we may redeem the 20 Notes and/or the 20 Notes, as the case may be, in whole or in part, at any time and from time to time,
at a redemption price equal to 100% of the principal amount of the 20 Notes or the 20 Notes, as the case may be, being redeemed plus accrued
and unpaid interest thereon to, but not including, the redemption date.
“Treasury Rate”
means, with respect to any redemption date, the yield determined by us in accordance with the following two paragraphs.
The Treasury Rate shall
be determined by us after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted each business
day by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield
or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board
of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation
or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal”
(or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, we shall select, as applicable: (1)
the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the applicable Par Call Date
(the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life,
the two yields—one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding
to the Treasury constant maturity on H.15 immediately longer than the Remaining Life—and shall interpolate to the applicable Par
Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places;
or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single
Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity
or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such
Treasury constant maturity from the redemption date.
If on the third business
day preceding the redemption date H.15 TCM is no longer published, we shall calculate the Treasury Rate based on the rate per annum equal
to the semiannual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption
date of the United States Treasury security maturing on, or with a maturity that is closest to, the applicable Par Call Date, as applicable.
If there is no United States Treasury security maturing on the applicable Par Call Date but there are two or more United States Treasury
securities with a maturity date equally distant from the applicable Par Call Date, one with a maturity date preceding the applicable Par
Call Date and one with a maturity date following the applicable Par Call Date, we shall select the United States Treasury security with
a maturity date preceding the applicable Par Call Date. If there are two or more United States Treasury securities maturing on the applicable
Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, we shall select from among
these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the
average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury
Rate in accordance with the terms of this paragraph, the semiannual yield to maturity of the applicable United States Treasury security
shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City
time, of such United States Treasury security, and rounded to three decimal places.
Our actions and determinations
in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
We will send notice at
least 30 days, but not more than 60 days, before the redemption date to each holder of Notes to be redeemed.
Unless we default in payment
of the redemption price, on and after the redemption date interest will cease to accrue on the Notes or portions of the Notes called for
redemption.
Except in the case of
a conditional redemption, as discussed below, once notice of redemption is given, the Notes called for redemption become due and payable
on the redemption date at the redemption price stated in the notice.
A notice of redemption
may be conditional and provide that it is subject to the occurrence of any event described in the notice before the date fixed for the
redemption. A notice of conditional redemption will be of no effect unless all conditions to the redemption have occurred before the redemption
date or have been waived by us.
Covenants
Limitation on Liens
on Stock of Certain Subsidiaries
For so long as any Notes
remain outstanding, we will not create or incur or allow any of our subsidiaries to create or incur any pledge or security interest on
any of the capital stock of WE or WG held by us or one of our subsidiaries on the issue date of the Notes.
Limitation on Mergers,
Consolidations and Sales of Assets
The indenture provides
that we will not consolidate with or merge into another company in a transaction in which we are not the surviving company, or transfer
all or substantially all of our assets to another company, unless:
| · | that company is organized under the laws of the United States or a state
thereof or is organized under the laws of a foreign jurisdiction and consents to the jurisdiction of the courts of the United States or
a state thereof; |
| | |
| · | that company assumes by supplemental indenture all of our obligations under
the indenture and the Notes; |
| | |
| · | all required approvals of any regulatory body having jurisdiction over the
transaction have been obtained; and |
| | |
| · | immediately after the transaction no default exists under the indenture. |
The successor will be
substituted for us as if it had been an original party to the indenture, securities resolutions and the Notes. Thereafter, the successor
may exercise our rights and powers under the indenture and the Notes, and all of our obligations under those documents will terminate.
Events of Default
In addition to the events
of default described in the accompanying prospectus under the heading “Description of Debt Securities — Defaults and Remedies,”
an event of default under the Notes will include our failure to pay when due principal, interest or premium in an aggregate amount of
$25 million or more with respect to any of our Indebtedness, or the acceleration of any of our Indebtedness aggregating $25 million or
more which default is not cured, waived or postponed pursuant to an agreement with the holders of the Indebtedness within 60 days after
written notice as provided in the indenture governing the Notes, or the acceleration is not rescinded or annulled within 30 days after
written notice as provided in the indenture governing the Notes. As used in this paragraph, “Indebtedness” means the following
obligations of WEC Energy Group, WE and WG (and specifically excludes obligations of WEC Energy Group’s other subsidiaries and intercompany
obligations):
| · | all obligations for borrowed money; |
| | |
| · | all obligations evidenced by bonds, debentures, notes or similar instruments,
or upon which interest payments are customarily made; |
| | |
| · | all obligations under conditional sale or other title retention agreements
relating to property purchased by us to the extent of the value of the property (other than customary reservations or retentions of title
under agreements with suppliers entered into in the ordinary course of our business); and |
| | |
| · | all obligations issued or assumed as the deferred purchase price of property
or services purchased by us which would appear as liabilities on our balance sheet. |
Other
The Notes will be subject
to defeasance under the conditions described in the accompanying prospectus.
We may from time to time,
without notice to, or the consent of, the holders of a series of the Notes, create and issue further notes of the same series, equal in
rank to the Notes in all respects (or in all respects except for the payment of interest accruing prior to the issue date of the new notes
or, if applicable, the first payment of interest following the issue date of the new notes) so that the new notes may be consolidated
and form a single series with the relevant series of Notes and have the same terms as to status, redemption or otherwise as the relevant
series of Notes. In the event that we issue additional notes of the same series, we will prepare a new offering memorandum or prospectus.
The indenture and the
Notes will be governed by the laws of the State of Wisconsin, unless federal law governs.
Book-Entry Only Issuance—The Depository Trust Company
The Depository Trust Company (“DTC”),
New York, NY, will act as the securities depository for the Notes. The Notes will be issued only as fully-registered securities registered
in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative
of DTC. Upon issuance, each series of the Notes will be represented by one or more fully-registered global note certificates, representing
in the aggregate the total principal amount of such series of the Notes, and will be deposited with the Trustee on behalf of DTC.
DTC, the world’s largest securities depository,
is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of
the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York
Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.
DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues
and money market instruments from over 100 countries that DTC’s participants (“Direct Participants”) deposit with DTC.
DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities,
through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need
for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust &
Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income
Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access
to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and
clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly
(“Indirect Participants”). The DTC Rules applicable to its Participants are on file with the SEC. More information about DTC
can be found at www.dtcc.com. The contents of such website do not constitute part of this prospectus supplement or the accompanying
prospectus.
Purchases of the Notes within the DTC system must
be made by or through Direct Participants, which will receive a credit for the Notes on DTC’s records. The ownership interest of
each actual purchaser of each Note (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’
records. Beneficial Owners will not receive written confirmation from DTC of their purchases. Beneficial Owners, however, are expected
to receive written confirmations providing details of the transactions, as well as periodic statements of their holdings, from the Direct
or Indirect Participants through which the Beneficial Owners purchased Notes. Transfers of ownership interests in the Notes are to be
accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners
will not receive certificates representing their ownership interests in the Notes, except in the event that use of the book-entry system
for the Notes is discontinued.
To facilitate subsequent transfers, all Notes
deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other
name as may be requested by an authorized representative of DTC. The deposit of the Notes with DTC and their registration in the name
of Cede & Co. or such other DTC nominee do not effect any changes in beneficial ownership. DTC has no knowledge of the actual Beneficial
Owners of the Notes. DTC’s records reflect only the identity of the Direct Participants to whose accounts such Notes are credited,
which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their
holdings on behalf of their customers.
Conveyance of notices and other communications by
DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial
Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time
to time.
Redemption notices will be sent to DTC. If less
than all the Notes are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant
in such Notes to be redeemed.
Neither DTC nor Cede & Co. (nor any other
DTC nominee) will consent or vote with respect to the Notes unless authorized by a Direct Participant in accordance with DTC’s procedures.
Under its usual procedures, DTC mails an Omnibus Proxy to us as soon as possible after the record date. The Omnibus Proxy assigns Cede
& Co.’s consenting or voting rights to those Direct Participants to whose accounts the Notes are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
Payments on the Notes will be made to Cede &
Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’
accounts upon DTC’s receipt of funds and corresponding detail information from us or the Trustee on the relevant payment date in
accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed
by standing instructions and customary practices, as is the case with securities held for the account of customers registered in “street
name,” and will be the responsibility of such Participant and not of DTC or WEC Energy Group, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment to Cede & Co. (or such other nominee as may be requested by an authorized
representative of DTC) is the responsibility of WEC Energy Group, disbursement of such payments to Direct Participants is the responsibility
of DTC, and disbursement of such payments to the Beneficial Owners is the responsibility of Direct and Indirect Participants.
Except as provided herein, a Beneficial Owner
of a global Note will not be entitled to receive physical delivery of a Note. Accordingly, each Beneficial Owner must rely on the procedures
of DTC to exercise any rights under the Notes. The laws of some jurisdictions require that certain purchasers of securities take physical
delivery of securities in definitive form. Such laws may impair the ability to transfer beneficial interests in a global Note.
DTC may discontinue providing its services as
securities depository with respect to the Notes at any time by giving reasonable notice to us. Under such circumstances, in the event
that a successor securities depository is not obtained, Note certificates will be required to be printed and delivered to the holders
of record. Additionally, we may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities
depository) with respect to the Notes. We understand, however, that under current industry practices, DTC would notify its Direct and
Indirect Participants of our decision, but will only withdraw beneficial interests from a global Note at the request of each Direct or
Indirect Participant. In that event, certificates for the Notes will be printed and delivered to the applicable Direct or Indirect Participant.
The information in this section concerning DTC
and DTC’s book-entry system has been obtained from sources that we believe to be reliable, but neither we nor any underwriter takes
any responsibility for the accuracy thereof. Neither we nor any underwriter has any responsibility for the performance by DTC or its Direct
or Indirect Participants of their respective obligations as described herein or under the rules and procedures governing their respective
operations.
UNDERWRITING (CONFLICTS
OF INTEREST)
Subject to the terms and
conditions contained in an underwriting agreement dated the date of this prospectus supplement, the underwriters named below, for whom
Barclays Capital Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and Wells Fargo Securities, LLC are acting as representatives,
have severally agreed to purchase, and we have agreed to sell to them, severally, the principal amount of each series of the Notes indicated
in the following table:
Underwriter | |
Principal Amount of 20 Notes | | |
Principal Amount
of 20 Notes | |
Barclays Capital Inc. | |
$ | | | |
$ | | |
J.P. Morgan Securities LLC | |
| | | |
| | |
Morgan Stanley & Co. LLC | |
| | | |
| | |
Wells Fargo Securities, LLC | |
| | | |
| | |
Goldman Sachs & Co. LLC | |
| | | |
| | |
Samuel A. Ramirez & Company, Inc. | |
| | | |
| | |
Total | |
$ | | | |
$ | | |
The underwriters are offering
the Notes subject to their acceptance of the Notes from us and subject to prior sale. The underwriting agreement provides that the obligations
of the several underwriters to pay for and accept delivery of the Notes offered by this prospectus supplement are subject to the approval
of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the
Notes offered by this prospectus supplement if any are taken.
Notes sold by the underwriters
to the public will initially be offered at the initial public offering prices set forth on the cover page of this prospectus supplement.
Any Notes sold by the underwriters to securities dealers may be sold at a discount from the initial public offering price of up to % of
the principal amount of the 20 Notes and % of the principal amount of the 20 Notes. Any such securities dealers may resell any Notes purchased
from the underwriters to certain other brokers or dealers at a discount from the initial public offering price of up to % of the
principal amount of the 20 Notes and % of the principal amount of the 20 Notes. After the initial public offering of the Notes, the offering
prices and other selling terms may from time to time be varied by the representatives. The offering of the Notes by the underwriters is
subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.
The following table
shows the underwriting discounts that we are to pay to the underwriters in connection with this offering (expressed as a percentage of
the principal amount of each series of the Notes).
| | |
Paid by WEC Energy Group | |
Per 20 Note | | |
| | % |
Per 20 Note | | |
| | % |
In order to facilitate
the offering of the Notes, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the Notes.
Specifically, the underwriters may over-allot in connection with the offering, creating a short position in the Notes for their own account.
In addition, to cover over-allotments or to stabilize the price of the Notes, the underwriters may bid for, and purchase, Notes on the
open market. Short sales involve the sale by the underwriters of a greater number of Notes than they are required to purchase in the offering.
Stabilizing transactions consist of certain bids or purchases made for the purpose of preventing or retarding a decline in the market
price of the Notes while the offering is in progress. Finally, the underwriters may reclaim selling concessions allowed to an underwriter
or a dealer for distributing the Notes in the offering, if the underwriters repurchase previously distributed Notes in transactions to
cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market
price of the Notes above independent market levels. The underwriters are not required to engage in these activities and may end any of
these activities at any time. These transactions may be effected in the over-the-counter market or otherwise.
The underwriters also
may impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount
received by it because the representatives have repurchased Notes sold by or for the account of such underwriter in stabilizing or short
covering transactions.
The Notes are a new issue
of debt securities with no established trading market. We have been advised by the underwriters that they intend to make a market in the
Notes, but they are not obligated to do so and may discontinue market making at any time without notice. We cannot assure you as to the
liquidity of the trading market for the Notes.
We estimate that our total
expenses for this offering, not including the underwriting discount, will be approximately $2.4 million.
The underwriters and their
respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial
and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities.
In the ordinary course of their respective businesses, certain of the underwriters and their affiliates have provided, currently provide
and may in the future provide, investment banking, commercial banking, advisory and other services for us and our affiliates, for which
they received and will receive customary fees and expenses. Affiliates of each of the book running managers are lenders under our existing
$1.5 billion credit facility, WE’s existing $500 million credit facility, WPS’s existing $400 million credit facility, WG’s
existing $350 million credit facility and PGL’s existing $350 million credit facility.
In the ordinary course of their
various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments, including
serving as counterparties to certain derivative hedging arrangements, and actively trade debt and equity securities (or related derivative
securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investment
and securities activities may involve securities and instruments of WEC Energy Group and its affiliates. Certain of the underwriters or
their respective affiliates that have a lending relationship with us routinely hedge, and certain other of those underwriters or their
respective affiliates may hedge, their credit exposure to us consistent with their customary risk management policies. Typically, such
underwriters and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit
default swaps or the creation of short positions in our securities, including potentially the Notes offered hereby. Any such credit default
swaps or short positions could adversely affect future trading prices of the Notes offered hereby. The underwriters and their affiliates
may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial
instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
We have agreed to indemnify
the several underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments that
the underwriters may be required to make because of any of those liabilities.
Associated Investment
Services, Inc., a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and a subsidiary of Associated Banc-Corp,
is being paid a referral fee by Samuel A. Ramirez & Company, Inc.
Conflicts of Interest
Certain of the underwriters or their affiliates
may hold a portion of the short-term debt that we intend to repay using all or a portion of the net proceeds of the Notes. In such event,
it is possible that one or more of the underwriters or their affiliates could receive at least 5% of the net proceeds of the offering,
and in that case such underwriter would be deemed to have a conflict of interest under FINRA Rule 5121 (Public Offerings of Securities
with Conflicts of Interest). In the event of any such conflict of interest, such underwriter would be required to conduct the distribution
of the Notes in accordance with FINRA Rule 5121. If FINRA Rule 5121 is applicable, such underwriter would not be permitted to confirm
a sale to an account over which it exercises discretionary authority without first receiving specific written approval from the account
holder.
LEGAL MATTERS
Various legal matters
in connection with the Notes will be passed upon (a) for us by Troutman Pepper Hamilton Sanders LLP, Atlanta, Georgia, and (b) for
the underwriters by Hunton Andrews Kurth LLP, New York, New York. Joshua M. Erickson, Vice President and Deputy General Counsel, WEC Business
Services LLC, will pass upon the validity of the Notes, as well as certain other legal matters, on our behalf. Mr. Erickson is the beneficial
owner of less than 0.01% of WEC Energy Group’s common stock.
EXPERTS
The consolidated financial
statements, and the related financial statement schedules, as of December 31, 2021 and 2020, and for each of the three years in the period
ended December 31, 2021, incorporated by reference in this prospectus supplement and the accompanying prospectus by reference to our Annual
Report on Form 10-K for the year ended December 31, 2021, and the effectiveness of internal control over financial reporting, have been
audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports. Such consolidated
financial statements and financial statement schedules are incorporated by reference in reliance upon the reports of such firm given their
authority as experts in accounting and auditing.
DOCUMENTS INCORPORATED
BY REFERENCE
We file annual, quarterly
and current reports, as well as registration and proxy statements and other information, with the SEC. Our SEC filings (File No. 001-09057)
are available to the public over the Internet at the SEC’s website at http://www.sec.gov as well as on our website, www.wecenergygroup.com.
The information contained on, or accessible from, our website is not a part of, and is not incorporated in, this prospectus supplement
or the accompanying prospectus.
The SEC allows us to “incorporate
by reference” into this prospectus supplement and the accompanying prospectus the information we file with the SEC, which means
we can disclose important information to you by referring you to those documents. Please refer to “Where You Can Find More Information”
in the accompanying prospectus. Any information referenced this way is considered to be part of this prospectus supplement and the accompanying
prospectus, and any information that we file later with the SEC will automatically update and supersede this information. At the date
of this prospectus supplement, we incorporate by reference the following documents that we have filed with the SEC, and any future filings
that we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until we complete our sale of the securities
to the public:
| · | Our Annual Report on Form 10-K for the year ended December 31, 2021; |
| | |
| · | Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022,
June 30, 2022, and September 30, 2022; and |
| | |
| · | Our Current Reports on Form 8-K filed on January 21, 2022, April 28, 2022,
May 9, 2022, June 3, 2022, June 23, 2022, September 27, 2022, October 3, 2022, October 21, 2022 (as amended by the Form 8-K/A filed on
December 2, 2022), December 2, 2022, and January 6, 2023. |
Information furnished
under Items 2.02 or 7.01 of any Current Report on Form 8-K will not be incorporated by reference into this prospectus supplement
or the accompanying prospectus unless specifically stated otherwise. We will provide, at no cost, to each person, including any beneficial
owner, to whom this prospectus supplement and the accompanying prospectus are delivered, a copy of any or all of the information that
has been incorporated by reference into, but not delivered with, this prospectus supplement and the accompanying prospectus, upon written
or oral request to us at:
WEC Energy Group, Inc.
231 West Michigan Street
P. O. Box 1331
Milwaukee, Wisconsin 53201
Attn: Ms. Margaret C. Kelsey, Executive
Vice President, General Counsel and Corporate Secretary
Telephone: (414) 221-2345
PROSPECTUS
WEC ENERGY GROUP, INC.
Debt Securities
WEC Energy Group, Inc.
may issue and sell debt securities to the public from time to time in one or more offerings. We urge you to read this prospectus and the
applicable prospectus supplement carefully before you make your investment decision.
This prospectus describes
some of the general terms that may apply to these debt securities. The specific terms of any debt securities to be offered, and any other
information relating to a specific offering, will be set forth in a prospectus supplement that will describe the interest rates, payment
dates, ranking, maturity and other terms of any debt securities that we issue or sell.
We may offer and sell
these debt securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed
basis. The supplements to this prospectus will provide the specific terms of the plan of distribution. This prospectus may not be used
to offer and sell securities unless accompanied by a prospectus supplement.
Our common stock is quoted
on the New York Stock Exchange under the symbol “WEC.”
See “Risk Factors”
on page 1 of this prospectus and “Risk Factors” contained in any applicable prospectus supplement and documents incorporated
by reference for information on certain risks related to the purchase of the debt securities.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus
is November 5, 2021.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
In
this prospectus, “we,” “us,” “our” and “WEC Energy Group” refer to WEC Energy Group, Inc.
This
prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (“SEC”) utilizing
a “shelf” registration process. Under this shelf process, we may issue and sell to the public the debt securities described
in this prospectus in one or more offerings.
This
prospectus provides you with only a general description of the debt securities we may issue and sell. Each time we offer debt securities,
we will provide a prospectus supplement to this prospectus that will contain specific information about the particular debt securities
and terms of that offering. In the prospectus supplement, we will describe the interest rate, payment dates, ranking, maturity and other
terms of any debt securities that we issue and sell.
The
prospectus supplement will also describe the proceeds and uses of proceeds from the debt securities, together with the names and compensation
of the underwriters, if any, through which the debt securities are being issued and sold, and other important considerations for investors.
The prospectus supplement may also add to, update or change information contained in this prospectus.
If
there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information
in the prospectus supplement. Please carefully read this prospectus and the applicable prospectus supplement, in addition to the information
contained in the documents we refer you to under the heading “WHERE YOU CAN FIND MORE INFORMATION.”
RISK FACTORS
Investing
in the securities of WEC Energy Group involves risk. Please see the “Risk Factors” described in Item 1A of our Annual
Report on Form 10-K for the year ended December 31, 2020, which is incorporated by reference in this prospectus. Before making
an investment decision, you should carefully consider these risks as well as other information contained or incorporated by reference
in this prospectus.
FORWARD-LOOKING STATEMENTS
AND CAUTIONARY FACTORS
We
have included or may include statements in this prospectus or in any prospectus supplement (including documents incorporated by reference)
that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended
(the “Securities Act of 1933”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act of 1934”). Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, goals, strategies,
assumptions or future events or performance may be forward-looking statements. Also, forward-looking statements may be identified by reference
to a future period or periods or by the use of forward-looking terminology such as “anticipates,” “believes,”
“could,” “estimates,” “expects,” “forecasts,” “goals,” “guidance,”
“intends,” “may,” “objectives,” “plans,” “possible,” “potential,”
“projects,” “seeks,” “should,” “targets,” “will,” or similar terms or variations
of these terms.
We
caution you that any forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties
and other factors that may cause our actual results, performance or achievements to differ materially from the future results, performance
or achievements we have anticipated in the forward-looking statements.
In
addition to the assumptions and other factors referred to specifically in connection with those statements, factors that could cause our
actual results, performance or achievements to differ materially from those contemplated in the forward-looking statements include factors
we have described under the captions “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors”
in our Annual Report on Form 10-K for the year ended December 31, 2020, and under the caption “Factors Affecting Results,
Liquidity, and Capital Resources” in the “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” section of our Annual Report on Form 10-K for the year ended December 31, 2020, or under similar captions
in the other documents we have incorporated by reference. Any forward-looking statement speaks only as of the date on which that statement
is made, and, except as required by applicable law, we do not undertake any obligation to update any forward-looking statement to reflect
events or circumstances, including unanticipated events, after the date on which that statement is made.
WEC ENERGY GROUP, INC.
WEC
Energy Group, Inc. was incorporated in the State of Wisconsin in 1981 and became a diversified holding company in 1986. On June 29,
2015, we acquired 100% of the outstanding common shares of Integrys Energy Group, Inc. and changed our name to WEC Energy Group, Inc.
Our
wholly owned subsidiaries are primarily engaged in the business of providing regulated electricity service in Wisconsin and Michigan and
regulated natural gas service in Wisconsin, Illinois, Michigan and Minnesota. As of September 30, 2021, our regulated utility
subsidiaries served approximately 1.6 million electric customers and approximately 2.9 million natural gas customers. In addition, we
have an approximately 60% equity interest in American Transmission Company LLC (“ATC”), a regulated electric transmission
company. Through subsidiaries, we also own majority interests in a number of wind generating facilities as part of our non-utility energy
infrastructure business. At December 31, 2020, we conducted our operations in the six reportable segments discussed below.
Wisconsin
Segment: The Wisconsin segment includes the electric and natural gas operations of Wisconsin Electric Power Company (“WE”),
Wisconsin Gas LLC (“WG”), Wisconsin Public Service Corporation (“WPS”), and Upper Michigan Energy Resources Corporation
(“UMERC”). This segment also includes steam service to WE steam customers in metropolitan Milwaukee, Wisconsin.
Illinois
Segment: The Illinois segment includes the natural gas operations of The Peoples Gas Light and Coke Company (“PGL”)
and North Shore Gas Company, which provide natural gas service to customers located in Chicago and the northern suburbs of Chicago. PGL
also owns and operates a 38.8 billion cubic feet natural gas storage field in central Illinois.
Other
States Segment: The other states segment includes the natural gas operations of Minnesota Energy Resources Corporation, which
serves customers in various cities and communities throughout Minnesota, and Michigan Gas Utilities Corporation (“MGU”), which
serves customers in southern and western Michigan.
Electric
Transmission Segment: The electric transmission segment includes our approximately 60% ownership interest in ATC, which owns,
maintains, monitors, and operates electric transmission systems primarily in Wisconsin, Michigan, Illinois, and Minnesota, and our
approximately 75% ownership interest in ATC Holdco, LLC, a separate entity formed to invest in transmission-related projects outside of
ATC’s traditional footprint.
Non-Utility
Energy Infrastructure Segment: The non-utility energy infrastructure segment includes the operations of W.E. Power, LLC (“We
Power”), which owns and leases electric power generating facilities to WE; Bluewater Natural Gas Holding, LLC (“Bluewater”),
which owns underground natural gas storage facilities in southeastern Michigan; and WEC Infrastructure LLC (“WECI”). As of
September 30, 2021, WECI has acquired or agreed to acquire majority interests in eight wind parks, capable of providing more than
1,500 megawatts of renewable energy. These wind parks represent more than $2.3 billion of committed investments and have long-term agreements
with unaffiliated third parties. WECI’s investment in all of these wind parks either qualifies, or is expected to qualify, for production
tax credits.
Corporate
and Other Segment: The corporate and other segment includes the operations of the WEC Energy Group holding company, the Integrys
Holding, Inc. (“Integrys Holding”) holding company, the Peoples Energy, LLC holding company, Wispark LLC, WEC Business
Services LLC, and WPS Power Development, LLC (prior to the sale of its remaining solar facilities in November 2020). This segment
also includes Wisvest LLC and Wisconsin Energy Capital Corporation, which no longer have significant operations.
WEC
Business Services LLC is a wholly owned centralized service company that provides administrative and general support services to our regulated
utilities, as well as certain services to our nonregulated entities. Wispark LLC develops and invests in real estate and had $28.8 million
in real estate holdings at December 31, 2020.
Our
principal executive offices are located at 231 West Michigan Street, P.O. Box 1331, Milwaukee, Wisconsin 53201. Our telephone
number is (414) 221-2345.
USE OF PROCEEDS
Except
as otherwise described in the applicable prospectus supplement, we intend to use the net proceeds from the sale of our debt securities
(a) to fund, or to repay short-term debt incurred to fund, investments (including equity contributions and loans to affiliates),
(b) to repay and/or refinance debt, and/or (c) for other general corporate purposes. Pending disposition, we may temporarily
invest any proceeds of the offering not required immediately for the intended purposes in U.S. governmental securities and other
high quality U.S. securities. We expect to borrow money or sell securities from time to time, but we cannot predict the precise amounts
or timing of doing so. For current information, please refer to our current filings with the SEC. See “WHERE YOU CAN FIND MORE INFORMATION.”
DESCRIPTION OF DEBT
SECURITIES
The
debt securities will be our direct unsecured general obligations. The debt securities will consist of one or more senior debt securities,
subordinated debt securities and junior subordinated debt securities. The debt securities will be issued in one or more series under the
indenture described below between us and The Bank of New York Mellon Trust Company, N.A. (as successor to The First National Bank of Chicago),
as trustee, dated as of March 15, 1999, and under a securities resolution (which may be in the form of a resolution or a supplemental
indenture) authorizing the particular series.
We
have summarized selected provisions of the indenture and the debt securities that we may offer hereby. This summary is not complete and
may not contain all of the information important to you. Copies of the indenture and a form of securities resolution are filed or incorporated
by reference as exhibits to the registration statement of which this prospectus is a part. The securities resolution for each series of
debt securities issued and outstanding also has been or will be filed or incorporated by reference as an exhibit to the registration statement.
You should read the indenture and the applicable securities resolution for other provisions that may be important to you. In the summary
below, where applicable, we have included references to section numbers in the indenture so that you can easily find those provisions.
The particular terms of any debt securities we offer will be described in the related prospectus supplement, along with any applicable
modifications of or additions to the general terms of the debt securities described below and in the indenture. For a description of the
terms of any series of debt securities, you should also review both the prospectus supplement relating to that series and the description
of the debt securities set forth in this prospectus before making an investment decision.
General
The
indenture does not significantly limit our operations. In particular, it does not:
| · | limit the amount of debt securities that we can issue under the indenture; |
| · | limit the number of series of debt securities that we can issue from time to time; |
| · | restrict the total amount of debt that we or our subsidiaries may incur; or |
| · | contain any covenant or other provision that is specifically intended to afford any holder of the debt
securities protection in the event of highly leveraged transactions or any decline in our ratings or credit quality. |
The
ranking of a series of debt securities with respect to all of our indebtedness will be established by the securities resolution creating
the series.
Although
the indenture permits the issuance of debt securities in other forms or currencies, the debt securities covered by this prospectus will
only be denominated in U.S. dollars in registered form without coupons, unless otherwise indicated in the applicable prospectus supplement.
Unless
we say otherwise in the applicable prospectus supplement, we may redeem the debt securities for cash.
Terms
A
prospectus supplement and a securities resolution relating to the offering of any new series of debt securities will include specific
terms relating to the offering. The terms will include some or all of the following:
| · | the designation, aggregate principal amount, currency or composite currency and denominations of the debt
securities; |
| · | the price at which the debt securities will be issued and, if an index, formula or other method is used,
the method for determining amounts of principal or interest; |
| · | the maturity date and other dates, if any, on which the principal of the debt securities will be payable; |
| · | the interest rate or rates, if any, or method of calculating the interest rate or rates, which the debt
securities will bear; |
| · | the date or dates from which interest will accrue and on which interest will be payable and the record
dates for the payment of interest; |
| · | the manner of paying principal and interest on the debt securities; |
| · | the place or places where principal and interest will be payable; |
| · | the terms of any mandatory or optional redemption of the debt securities by us, including any sinking
fund; |
| · | the terms of any conversion or exchange right; |
| · | the terms of any redemption of debt securities at the option of holders; |
| · | any tax indemnity provisions; |
| · | if payments of principal or interest may be made in a currency other than U.S. dollars, the manner for
determining those payments; |
| · | the portion of principal payable upon acceleration of any discounted debt security (as described below); |
| · | whether and upon what terms debt securities may be defeased (which means that we would be discharged from
our obligations by depositing sufficient cash or government securities to pay the principal, interest, any premiums and other sums due
to the stated maturity date or a redemption date of the debt securities of the series); |
| · | whether any events of default or covenants in addition to or instead of those set forth in the indenture
apply; |
| · | provisions for electronic issuance of debt securities or for debt securities in uncertificated form; |
| · | the ranking of the debt securities, including the relative degree, if any, to which the debt securities
of a series are subordinated to one or more other series of debt securities in right of payment, whether outstanding or not; |
| · | any provisions relating to extending or shortening the date on which the principal and premium, if any,
of the debt securities of the series is payable; |
| · | any provisions relating to the deferral of any interest; and |
| · | any other terms not inconsistent with the provisions of the indenture, including any covenants or other
terms that may be required or advisable under United States or other applicable laws or regulations or advisable in connection with the
marketing of the debt securities. (Section 2.01) |
We
may issue debt securities of any series as registered debt securities, bearer debt securities or uncertificated debt securities. (Section 2.01)
We may issue the debt securities of any series in whole or in part in the form of one or more global securities that will be deposited
with, or on behalf of, a depositary identified in the prospectus supplement relating to the series. We may issue global securities in
registered, bearer or uncertificated form and in either temporary or permanent form. Unless and until it is exchanged in whole or in part
for securities in definitive form, a global security may not be transferred except as a whole by the depositary to a nominee or a successor
depositary. (Section 2.12) We will describe in the prospectus supplement relating to any series the specific terms of the depositary
arrangement with respect to that series.
Unless
otherwise indicated in a prospectus supplement, we will issue registered debt securities in denominations of $1,000 and whole multiples
of $1,000 and bearer debt securities in denominations of $5,000 and whole multiples of $5,000. We will issue one or more global securities
in a denomination or aggregate denominations equal to the aggregate principal amount of outstanding debt securities of the series to be
represented by that global security or securities. (Section 2.12)
In
connection with its original issuance, no bearer debt security will be offered, sold or delivered to any location in the United States.
We may deliver a bearer debt security in definitive form in connection with its original issuance only if a certificate in a form we specify
to comply with United States laws and regulations is presented to us. (Section 2.04)
A
holder of registered debt securities may request registration of a transfer upon surrender of the debt security being transferred at any
agency we maintain for that purpose and upon fulfillment of all other requirements of the agent. (Sections 2.03 and 2.07)
We
may issue debt securities under the indenture as discounted debt securities to be offered and sold at a substantial discount from the
principal amount of those debt securities. Special U.S. federal income tax and other considerations applicable to discounted debt
securities, if material, will be described in the related prospectus supplement. A discounted debt security is a debt security where the
amount of principal due upon acceleration is less than the stated principal amount. (Sections 1.01 and 2.10)
Conversion and Exchange
The
terms, if any, on which debt securities of any series will be convertible into or exchangeable for our common stock or other equity or
debt securities, property, cash or obligations, or a combination of any of the foregoing, will be summarized in the prospectus supplement
relating to the series. The terms may include provisions for conversion or exchange on a mandatory basis, at the option of the holder
or at our option. (Sections 2.01 and 9.01)
Certain Covenants
Any
restrictive covenants which may apply to a particular series of debt securities will be described in the related prospectus supplement.
Ranking of Debt Securities
Unless
stated otherwise in a prospectus supplement, the debt securities issued under the indenture will rank equally and ratably with our other
unsecured and unsubordinated debt. The debt securities will not be secured by any properties or assets and will represent our unsecured
debt.
Because
we are a holding company and conduct all of our operations through subsidiaries, holders of debt securities will generally have a position
that is effectively junior to claims of creditors of our subsidiaries, including trade creditors, debt holders, secured creditors, taxing
authorities, guarantee holders and any preferred stockholders. Various financing arrangements and regulatory requirements impose restrictions
on the ability of our utility subsidiaries to transfer funds to us in the form of cash dividends, loans or advances. All of our utility
subsidiaries, with the exception of UMERC and MGU, are prohibited from loaning funds to us, either directly or indirectly. The indenture
does not limit us or our subsidiaries if we decide to issue additional debt.
As
of September 30, 2021, our direct obligations included $2.9 billion of outstanding senior notes and $500 million of junior subordinated
notes, all issued under the indenture. We have a $1.5 billion multi-year bank back-up credit facility to support our commercial paper
program and had $968.0 million of commercial paper outstanding at September 30, 2021. At September 30, 2021, our subsidiaries
had approximately $9.8 billion of long-term debt outstanding, $540.5 million of commercial paper outstanding and $30.4 million of preferred
stock outstanding.
Successor Obligor
The
indenture provides that, unless otherwise specified in the securities resolution establishing a series of debt securities, we will not
consolidate with or merge into another company in a transaction in which we are not the surviving company, or transfer all or substantially
all of our assets to another company, unless:
| · | that company is organized under the laws of the United States or a state thereof or is organized under
the laws of a foreign jurisdiction and consents to the jurisdiction of the courts of the United States or a state thereof; |
| · | that company assumes by supplemental indenture all of our obligations under the indenture, the debt securities
and any coupons; |
| · | all required approvals of any regulatory body having jurisdiction over the transaction have been obtained;
and |
| · | immediately after the transaction no default exists under the indenture. |
The
successor will be substituted for us as if it had been an original party to the indenture, securities resolutions and debt securities.
Thereafter, the successor may exercise our rights and powers under the indenture, the debt securities and any coupons, and all of our
obligations under those documents will terminate. (Section 5.01)
Exchange of Debt Securities
Registered
debt securities may be exchanged for an equal principal amount of registered debt securities of the same series and date of maturity in
authorized denominations requested by the holders upon surrender of the registered debt securities at an agency we maintain for that purpose
and upon fulfillment of all other requirements of the agent. (Section 2.07)
To
the extent permitted by the terms of a series of debt securities authorized to be issued in registered form and bearer form, bearer debt
securities may be exchanged for an equal aggregate principal amount of registered or bearer debt securities of the same series and date
of maturity in authorized denominations upon surrender of the bearer debt securities with all unpaid interest coupons, except as may otherwise
be provided in the debt securities, at our agency maintained for that purpose and upon fulfillment of all other requirements of the agent.
(Section 2.07) As of the date of this prospectus, we do not expect that the terms of any series of debt securities will permit registered
debt securities to be exchanged for bearer debt securities.
Defaults and Remedies
Unless
the securities resolution establishing the series provides for different events of default, in which event the prospectus supplement will
describe any differences, an event of default with respect to a series of debt securities will occur if:
| · | we default in any payment of interest on any debt securities of that series when the payment becomes due
and payable and the default continues for a period of 60 days; |
| · | we default in the payment of the principal and premium, if any, of any debt securities of that series
when those payments become due and payable at maturity or upon redemption, acceleration or otherwise; |
| · | we default in the payment or satisfaction of any sinking fund obligation with respect to any debt securities
of that series as required by the securities resolution establishing that series and the default continues for a period of 60 days; |
| · | we default in the performance of any of our other agreements applicable to that series and the default
continues for 90 days after the notice specified below; |
| · | pursuant to or within the meaning of any Bankruptcy Law, we: |
| - | commence a voluntary case, |
| - | consent to the entry of an order for relief against us in an involuntary case, |
| - | consent to the appointment of a custodian for us or for all or substantially all of our property, or |
| - | make a general assignment for the benefit of our creditors; |
| · | a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that remains unstayed
and in effect for 60 days and that: |
| - | is for relief against us in an involuntary case, |
| - | appoints a custodian for us or for all or substantially all of our property, or |
| - | orders us to liquidate; or |
| · | there occurs any other event of default provided for in that series. (Section 6.01) |
The
term “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors. The
term “custodian” means any receiver, trustee, assignee, liquidator or a similar official under any Bankruptcy Law. (Section 6.01)
A
default under the indenture means any event which is, or after notice or passage of time would be, an event of default under the indenture.
(Section 1.01) A default under the fourth bullet point above is not an event of default until the trustee or the holders of at least
25% in principal amount of the series notify us of the default and we do not cure the default within the time specified after receipt
of the notice. (Section 6.01)
If
an event of default occurs under the indenture and is continuing on a series, the trustee by notice to us, or the holders of at least
25% in principal amount of the series by notice both to us and to the trustee, may declare the principal of and accrued interest on all
the debt securities of the series to be due and payable immediately. Discounted debt securities may provide that the amount of principal
due upon acceleration is less than the stated principal amount. (Section 6.02)
The
holders of a majority in principal amount of a series of debt securities, by notice to the trustee, may rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree and if all existing events of default on the series have
been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration. (Section 6.02)
If
an event of default occurs and is continuing on a series, the trustee may pursue any available remedy to collect principal or interest
then due on the series, to enforce the performance of any provision applicable to the series or otherwise to protect the rights of the
trustee and holders of the series. (Section 6.03)
The
trustee may require indemnity satisfactory to it before it performs any duty or exercises any right or power under the indenture or the
debt securities which it reasonably believes may expose it to any loss, liability or expense. (Section 7.01) With some limitations,
holders of a majority in principal amount of the debt securities of a series may direct the trustee in its exercise of any trust or power
with respect to that series. (Section 6.05) Except in the case of default in payment on a series, the trustee may withhold notice
of any continuing default if it in good faith determines that withholding the notice is in the interest of holders of the series. (Section 7.04)
We are required to furnish to the trustee annually a brief certificate as to our compliance with all conditions and covenants under the
indenture. (Section 4.04)
The
failure to redeem any debt securities subject to a conditional redemption is not an event of default if any event on which the redemption
is conditioned does not occur and is not waived before the scheduled redemption date. (Section 6.01) Debt securities are subject
to a conditional redemption if the notice of redemption relating to the debt securities provides that it is subject to the occurrence
of any event before the date fixed for the redemption in the notice. (Section 3.04)
The
indenture does not have a cross-default provision. Thus, a default by us on any other debt, including a default on another series of debt
securities issued under the indenture, would not automatically constitute an event of default under the indenture. A securities resolution
may provide for a cross-default provision. In that case, the prospectus supplement will describe the terms of that provision.
Amendments and Waivers
The
indenture and the debt securities, or any coupons, of any series may be amended, and any default may be waived. Unless the securities
resolution provides otherwise, in which event the prospectus supplement will describe the revised provision, we and the trustee may amend
the indenture, the debt securities and any coupons with the written consent of the holders of a majority in principal amount of the debt
securities of all series affected voting as one class. (Section 10.02)
Without
the consent of each debt security holder affected, no amendment or waiver may:
| · | reduce the principal amount of debt securities whose holders must consent to an amendment or waiver; |
| · | reduce the interest on or change the time for payment of interest on any debt security (subject to any
right to defer one or more payments of interest we may have retained in the securities resolution and described in the prospectus supplement); |
| · | change the fixed maturity of any debt security (subject to any right we may have retained in the securities
resolution and described in the prospectus supplement); |
| · | reduce the principal of any non-discounted debt security or reduce the amount of principal of any discounted
debt security that would be due on its acceleration; |
| · | change the currency in which the principal or interest on a debt security is payable; |
| · | make any change that materially adversely affects the right to convert or exchange any debt security; |
| · | waive any default in payment of interest on or principal of a debt security or any default in respect
of a provision that pursuant to the indenture cannot be amended without the consent of each debt security holder affected; or |
| · | make any change in the section of the indenture concerning waiver of past defaults or the section of the
indenture concerning amendments requiring the consent of debt security holders, except to increase the amount of debt securities whose
holders must consent to an amendment or waiver or to provide that other provisions of the indenture cannot be amended or waived without
the consent of each holder of debt securities affected by the amendment or waiver. (Sections 6.04 and 10.02) |
Without
the consent of any debt security holder, we may amend the indenture or the debt securities:
| · | to cure any ambiguity, omission, defect, or inconsistency; |
| · | to provide for the assumption of our obligations to debt security holders by the surviving company in
the event of a merger, consolidation or transfer of all or substantially all of our assets requiring such assumption; |
| · | to provide that specific provisions of the indenture will not apply to a series of debt securities not
previously issued; |
| · | to create a series of debt securities and establish its terms; |
| · | to provide for a separate trustee for one or more series of debt securities; or |
| · | to make any change that does not materially adversely affect the rights of any debt security holder. (Section 10.01) |
Legal Defeasance and
Covenant Defeasance
Debt
securities of a series may be defeased at any time in accordance with their terms and as set forth in the indenture and described briefly
below, unless the securities resolution establishing the terms of the series otherwise provides. Any defeasance may terminate all of our
obligations (with limited exceptions) with respect to a series of debt securities and the indenture (“legal defeasance”),
or it may terminate only our obligations under any restrictive covenants which may be applicable to a particular series (“covenant
defeasance”). (Section 8.01)
We
may exercise our legal defeasance option even though we have also exercised our covenant defeasance option. If we exercise our legal defeasance
option, that series of debt securities may not be accelerated because of an event of default. If we exercise our covenant defeasance option,
that series of debt securities may not be accelerated by reference to any restrictive covenants which may be applicable to that particular
series. (Section 8.01)
To
exercise either defeasance option as to a series of debt securities, we must:
| · | irrevocably deposit in trust with the trustee or another trustee money or U.S. government obligations; |
| · | deliver to the trustee a certificate from a nationally recognized firm of independent accountants expressing
their opinion that the payments of principal and interest when due on the deposited U.S. government obligations, without reinvestment,
plus any deposited money without investment, will provide cash at the times and in the amounts necessary to pay the principal and interest
when due on all debt securities of the series to maturity or redemption, as the case may be; and |
| · | comply with certain other conditions. In particular, we must obtain an opinion of tax counsel that the
defeasance will not result in recognition of any income, gain or loss to holders for federal income tax purposes. (Section 8.02) |
U.S. government
obligations are direct obligations of (a) the United States or (b) an agency or instrumentality of the United States, the payment
of which is unconditionally guaranteed by the United States, which, in either case (a) or (b), have the full faith and credit of
the United States pledged for payment and which are not callable at the issuer’s option. This term also includes certificates representing
an ownership interest in such obligations. (Section 8.02)
Regarding the Trustee
Unless
otherwise indicated in a prospectus supplement, The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Trust Company,
National Association) (successor to Bank One Trust Company, N.A.) (successor to The First National Bank of Chicago) will act as trustee
and registrar for debt securities issued under the indenture, and the trustee will also act as transfer agent and paying agent with respect
to the debt securities. (Section 2.03) We may remove the trustee with or without cause if we notify the trustee three months in advance
and if no default occurs during the three-month period. If the trustee resigns or is removed, or if a vacancy exists in the office of
trustee for any reason, the indenture provides that we must promptly appoint a successor trustee. (Section 7.07) The trustee, in
its individual or any other capacity, may make loans to, accept deposits from, and perform services for us or our affiliates, and may
otherwise deal with us or our affiliates, as if it were not the trustee. (Section 7.02) In addition, the trustee serves as collateral
agent for notes issued by non-utility subsidiaries of We Power.
Governing Law
The
indenture and the debt securities will be governed by and construed in accordance with the laws of the State of Wisconsin, except to the
extent that the Trust Indenture Act of 1939 is applicable.
PLAN OF DISTRIBUTION
We
may sell the debt securities covered by this prospectus in any one or more of the following ways from time to time: (a) to or through
underwriters or dealers; (b) directly to one or more purchasers; (c) through agents; (d) through competitive bidding; or
(e) any combination of the above. The prospectus supplement will set forth the terms of the offering of the debt securities being
offered thereby, including the name or names of any underwriters, the purchase price of those debt securities and the proceeds to us from
such sale, any underwriting discounts and other items constituting underwriters’ compensation, any initial public offering price,
any discounts or concessions allowed or reallowed or paid to dealers, and any securities exchange on which those debt securities may be
listed. Only underwriters so named in the applicable prospectus supplement are deemed to be underwriters in connection with the debt securities
offered thereby.
If
underwriters are used in the sale, the debt securities will be acquired by the underwriters for their own account and may be resold from
time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined
at the time of sale. Unless otherwise described in the applicable prospectus supplement, the obligations of the underwriters to purchase
those debt securities will be subject to certain conditions precedent, and the underwriters will be obligated to purchase all the debt
securities of the series offered by us and described in the applicable prospectus supplement if any of those debt securities are purchased.
Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to
time.
Debt
securities may also be offered and sold, if so indicated in the prospectus supplement, in connection with a remarketing upon their purchase,
in accordance with a redemption or repayment pursuant to their terms, by one or more firms (“remarketing firms”) acting as
principals for their own accounts or as agents for us. Any remarketing firm will be identified and the terms of its agreement, if any,
with us and its compensation will be described in the prospectus supplement. Remarketing firms may be deemed to be underwriters in connection
with the debt securities remarketed thereby.
Debt
securities may also be sold directly by us or through agents designated by us from time to time. Any agent involved in the offering and
sale of the debt securities in respect of which this prospectus is delivered will be named, and any commissions payable by us to such
agent will be set forth, in the prospectus supplement. Unless otherwise indicated in the prospectus supplement, any such agent will be
acting on a best efforts basis for the period of its appointment.
If
so indicated in the prospectus supplement, we will authorize agents, underwriters or dealers to solicit offers by certain institutional
investors to purchase debt securities providing for payment and delivery on a future date specified in the prospectus supplement. There
may be limitations on the minimum amount which may be purchased by any such institutional investor or on the portion of the aggregate
principal amount of the particular debt securities which may be sold pursuant to such arrangements. Institutional investors to which such
offers may be made, when authorized, include commercial and savings banks, insurance companies, pension funds, investment companies, educational
and charitable institutions and such other institutions as may be approved by us. The obligations of any such purchasers pursuant to such
delayed delivery and payment arrangements will not be subject to any conditions except (a) the purchase by an institution of the
particular debt securities must not at the time of delivery be prohibited under the laws of any jurisdiction in the United States
to which such institution is subject, and (b) if the particular debt securities are being sold to underwriters, we must have sold
to such underwriters all of those debt securities other than the debt securities covered by such arrangements. Underwriters will not have
any responsibility in respect of the validity of such arrangements or the performance by us or such institutional investors thereunder.
If
any underwriter or any selling group member intends to engage in stabilizing transactions, syndicate short covering transactions, penalty
bids or any other transaction in connection with the offering of debt securities that may stabilize, maintain, or otherwise affect the
price of those debt securities, such intention and a description of such transactions will be described in the prospectus supplement.
Agents
and underwriters may be entitled under agreements entered into with us to indemnification by us against certain civil liabilities, including
liabilities under the Securities Act of 1933, or to contribution with respect to payments which the agents or underwriters may be required
to make in respect thereof. Agents and underwriters may engage in transactions with, or perform services for, us and our subsidiaries
in the ordinary course of business.
LEGAL MATTERS
Unless
otherwise indicated in the applicable prospectus supplement, various legal matters in connection with the debt securities will be passed
upon (a) for us by Troutman Pepper Hamilton Sanders LLP, Atlanta, Georgia, and (b) for any underwriters by Hunton Andrews Kurth
LLP, New York, New York. Unless otherwise indicated in the applicable prospectus supplement,
Joshua M. Erickson, Vice President and Deputy General Counsel of WEC Business Services LLC, will pass upon the validity of the debt securities,
as well as certain other legal matters, on our behalf. Mr. Erickson is the beneficial owner of less than 0.01% of our common stock.
EXPERTS
The
consolidated financial statements, and the related financial statement schedules, as of December 31, 2020 and 2019, and for each
of the three years in the period ended December 31, 2020, incorporated in this prospectus by reference from our Annual Report on
Form 10-K for the year ended December 31, 2020, and the effectiveness of our internal control over financial reporting have
been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports. Such consolidated
financial statements and related financial statement schedules are incorporated by reference in reliance upon the reports of such firm
given their authority as experts in accounting and auditing.
WHERE YOU CAN FIND
MORE INFORMATION
We
file annual, quarterly and current reports, as well as registration and proxy statements and other information, with the SEC under File
No. 001-09057. Our SEC filings are available to the public over the Internet at the SEC’s web site at http://www.sec.gov and
through our own web site at www.wecenergygroup.com. Except for the documents filed with the SEC and incorporated by reference into this
prospectus, the other information on, or accessible from, our web site is not a part of, and is not incorporated by reference in, this
prospectus.
The
SEC allows us to “incorporate by reference” into this prospectus the information we file with it. This means that we can disclose
important information to you by referring you to those documents. The information we incorporate by reference is considered a part of
this prospectus, and later information we file with the SEC will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 until this offering is completed:
| · | Current Reports on Form 8-K filed March 12, 2021, March 19, 2021, March 30, 2021, May 11, 2021, August 12, 2021, October 21, 2021 and October 25, 2021. |
No
information furnished under Items 2.02 or 7.01 of any Current Report on Form 8-K will be incorporated by reference in this prospectus
unless specifically stated otherwise. You may request a copy of these documents at no cost by calling or writing to us at the following
address:
WEC
Energy Group, Inc.
231 West
Michigan Street
P.
O. Box 1331
Milwaukee,
Wisconsin 53201
Attn:
Corporate Secretary
Telephone:
(414) 221-2345
You
should rely only on the information provided in or incorporated by reference (and not later changed) in this prospectus or any prospectus
supplement. We have not authorized anyone else to provide you with additional or different information. We are not making an offer of
any securities in any state where the offer is not permitted. You should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those documents.
$
% Senior Notes due , 20
% Senior Notes due , 20
PROSPECTUS SUPPLEMENT
January , 2023
Joint Book-Running Managers
Barclays |
J.P. Morgan |
Morgan Stanley |
Wells Fargo Securities |
Co-Managers
|
Goldman Sachs & Co. LLC |
Ramirez & Co., Inc. |
|
Wisconsin Electric Power (QB) (USOTC:WELPM)
Historical Stock Chart
From Aug 2024 to Sep 2024
Wisconsin Electric Power (QB) (USOTC:WELPM)
Historical Stock Chart
From Sep 2023 to Sep 2024