As filed with the Securities and Exchange Commission
on May 21, 2024.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WISCONSIN ELECTRIC POWER COMPANY
(Exact name of registrant as specified in its charter)
Wisconsin
(State or other jurisdiction of
incorporation or organization)
39-0476280
(I.R.S. Employer
Identification Number)
231 West Michigan Street
P.O. Box 2046
Milwaukee, Wisconsin 53201
(414) 221-2345
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Anthony L. Reese
Vice President and Treasurer
Wisconsin Electric Power Company
231 West Michigan Street
P.O. Box 2046
Milwaukee, Wisconsin 53201
(414) 221-2345
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
| Joshua M. Erickson |
Eric A. Koontz |
| Vice President and Deputy General Counsel |
Troutman Pepper Hamilton Sanders LLP |
| WEC Business Services LLC |
600 Peachtree Street, NE, Suite 3000 |
|
231 West Michigan Street
P.O. Box 2046 |
Atlanta, GA 30308
(404) 885-3000 |
| Milwaukee, Wisconsin 53201 |
|
| (414) 221-2345 |
|
Approximate date of commencement
of proposed sale to the public: From time to time after this Registration Statement becomes effective as the registrant shall determine
in light of market conditions and other factors.
If the only securities being registered
on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement
pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment
to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ |
|
Accelerated filer ¨ |
| Non-accelerated filer x |
|
Smaller reporting company ¨
Emerging growth company ¨ |
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ¨
The registrant hereby amends this
registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further
amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until this registration statement shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
The information in this prospectus is not complete
and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission
is effective. This prospectus is not an offer to sell these securities, and we are not soliciting offers to buy these securities, in any
state where the offer or sale is not permitted.
Subject to Completion, Dated
May 21, 2024
PROSPECTUS
$3,500,000,000
WISCONSIN ELECTRIC POWER COMPANY
Debt Securities
Wisconsin Electric Power Company may issue and
sell debt securities to the public. 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.
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 ,
2024.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
In this prospectus, “we,” “us,”
“our” and “Wisconsin Electric” refer to Wisconsin Electric Power Company, unless the context indicates otherwise.
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 offer 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 offer. 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
whom 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 debt securities of Wisconsin Electric
involves risk. Please see the risk factors under the heading “Risk Factors” described in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023, which is incorporated by reference in this prospectus and which may be amended,
supplemented or superseded from time to time by other reports we file with the SEC in the future. 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”), and Section 21E
of the Securities Exchange Act of 1934, as amended (the “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, 2023, 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, 2023, 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.
WISCONSIN ELECTRIC POWER COMPANY
Wisconsin Electric Power Company, a subsidiary
of WEC Energy Group, Inc. (“WEC Energy Group”), was incorporated in the State of Wisconsin in 1896. Our principal executive
offices are located at 231 West Michigan Street, P.O. Box 2046, Milwaukee, Wisconsin, 53201, and our telephone number is (414) 221-2345.
We derive revenues primarily from the distribution
and sale of electricity and natural gas to retail customers in Wisconsin. We also have a steam utility that generates, distributes and
sells steam to customers in metropolitan Milwaukee, Wisconsin. We have combined common functions with Wisconsin Gas LLC, another subsidiary
of WEC Energy Group, and operate under the trade name “We Energies.” We conduct our business primarily through our utility
reportable segment.
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 repay short-term debt
incurred to fund, our continuing construction program to provide services to new and existing utility customers in our service area and
to improve and modernize our facilities, (b) to repay and/or refinance debt, (c) for investments, and/or (d) 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
We will issue any new debt securities, which will
be our direct unsecured general obligations, in one or more series under the indenture between us and U.S. Bank Trust Company, National
Association (as successor to Firstar Trust Company), as trustee, dated as of December 1, 1995, and under a securities resolution,
which may be in the form of a resolution or a supplemental indenture, authorizing the particular series. At March 31, 2024, the aggregate
principal amount of debt securities outstanding under the indenture was approximately $3.3 billion. In addition, on May 14, 2024,
we issued an additional $350 million aggregate amount of debt securities under the indenture. 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.
We have summarized selected provisions of the indenture
and the debt securities that we may offer hereby. 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 or other filings incorporated by reference
in this prospectus. 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 or other filings incorporated by reference in this prospectus.
You should read the indenture and the applicable securities resolution for other provisions that may be important to you. In the summary
below, 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. |
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.
Most of our fixed properties and franchises are
subject to the lien of the Mortgage and Deed of Trust dated October 28, 1938, between us and U.S. Bank Trust Company, National
Association (as successor to First Wisconsin Trust Company), as trustee, which we refer to in this prospectus as the first mortgage
bond indenture, under which we may issue first mortgage bonds. See “Certain Covenants” below for additional information.
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 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 the covenant referred to below under “Limitations on Liens” applies and 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; 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 the applicable 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 debt securities registered with our
registrar 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)
Certain Covenants
The debt securities will not be secured by any
properties or assets and will represent our unsecured debt. The indenture does not limit the amount of unsecured debt that we can incur.
As indicated above, most of our fixed properties and franchises are subject to the lien of the first mortgage bond indenture, under which
we may issue first mortgage bonds.
As discussed below, the indenture includes limitations
on our ability to create liens. These limitations will apply if the securities resolution establishing the terms of a series so provides.
If applicable, the limitations are subject to a number of qualifications and exceptions. As of March 31, 2024, we had no first mortgage
bonds or other secured debt outstanding. The indenture does not limit the amount of debt securities we can issue under it and does not
limit our ability to issue first mortgage bonds in the future or to enter into sale and leaseback transactions. As of March 31, 2024,
we estimate that we would be permitted to issue up to approximately $9.5 billion of first mortgage bonds under the existing terms of the
first mortgage bond indenture. As there are no bonds presently outstanding under the first mortgage bond indenture, there are no consents
required or other restrictions on our ability to amend the first mortgage bond indenture for any purpose, including to permit the issuance
of a greater amount of first mortgage bonds than would be permitted under the existing terms of the first mortgage bond indenture.
The covenant regarding limitations on liens described
below will apply to a series of debt securities to the extent indicated in the related prospectus supplement. Any obligations under that
covenant are subject to termination upon defeasance. See “Legal Defeasance and Covenant Defeasance” below.
Also, as noted above, unless otherwise indicated
in a prospectus supplement, the indenture does not include a covenant which would afford holders of the debt securities protection in
the event of a highly leveraged or other transaction that may adversely affect them.
Limitations on Liens
The indenture provides that, so long as there remain
outstanding any debt securities of any series to which this limitation applies, and subject to termination as referred to above, we will
not, and will not permit any subsidiary to, create or suffer to be created or to exist any mortgage, pledge, security interest, or other
lien on any of our properties or assets now owned or later acquired to secure any indebtedness, without making effective provision so
that the debt securities of that series will be equally and ratably secured. The indenture defines the term “subsidiary” to
mean a corporation a majority of whose voting stock is owned by us or one of our subsidiaries. This restriction does not apply to or prevent
the creation or existence of:
| ● | the existing mortgage that will secure any first mortgage bonds that we may issue in the future under the first mortgage bond indenture
or any supplemental indenture subjecting any property to the lien of the mortgage or confirming the lien of the mortgage upon any property,
whether owned before or acquired after the date of the indenture; |
| ● | liens on property existing at the time of acquisition or construction of the property (or created within one year after completion
of the acquisition or construction), whether by purchase, merger, construction or otherwise (or on the property of a subsidiary at the
date it became a subsidiary), or to secure the payment of all or any part of the purchase price or construction cost thereof, including
the extension of those liens to repairs, renewals, replacements, substitutions, betterments, additions, extensions and improvements then
or later made on the property subject to the lien; |
| ● | any extensions, renewals or replacements, or successive extensions, renewals or replacements, in whole or in part, of liens permitted
by either of the first two bullet points above; |
| ● | the pledge of any bonds or other securities at any time issued under any of the liens permitted by any of the first three bullet points
above; or |
| ● | permitted encumbrances. (Section 4.07) |
“Permitted encumbrances” means liens
of the types customarily permitted by indentures for utility debt securities, including, among other items:
| ● | the pledge or assignment in the ordinary course of business of electricity, gas (either natural or artificial) or steam, accounts
receivable or customers’ installment paper; |
| ● | taxes, assessments or governmental charges for the then current year and taxes, assessments or governmental charges not then delinquent, |
| ● | liens for workers’ compensation awards and similar obligations not then delinquent, |
| ● | mechanics’, laborers’, materialmen’s and similar liens not then delinquent, and |
| ● | liens of these types, whether or not delinquent, whose validity is being contested in good faith by us or a subsidiary; |
| ● | the lien of judgments covered by insurance, or upon appeal and covered, if necessary, by the filing of an appeal bond, or other judgment
liens not exceeding at any one time an aggregate of $1,000,000; |
| ● | easements or reservations in respect of our property or property of a subsidiary for the purpose of roads, pipelines, utility transmission
and distribution lines or other rights-of-way and similar purposes; |
| ● | zoning ordinances, regulations, reservations, restrictions, covenants, party wall agreements, conditions of record and other encumbrances,
other than to secure the payment of money, none of which, in the opinion of counsel, are such as to interfere with the proper operation
and development of the affected property for its intended use in our business or the business of our subsidiaries; |
| ● | any defects of title and any terms, conditions, agreements, covenants, exceptions and reservations in deeds or other instruments under
which we or a subsidiary has acquired or may in the future acquire any property, none of which, in the opinion of counsel, materially
adversely affects the operation of our properties and those of our subsidiaries, taken as a whole; |
| ● | rights reserved to or vested in others to take or receive any part of the electricity, gas (either natural or artificial), steam or
any by-products generated or produced by or from any of our properties or with respect to any other rights concerning electricity, gas
(either natural or artificial) or steam supply, transportation or storage which are in use in the ordinary course of the electricity,
gas (either natural or artificial) or steam business; |
| ● | liens created or assumed by us or our subsidiaries in connection with the issuance of tax-exempt state and local bonds for purposes
of financing, in whole or in part, the acquisition or construction of property to be used by us or our subsidiaries, provided the liens
are limited to the property financed and the related real estate; |
| ● | liens against our property or property of a subsidiary at the time a person consolidates with or merges into, or transfers all or
substantially all of its assets to, us or a subsidiary, provided that in the opinion of our board of directors or our management, as evidenced
by a certified board resolution or an officers’ certificate delivered to the trustee, the property acquired pursuant to the consolidation,
merger or asset transfer is adequate security for the lien; and |
| ● | liens or encumbrances not otherwise permitted if, at the time of incurrence of and after giving effect to these liens or encumbrances,
the aggregate of all of our and our subsidiaries’ obligations secured thereby does not exceed 10% of tangible net worth. For this
purpose “tangible net worth” means common stockholders’ equity appearing on our most recent balance sheet, or consolidated
balance sheet including our subsidiaries if we have one or more consolidated subsidiaries, prepared in accordance with generally accepted
accounting principles less intangible assets, other than intangible assets recoverable through rates as prescribed by applicable regulatory
authorities. (Section 4.06) |
Further, this restriction will not apply to or
prevent the creation or existence of leases made, or existing on property acquired, in the ordinary course of business. (Section 4.07)
Other Covenants
Any other 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. As indicated above, most of our fixed
properties and franchises are subject to the lien of the first mortgage bond indenture, under which we may issue first mortgage bonds.
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, 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; |
| ● | that company assumes by supplemental indenture all of our obligations under the indenture, the debt securities and any coupons; 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. Following substitution, 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 the change, 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 or 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, passage of time, or both, 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 with respect to a series, the trustee by notice to us, or the holders of at least 25% in principal amount of that series
by notice both to us and to the trustee, may declare the principal of and accrued interest on all the debt securities of that 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 that 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 that series, to enforce the performance
of any provision applicable to that series or otherwise to protect the rights of the trustee and holders of that 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 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
As described below, 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 debt securities, the indenture
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 9.02) Except as described in the next paragraph, a default on a series may be waived with the consent
of the holders of a majority in principal amount of the debt securities of the series. (Section 6.04)
However, 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; |
| ● | 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 the 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; |
| ● | 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 sections of the indenture that require the consent of each debt security holder affected, 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 9.02) |
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 that 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 9.01) |
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”).
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 that 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. |
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 those
obligations. (Section 8.02)
Regarding the Trustee
Unless otherwise indicated in a prospectus supplement,
U.S. Bank Trust Company, National Association (as successor to Firstar Trust Company) 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 six months in advance and if
no default occurs or is continuing during the six-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) The trustee is also trustee under the first
mortgage bond indenture and provides services for us and some of our affiliates, including WEC Energy Group, as a depository of funds,
registrar, member of bank groups providing back-up credit facilities and term loans to us and our affiliates, trustee under other indentures
and similar services.
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. 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 shall 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 shall 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, 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, 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 WEC Energy Group’s common stock. Unless otherwise indicated in the applicable prospectus supplement, various legal matters in
connection with the debt securities will be passed upon for us by Troutman Pepper Hamilton Sanders LLP, Atlanta, Georgia. Unless otherwise
indicated in the applicable prospectus supplement, various legal matters in connection with the debt securities will be passed upon for
any underwriters by Hunton Andrews Kurth LLP, New York, New York.
EXPERTS
The consolidated financial statements, and the
related financial statement schedule, as of December 31, 2023 and 2022, and for each of the three years in the period ended December 31,
2023, incorporated by reference in this prospectus by reference to our Annual Report on Form 10-K for the year ended December 31, 2023, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report.
Such consolidated financial statements and financial statement schedule are so incorporated by reference in reliance upon the report 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 information statements and other information, with the SEC under File No. 001-01245. Our SEC filings
are available to the public over the Internet at the SEC’s website at http://www.sec.gov as well as on WEC Energy Group’s
website, www.wecenergygroup.com. The information contained on, or accessible from, WEC Energy Group’s website is not a part
of, and is not incorporated 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 Exchange Act subsequent to the date of the filing
of the registration statement of which this prospectus is a part and prior to the date of effectiveness of such registration statement
and subsequent to the date of this prospectus until this offering is completed:
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.
We will provide to each person, including any beneficial owner, to whom this prospectus is delivered, a copy of any or all of the documents
incorporated by reference in this prospectus, at no cost, upon written or oral request at the following address:
Wisconsin Electric Power Company
231 West Michigan Street
P. O. Box 2046
Milwaukee, Wisconsin 53201
Attn: General Counsel and 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.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated costs
and expenses, other than underwriting discounts, payable by the registrant in connection with the offering of the securities being registered.
| SEC registration fee (actual) | |
$ | 457,560 | |
| Trustee’s fees and expenses | |
| 20,000 | |
| Printing fees and expenses | |
| 50,000 | |
| Legal fees and expenses | |
| 575,000 | |
| Accountants’ fees and expenses | |
| 575,000 | |
| Rating agencies’ fees and expenses | |
| 6,865,000 | |
| Miscellaneous expenses | |
| 5,000 | |
| Total | |
$ | 8,547,560 | * |
* Each prospectus supplement will reflect estimated expenses based
upon the amount of the related offering.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Wisconsin Electric Power Company (“Wisconsin
Electric” or the “Company”) is incorporated under the Wisconsin Business Corporation Law (the “WBCL”).
Under Section 180.0851(1) of the WBCL,
Wisconsin Electric is required to indemnify a director or officer, to the extent such person is successful on the merits or otherwise
in the defense of a proceeding, for all reasonable expenses incurred in the proceeding if such person was a party because he or she was
a director or officer of Wisconsin Electric. In all other cases, Wisconsin Electric is required by Section 180.0851(2) to indemnify
a director or officer against liability incurred in a proceeding to which such person was a party because he or she was a director or
officer of Wisconsin Electric, unless it is determined that he or she breached or failed to perform a duty owed to Wisconsin Electric
and the breach or failure to perform constitutes: (i) a willful failure to deal fairly with Wisconsin Electric or its shareholders
in connection with a matter in which the director or officer has a material conflict of interest; (ii) a violation of criminal law,
unless the director or officer had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or
her conduct was unlawful; (iii) a transaction from which the director or officer derived an improper personal profit; or (iv) willful
misconduct.
Section 180.0858(1) of the WBCL provides
that, subject to certain limitations, the mandatory indemnification provisions do not preclude any additional right to indemnification
or allowance of expenses that a director or officer may have under Wisconsin Electric’s Restated Articles of Incorporation or Bylaws,
any written agreement or a resolution of the board of directors or shareholders.
Section 180.0859 of the WBCL provides that
it is the public policy of the State of Wisconsin to require or permit indemnification, allowance of expenses and insurance, to the extent
required or permitted under Sections 180.0850 to 180.0858 of the WBCL, for any liability incurred in connection with a proceeding
involving a federal or state statute, rule or regulation regulating the offer, sale or purchase of securities.
Section 180.0828 of the WBCL provides that,
with certain exceptions, a director is not liable to a corporation, its shareholders, or any person asserting rights on behalf of the
corporation or its shareholders, for damages, settlements, fees, fines, penalties or other monetary liabilities arising from a breach
of, or failure to perform, any duty resulting solely from his or her status as a director, unless the person asserting liability proves
that the breach or failure to perform constitutes any of the four exceptions to mandatory indemnification under Section 180.0851(2) referred
to above.
Under Section 180.0833 of the WBCL, directors
of Wisconsin Electric against whom claims are asserted with respect to the declaration of improper dividends or distributions to shareholders
or certain other improper acts which they approved are entitled to contribution from other directors who approved such actions and from
shareholders who knowingly accepted an improper dividend or distribution, as provided therein.
Articles V and VI of Wisconsin Electric’s
Bylaws provide that Wisconsin Electric will indemnify to the fullest extent permitted by law any person who is or was a party or threatened
to be made a party to any legal proceeding by reason of the fact that such person is or was a director or officer of Wisconsin Electric,
or is or was serving at the request of Wisconsin Electric as a director or officer of another enterprise, against expenses (including
attorney fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such
legal proceeding. Wisconsin Electric’s Restated Articles of Incorporation and Bylaws do not limit the indemnification to which directors
and officers are entitled under the WBCL.
Underwriting or purchase agreements entered into
by Wisconsin Electric in connection with the securities being registered may provide for indemnification of directors, officers and controlling
persons of Wisconsin Electric against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities
Act”).
Officers and directors of Wisconsin Electric are
covered by insurance policies purchased by Wisconsin Electric or its parent, WEC Energy Group, Inc., under which they are insured
(subject to exceptions and limitations specified in the policies) against expenses and liabilities arising out of actions, suits or proceedings
to which they are parties by reason of being or having been such directors or officers.
ITEM 16. EXHIBITS
| Exhibit No. |
| Description
of Document |
| 1.1 | | Form of Underwriting Agreement for Debt Securities (to be filed by amendment or as an exhibit to a Current Report on Form 8-K). |
| 4.14 | | Form of Securities Resolution for Debt Securities (to be filed by amendment or as an exhibit to a Current Report on Form 8-K). |
ITEM 17. UNDERTAKINGS
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission (“SEC”) pursuant
to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than 20% change
in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Table” or “Calculation of Registration
Fee” table, as applicable, in the effective Registration Statement; and
(iii) To include any material information
with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information
in the Registration Statement;
provided, however, that paragraphs (a)(1)(i),
(a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are incorporated by reference in the Registration
Statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) under the Securities Act that is part of the
Registration Statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act to any purchaser:
(i)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the Registration Statement
as of the date the filed prospectus was deemed part of and included in the Registration Statement; and
(ii)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a Registration Statement
in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing
the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the Registration
Statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of
sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the Registration Statement relating
to the securities in the Registration Statement to which that prospectus relates, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a Registration Statement or prospectus
that is part of the Registration Statement or made in a document incorporated or deemed incorporated by reference into the Registration
Statement or prospectus that is part of the Registration Statement will, as to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made in the Registration Statement or prospectus that was part of the Registration
Statement or made in any such document immediately prior to such effective date.
(5)
That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution
of the securities:
The undersigned registrant undertakes that in a primary offering
of securities of the undersigned registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications,
the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating
to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the
registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated
by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3
and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Milwaukee, Wisconsin, on this 21st day of May 2024.
| |
Wisconsin Electric Power Company |
| |
|
| |
By: |
/s/ Scott J. Lauber |
| |
|
Scott J. Lauber |
| |
|
Chairman of the Board and Chief Executive Officer and Director |
The persons whose signatures appear below hereby
severally constitute and appoint Scott J. Lauber , Xia Liu, and Anthony L. Reese, and each of them singly, our true and lawful attorneys
with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, any and all pre-effective
and post-effective amendments to the Registration Statement, including any registration statement filed pursuant to Rule 462(b) under
the Securities Act, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to
enable the registrant to comply with the provisions of the Securities Act and all requirements of the SEC, hereby ratifying and confirming
our signatures as they may be signed by our said attorneys or any of them, to any and all amendments to the Registration Statement and
any registration statement filed pursuant to Rule 462(b) under the Securities Act.
Pursuant to the requirements of the Securities
Act, this Registration Statement has been signed by the following persons in the capacities indicated below on this 21st day of May,
2024:
| /s/ Scott J. Lauber |
|
Chairman of the Board and Chief Executive Officer
and Director (Principal Executive Officer) |
| Scott J. Lauber |
|
|
| |
|
|
| /s/ Xia Liu |
|
Executive Vice President and Chief Financial Officer and Director (Principal Financial Officer) |
| Xia Liu |
|
|
| |
|
|
| /s/ William J. Guc |
|
Vice President, Controller and Assistant Corporate Secretary (Principal Accounting Officer) |
| William J. Guc |
|
|
| |
|
|
| /s/ Michael W. Hooper |
|
Director |
| Michael W. Hooper |
|
|
| |
|
|
| /s/ Kyle A. Hoops |
|
Director |
| Kyle A. Hoops |
|
|
| |
|
|
| /s/ Margaret C. Kelsey |
|
Director |
| Margaret C. Kelsey |
|
|
|
/s/ William Mastoris |
|
Director |
| William Mastoris |
|
|
Exhibit 5.1
[Wisconsin Electric Power Company Letterhead]
May 21, 2024
Wisconsin Electric Power Company
231 West Michigan Street
P. O. Box 2046
Milwaukee, WI 53201
Ladies and Gentlemen:
As Vice President and Deputy General Counsel of
WEC Business Services LLC, a Wisconsin limited liability company, I am providing this opinion in connection with, and refer to, the
Registration Statement on Form S-3 (the “Registration Statement”) being filed by Wisconsin Electric Power Company (the
“Company”) with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended
(the “Securities Act”), with respect to the proposed offering, pursuant to the prospectus (the “Prospectus”) contained
in the Registration Statement, of up to $3,500,000,000 aggregate principal amount of one or more new series of debt securities to be issued
by the Company (each such series being hereinafter referred to as a “Series” or “Series of Securities” and
collectively as the “Securities”).
In the capacity described above, I have examined
(i) the Registration Statement, (ii) the Indenture dated as of December 1, 1995 (including, as exhibits, forms of Registered
Security and Bearer Security thereunder) between the Company and U.S. Bank Trust Company, National Association (as successor to Firstar
Trust Company), as Trustee (the “Indenture”), providing for the issuance of the Securities from time to time in one or more
Series, pursuant to the terms of one or more resolutions or supplemental indentures creating such Series (“Securities Resolution(s)”),
(iii) corporate proceedings of the Company relating to the Registration Statement and the Securities, and (iv) such other documents
and records, and such matters of law, as I have deemed necessary or advisable for the purposes of this opinion.
On the basis of the foregoing, I advise you
that, in my opinion, when (a) the Registration Statement, as it may have been amended or supplemented, shall have become effective
under the Securities Act, (b) the final terms of the Series of Securities have been established pursuant to a Securities Resolution
which has been duly adopted, or if in the form of a supplemental indenture, duly executed and delivered by the Company and the Trustee,
(c) all requisite approvals of the Public Service Commission of Wisconsin and any other necessary regulatory approvals with respect
to the Series of Securities shall have been obtained and shall be in effect at the time of the issuance of such Series, and (d) the
Securities have been duly executed by the Company and authenticated by the Trustee in accordance with the Indenture and delivered to and
paid for by the purchasers thereof as contemplated by the Registration Statement, the Prospectus and any prospectus supplement related
thereto, the Securities will constitute legally issued, valid and binding obligations of the Company, enforceable against the Company
in accordance with the terms thereof and will be entitled to the benefits of the Indenture, subject to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general
equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
I am a member of the bar of the State of Wisconsin
and do not hold myself out to be an expert on the laws of any other state. In connection herewith, I express no opinion on the laws
of any jurisdiction other than the federal laws of the United States and the laws of the State of Wisconsin.
I consent to (a) the filing of this opinion
with the SEC as an exhibit to the Registration Statement, and (b) the references made to me under the caption “Legal Matters”
in the Prospectus constituting a part of the Registration Statement. In giving this consent, I do not admit that I come within the
category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations of the SEC
thereunder.
| |
Very truly yours,
|
| |
|
| |
/s/ Joshua M. Erickson |
| |
Joshua M. Erickson |
| |
Vice President and Deputy General Counsel |
| |
WEC Business Services LLC |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement
on Form S-3 of our report dated February 22, 2024, relating to the consolidated financial statements and financial statement
schedule of Wisconsin Electric Power Company appearing in the Annual Report on Form 10-K of Wisconsin Electric Power Company for
the year ended December 31, 2023. We also consent to the reference to us under the heading "Experts" in the Prospectus,
which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
May 21, 2024
Exhibit 25.1
securities
and exchange commission
Washington, D.C. 20549
FORM T-1
Statement
of Eligibility Under
The
Trust Indenture Act of 1939 of a
Corporation
Designated to Act as Trustee
Check if an Application to Determine Eligibility
of
a Trustee Pursuant to Section 305(b)(2) ¨
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
91-1821036
I.R.S. Employer Identification No.
|
800 Nicollet Mall
Minneapolis, Minnesota |
55402 |
| (Address of principal executive offices) |
(Zip Code) |
Yvonne Siira
U.S. Bank Trust Company, National Association
1555 North RiverCenter Drive, Suite 203
Milwaukee, WI 53212
(414) 905-5010
(Name, address and telephone number of agent for
service)
Wisconsin Electric Power Company
(Issuer with respect to the Securities)
| Wisconsin |
39-0476280 |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| |
|
|
231 West Michigan Street
P.O. Box 2046
Milwaukee, Wisconsin |
53201 |
| (Address of Principal Executive Offices) |
(Zip Code) |
| |
|
Debt Securities
(Title of the Indenture
Securities)
FORM T-1
Item 1. GENERAL INFORMATION.
Furnish the following information as to the Trustee.
| a) | Name and address of each examining or supervising authority to which it is subject. |
Comptroller of the Currency
Washington, D.C.
b) Whether
it is authorized to exercise corporate trust powers.
Yes
Item 2. AFFILIATIONS WITH THE
OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.
None
Items 3-15 Items 3-15 are not
applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts
as Trustee.
Item 16. LIST OF EXHIBITS:
List below all exhibits filed as a part of this statement of eligibility and qualification.
| 1. | A copy of the Articles of Association of the Trustee, attached
as Exhibit 1. |
| 2. | A copy of the certificate of authority of the Trustee to commence
business, attached as Exhibit 2. |
| 3. | A copy of the authorization of the Trustee to exercise corporate
trust powers, included as Exhibit 2. |
| 4. | A copy of the existing bylaws of the Trustee, attached as Exhibit 4. |
| 5. | A copy of each Indenture referred to in Item 4. Not applicable. |
| 6. | The consent of the Trustee required by Section 321(b) of
the Trust Indenture Act of 1939, attached as Exhibit 6. |
| 7. | Report of Condition of the Trustee as of March 31, 2024,
published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. |
SIGNATURE
Pursuant to the requirements
of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a
national banking association organized and existing under the laws of the United States of America, has duly caused this statement of
eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Milwaukee,
State of Wisconsin on the 21st of May, 2024.
| |
By: |
/s/ Yvonne Siira |
| |
|
Yvonne Siira |
| |
|
Vice President |
Exhibit 1
ARTICLES OF ASSOCIATION
OF
U. S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
For the purpose of organizing an association (the
“Association”) to perform any lawful activities of national banks, the undersigned enter into the following Articles of Association:
FIRST. The
title of this Association shall be U. S. Bank Trust Company, National Association.
SECOND. The
main office of the Association shall be in the city of Portland, county of Multnomah, state of Oregon. The business of the Association
will be limited to fiduciary powers and the support of activities incidental to the exercise of those powers. The Association may not
expand or alter its business beyond that stated in this article without the prior approval of the Comptroller of the Currency.
THIRD. The board of directors of the Association
shall consist of not less than five nor more than twenty-five persons, the exact number to be fixed and determined from time to time by
resolution of a majority of the full board of directors or by resolution of a majority of the shareholders at any annual or special meeting
thereof. Each director shall own common or preferred stock of the Association or of a holding company owning the Association, with an
aggregate par, fair market, or equity value of not less than $1,000, as of either (i) the date of purchase, (ii) the date the
person became a director, or (iii) the date of that person's most recent election to the board of directors, whichever is more recent.
Any combination of common or preferred stock of the Association or holding company may be used.
Any vacancy in the board of directors may be filled
by action of a majority of the remaining directors between meetings of shareholders. The board of directors may increase the number of
directors up to the maximum permitted by law. Terms of directors, including directors selected to fill vacancies, shall expire at the
next regular meeting of shareholders at which directors are elected, unless the directors resign or are removed from office. Despite the
expiration of a director's term, the director shall continue to serve until his or her successor is elected and qualified or until there
is a decrease in the number of directors and his or her position is eliminated.
Honorary or advisory members of the board of directors,
without voting power or power of final decision in matters concerning the business of the Association, may be appointed by resolution
of a majority of the full board of directors, or by resolution of shareholders at any annual or special meeting. Honorary or advisory
directors shall not be counted to determined the number of directors of the Association or the presence of a quorum in connection with
any board action, and shall not be required to own qualifying shares.
FOURTH. There shall be an annual meeting
of the shareholders to elect directors and transact whatever other business may be brought before the meeting. It shall be held at the
main office or any other convenient place the board of directors may designate, on the day of each year specified therefor in the Bylaws,
or if that day falls on a legal holiday in the state in which the
Association is located, on the next following
banking day. If no election is held on the day fixed or in the event of
a legal holiday on the following banking day, an election may be held on any subsequent day within 60 days of the day fixed, to be designated
by the board of directors, or, if the directors fail to fix the day, by
shareholders representing two-thirds of the shares issued and outstanding. In all cases, at least 10 days’ advance notice of the
meeting shall be given to the shareholders by first-class mail.
In all elections of directors, the number of votes
each common shareholder may cast will be determined by multiplying the number of shares he or she owns by the number of directors to be
elected. Those votes may be cumulated and cast for a single candidate or may be distributed among two or more candidates in the manner
selected by the shareholder. On all other questions, each common shareholder shall be entitled to one vote for each share of stock held
by him or her.
A director may
resign at any time by delivering written notice to the board of directors, its chairperson, or to the Association, which resignation shall
be effective when the notice is delivered unless the notice specifies a later effective date.
A director may be removed by the shareholders
at a meeting called to remove him or her, when notice of the meeting stating that the purpose or one of the purposes is to remove him
or her is provided, if there is a failure to fulfill one of the affirmative
requirements for qualification, or for cause; provided, however, that a director may not be removed if
the number of votes sufficient to elect him or her under cumulative voting is voted against his or her removal.
FIFTH. The authorized amount of capital
stock of the Association shall be 1,000,000 shares of common stock of the par value of ten dollars ($10) each; but said capital stock
may be increased or decreased from time to time, according to the provisions of the laws of the United States. The Association shall have
only one class of capital stock.
No holder of shares of the capital stock of any
class of the Association shall have any preemptive or preferential right of subscription to any shares of any class of stock of the Association,
whether now or hereafter authorized, or to any obligations convertible into stock of the Association, issued, or sold, nor any right of
subscription to any thereof other than such, if any, as the board of directors, in its discretion, may from time to time determine and
at such price as the board of directors may from time to time fix.
Transfers of the Association's stock are subject
to the prior written approval of a federal depository institution regulatory agency. If
no other agency approval is required, the approval of the Comptroller of the Currency must be obtained prior to any such transfers.
Unless otherwise specified in the Articles
of Association or required by law, (1) all matters requiring shareholder action, including amendments to the Articles of
Association must be approved by shareholders owning a majority voting interest in the outstanding voting stock, and (2) each
shareholder shall be entitled to one vote per share.
Unless otherwise specified in the Articles of
Association or required by law, all shares of voting stock shall be voted together as a class, on any matters requiring shareholder approval.
Unless otherwise provided in the Bylaws, the record
date for determining shareholders entitled to notice of and to vote at any meeting is the close of business on the day before the first
notice is mailed or otherwise sent to the shareholders, provided that in no event may a record date be more than 70 days before the meeting.
The Association,
at any time and from time to time, may authorize and issue debt obligations, whether subordinated, without the approval of the shareholders.
Obligations classified as debt, whether subordinated, which may be issued by the Association without the approval of shareholders, do
not carry voting rights on any issue, including an increase or decrease in the aggregate number of the securities, or the exchange or
reclassification of all or part of securities into securities of another class or series.
SIXTH. The board of directors shall appoint
one of its members president of this Association and one of its members chairperson of the board and shall have the power to appoint one
or more vice presidents, a secretary who shall keep minutes of the directors' and shareholders' meetings and be responsible for authenticating
the records of the Association, and such other officers and employees as may be required to transact the business of this Association.
A duly appointed officer may appoint one or more officers or assistant officers if authorized by the board of directors in accordance
with the Bylaws.
The board of directors shall have the power to:
| (1) | Define the duties of the officers, employees, and agents of the Association. |
| (2) | Delegate the performance of its duties, but not the responsibility for its duties, to the officers, employees,
and agents of the Association. |
| (3) | Fix the compensation and enter employment contracts with its officers and employees upon reasonable terms
and conditions consistent with applicable law. |
| (4) | Dismiss officers and employees. |
| (5) | Require bonds from officers and employees and to fix the penalty thereof. |
| (6) | Ratify written policies authorized by the Association's management or committees of the board. |
| (7) | Regulate the manner any increase or decrease of the capital of the Association shall be made; provided
that nothing herein shall restrict the power of shareholders to increase or decrease the capital of the Association in accordance with
law, and nothing shall raise or lower from two-thirds the percentage required for shareholder approval to increase or reduce the capital. |
| (8) | Manage and administer the business and affairs of the Association. |
| (9) | Adopt initial Bylaws, not inconsistent with law or the Articles of Association, for managing the business and regulating the affairs
of the Association. |
| (10) | Amend or repeal Bylaws, except to the extent that the Articles of Association reserve this power in whole or in part to the shareholders. |
| (12) | Generally perform all acts that are legal for a board of directors to perform. |
SEVENTH. The board of directors shall have
the power to change the location of the main office to any authorized branch within the limits of the city of Portland, Oregon, without
the approval of the shareholders, or with a vote of shareholders owning two-thirds of the stock of the Association for a location outside
such limits and upon receipt of a certificate of approval from the Comptroller of the Currency, to any other location within or outside
the limits of the city of Portland, Oregon, but not more than thirty miles beyond such limits. The board of directors shall have the power
to establish or change the location of any office or offices of the Association to any other location permitted under applicable law,
without approval of shareholders, subject to approval by the Comptroller of the Currency.
EIGHTH. The
corporate existence of this Association shall continue until termination according to the laws of the United States.
NINTH. The board of directors of the Association,
or any shareholder owning, in the aggregate, not less than 25 percent of the stock of the Association, may call a special meeting of shareholders
at any time. Unless otherwise provided by the Bylaws or the laws of the United States, or waived by shareholders, a notice of the time,
place, and purpose of every annual and special meeting of the shareholders shall be given by first-class mail, postage prepaid, mailed
at least 10, and no more than 60, days prior to the date of the meeting to each shareholder of record at his/her address as shown upon
the books of the Association. Unless otherwise provided by the Bylaws, any action requiring approval of shareholders must be effected
at a duly called annual or special meeting.
TENTH. These Articles of Association may
be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of
the Association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders
of such greater amount; provided, that the scope of the Association's activities and services may not be expanded without the prior written
approval of the Comptroller of the Currency. The Association's board of directors may propose one or more amendments to the Articles of
Association for submission to the shareholders.
In witness whereof, we have hereunto set our hands
this 11th of June, 1997.
Exhibit 2
Exhibit 4
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION
AMENDED AND RESTATED BYLAWS
ARTICLE I
Meetings of Shareholders
Section 1.1. Annual
Meeting. The annual meeting of the shareholders, for the election of directors and the transaction of any other proper business, shall
be held at a time and place as the Chairman or President may designate. Notice of such meeting shall be given not less than ten (10) days
or more than sixty (60) days prior to the date thereof, to each shareholder of the Association, unless the Office of the Comptroller of
the Currency (the “OCC”) determines that an emergency circumstance exists. In accordance with applicable law, the sole shareholder
of the Association is permitted to waive notice of the meeting. If, for any reason, an election of directors is not made on the designated
day, the election shall be held on some subsequent day, as soon thereafter as practicable, with prior notice thereof. Failure to hold
an annual meeting as required by these Bylaws shall not affect the validity of any corporate action or work a forfeiture or dissolution
of the Association.
Section 1.2. Special
Meetings. Except as otherwise specially provided by law, special meetings of the shareholders may be called for any purpose, at
any time by a majority of the board of directors (the “Board”), or by any shareholder or group of shareholders owning at
least ten percent of the outstanding stock. Every such special meeting, unless otherwise provided by law, shall be called upon not
less than ten (10) days nor more than sixty (60) days prior notice stating the purpose of the meeting.
Section 1.3. Nominations
for Directors. Nominations for election to the Board may be made by the Board or by any shareholder.
Section 1.4. Proxies.
Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing. Proxies shall be valid only for one meeting
and any adjournments of such meeting and shall be filed with the records of the meeting.
Section 1.5. Record
Date. The record date for determining shareholders entitled to notice and to vote at any meeting will be thirty days before the date
of such meeting, unless otherwise determined by the Board.
Section 1.6. Quorum and Voting.
A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders, unless otherwise provided by law, but less than a quorum may adjourn any meeting, from time to time, and the meeting
may be held as adjourned without further notice. A majority of the votes cast shall decide every question or matter submitted to the
shareholders at any meeting, unless otherwise provided by law or by the Articles of Association.
Section 1.7. Inspectors.
The Board may, and in the event of its failure so to do, the Chairman of the Board may appoint Inspectors of Election who shall determine
the presence of quorum, the validity of proxies, and the results of all elections and all other matters voted upon by shareholders at
all annual and special meetings of shareholders.
Section 1.8. Waiver
and Consent. The shareholders may act without notice or a meeting by a unanimous written consent by all shareholders.
Section 1.9. Remote
Meetings. The Board shall have the right to determine that a shareholder meeting not be held at a place, but instead be held solely
by means of remote communication in the manner and to the extent permitted by the General Corporation Law of the State of Delaware.
ARTICLE II
Directors
Section 2.1. Board
of Directors. The Board shall have the power to manage and administer the business and affairs of the Association. Except as expressly
limited by law, all corporate powers of the Association shall be vested in and may be exercised by the Board.
Section 2.2. Term
of Office. The directors of this Association shall hold office for one year and until their successors are duly elected and qualified,
or until their earlier resignation or removal.
Section 2.3. Powers.
In addition to the foregoing, the Board shall have and may exercise all of the powers granted to or conferred upon it by the Articles
of Association, the Bylaws and by law.
Section 2.4. Number.
As provided in the Articles of Association, the Board of this Association shall consist of no less than five nor more than
twenty-five members, unless the OCC has exempted the Association from the twenty-five- member limit. The Board shall consist of a
number of members to be fixed and determined from time to time by resolution of the Board or the shareholders at any meeting
thereof, in accordance with the Articles of Association. Between meetings of the shareholders held for the purpose of electing
directors, the Board by a majority vote of the full Board may increase the size of the Board but not to more than a total of
twenty-five directors, and fill any vacancy so created in the Board; provided that the Board may increase the number of directors
only by up to two directors, when the number of directors last elected by shareholders was fifteen or fewer, and by up to four
directors, when the number of directors last elected by shareholders was sixteen or more. Each director shall own a qualifying
equity interest in the Association or a company that has control of the Association in each case as required by applicable law. Each
director shall own such qualifying equity interest in his or her own right and meet any minimum threshold ownership required by
applicable law.
Section 2.5. Organization
Meeting. The newly elected Board shall meet for the purpose of organizing the new Board and electing and appointing such officers
of the Association as may be appropriate. Such meeting shall be held on the day of the election or as soon thereafter as practicable,
and, in any event, within thirty days thereafter, at such time and place as the Chairman or President may designate. If, at the time fixed
for such meeting, there shall not be a quorum present, the directors present may adjourn the meeting until a quorum is obtained.
Section 2.6. Regular
Meetings. The regular meetings of the Board shall be held, without notice, as the Chairman or President may designate and deem suitable.
Section 2.7. Special
Meetings. Special meetings of the Board may be called at any time, at any place and for any purpose by the Chairman of the Board or
the President of the Association, or upon the request of a majority of the entire Board. Notice of every special meeting of the Board
shall be given to the directors at their usual places of business, or at such other addresses as shall have been furnished by them for
the purpose. Such notice shall be given at least twelve hours (three hours if meeting is to be conducted by conference telephone) before
the meeting by telephone or by being personally delivered, mailed, or electronically delivered. Such notice need not include a statement
of the business to be transacted at, or the purpose of, any such meeting.
Section 2.8. Quorum
and Necessary Vote. A majority of the directors shall constitute a quorum at any meeting of the Board, except when otherwise provided
by law; but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held as adjourned without further notice.
Unless otherwise provided by law or the Articles or Bylaws of this Association, once a quorum is established, any act by a majority of
those directors present and voting shall be the act of the Board.
Section 2.9. Written
Consent. Except as otherwise required by applicable laws and regulations, the Board may act without a meeting by a unanimous written
consent by all directors, to be filed with the Secretary of the Association as part of the corporate records.
Section 2.10. Remote
Meetings. Members of the Board, or of any committee thereof, may participate in a meeting of such Board or committee by means of conference
telephone, video or similar communications equipment by means of which all persons participating in the meeting can hear each other and
such participation shall constitute presence in person at such meeting.
Section 2.11. Vacancies.
When any vacancy occurs among the directors, the remaining members of the Board may appoint a director to fill such vacancy at any regular
meeting of the Board, or at a special meeting called for that purpose.
ARTICLE III
Committees
Section 3.1. Advisory
Board of Directors. The Board may appoint persons, who need not be directors, to serve as advisory directors on an advisory board
of directors established with respect to the business affairs of either this Association alone or the business affairs of a group of affiliated
organizations of which this Association is one. Advisory directors shall have such powers and duties as may be determined by the Board,
provided, that the Board's responsibility for the business and affairs of this Association shall in no respect be delegated or diminished.
Section 3.2. Trust
Audit Committee. At least once during each calendar year, the Association shall arrange for a suitable audit (by internal or external
auditors) of all significant fiduciary activities under the direction of its trust audit committee, a function that will be fulfilled
by the Audit Committee of the financial holding company that is the ultimate parent of this Association. The Association shall note the
results of the audit (including significant actions taken as a result of the audit) in the minutes of the Board. In lieu of annual audits,
the Association may adopt a continuous audit system in accordance with 12 C.F.R. § 9.9(b).
The Audit Committee of the financial holding company
that is the ultimate parent of this Association, fulfilling the function of the trust audit committee:
(1) Must not include any officers
of the Association or an affiliate who participate significantly in the administration of the Association’s fiduciary activities;
and
(2) Must
consist of a majority of members who are not also members of any committee to which the Board has delegated power to manage and control
the fiduciary activities of the Association.
Section 3.3. Executive
Committee. The Board may appoint an Executive Committee which shall consist of at least three directors and which shall have, and
may exercise, to the extent permitted by applicable law, all the powers of the Board between meetings of the Board or otherwise when the
Board is not meeting.
Section 3.4. Trust
Management Committee. The Board of this Association shall appoint a Trust Management Committee to provide oversight of the fiduciary
activities of the Association. The Trust Management Committee shall determine policies governing fiduciary activities. The Trust Management
Committee or such sub-committees, officers or others as may be duly designated by the Trust Management Committee shall oversee the processes
related to fiduciary activities to assure conformity with fiduciary policies it establishes, including ratifying the acceptance and the
closing out or relinquishment of all trusts. The Trust Management Committee will provide regular reports of its activities to the Board.
Section 3.5. Other
Committees. The Board may appoint, from time to time, committees of one or more persons who need not be directors, for such purposes
and with such powers as the Board may determine; however, the Board will not delegate to any committee any powers or responsibilities
that it is prohibited from delegating under any law or regulation. In addition, either the Chairman or the President may appoint, from
time to time, committees of one or more officers, employees, agents or other persons, for such purposes and with such powers as either
the Chairman or the President deems appropriate and proper. Whether appointed by the Board, the Chairman, or the President, any such committee
shall at all times be subject to the direction and control of the Board.
Section 3.6. Meetings,
Minutes and Rules. An advisory board of directors and/or committee shall meet as necessary in consideration of the purpose of the
advisory board of directors or committee, and shall maintain minutes in sufficient detail to indicate actions taken or recommendations
made; unless required by the members, discussions, votes or other specific details need not be reported. An advisory board of directors
or a committee may, in consideration of its purpose, adopt its own rules for the exercise of any of its functions or authority.
ARTICLE IV
Officers
Section 4.1. Chairman
of the Board. The Board may appoint one of its members to be Chairman of the Board to serve at the pleasure of the Board. The Chairman
shall supervise the carrying out of the policies adopted or approved by the Board; shall have general executive powers, as well as the
specific powers conferred by these Bylaws; and shall also have and may exercise such powers and duties as from time to time may be conferred
upon or assigned by the Board.
Section 4.2. President.
The Board may appoint one of its members to be President of the Association. In the absence of the Chairman, the President shall preside
at any meeting of the Board. The President shall have general executive powers, and shall have and may exercise any and all other powers
and duties pertaining by law, regulation or practice, to the office of President, or imposed by these Bylaws. The President shall also
have and may exercise such powers and duties as from time to time may be conferred or assigned by the Board.
Section 4.3. Vice
President. The Board may appoint one or more Vice Presidents who shall have such powers and duties as may be assigned by the Board
and to perform the duties of the President on those occasions when the President is absent, including presiding at any meeting of the
Board in the absence of both the Chairman and President.
Section 4.4. Secretary.
The Board shall appoint a Secretary, or other designated officer who shall be Secretary of the Board and of the Association, and shall
keep accurate minutes of all meetings. The Secretary shall attend to the giving of all notices required by these Bylaws to be given; shall
be custodian of the corporate seal, records, documents and papers of the Association; shall provide for the keeping of proper records
of all transactions of the Association; shall, upon request, authenticate any records of the Association; shall have and may exercise
any and all other powers and duties pertaining by law, regulation or practice, to the Secretary, or imposed by these Bylaws; and shall
also perform such other duties as may be assigned from time to time by the Board. The Board may appoint one or more Assistant Secretaries
with such powers and duties as the Board, the President or the Secretary shall from time to time determine.
Section 4.5. Other
Officers. The Board may appoint, and may authorize the Chairman, the President or any other officer to appoint, any officer as
from time to time may appear to the Board, the Chairman, the President or such other officer to be required or desirable to transact
the business of the Association. Such officers shall exercise such powers and perform such duties as pertain to their several
offices, or as may be conferred upon or assigned to them by these Bylaws, the Board, the Chairman, the President or such other
authorized officer. Any person may hold two offices.
Section 4.6. Tenure
of Office. The Chairman or the President and all other officers shall hold office until their respective successors are elected and
qualified or until their earlier death, resignation, retirement, disqualification or removal from office, subject to the right of the
Board or authorized officer to discharge any officer at any time.
ARTICLE V
Stock
Section 5.1. The Board
may authorize the issuance of stock either in certificated or in uncertificated form. Certificates for shares of stock shall be in such
form as the Board may from time to time prescribe. If the Board issues certificated stock, the certificate shall be signed by the President,
Secretary or any other such officer as the Board so determines. Shares of stock shall be transferable on the books of the Association,
and a transfer book shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer
shall, in proportion to such person's shares, succeed to all rights of the prior holder of such shares. Each certificate of stock shall
recite on its face that the stock represented thereby is transferable only upon the books of the Association properly endorsed. The Board
may impose conditions upon the transfer of the stock reasonably calculated to simplify the work of the Association for stock transfers,
voting at shareholder meetings, and related matters, and to protect it against fraudulent transfers.
ARTICLE VI
Corporate Seal
Section 6.1. The Association
shall have no corporate seal; provided, however, that if the use of a seal is required by, or is otherwise convenient or advisable pursuant
to, the laws or regulations of any jurisdiction, the following seal may be used, and the Chairman, the President, the Secretary and any
Assistant Secretary shall have the authority to affix such seal:
ARTICLE VII
Miscellaneous Provisions
Section 7.1. Execution
of Instruments. All agreements, checks, drafts, orders, indentures, notes, mortgages, deeds, conveyances, transfers, endorsements,
assignments, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits,
bonds, undertakings, guarantees, proxies and other instruments or documents may be signed, countersigned, executed, acknowledged, endorsed,
verified, delivered or accepted on behalf of the Association, whether in a fiduciary capacity or otherwise, by any officer of the Association,
or such employee or agent as may be designated from time to time by the Board by resolution, or by the Chairman or the President by written
instrument, which resolution or instrument shall be certified as in effect by the Secretary or an Assistant Secretary of the Association.
The provisions of this section are supplementary to any other provision of the Articles of Association or Bylaws.
Section 7.2. Records.
The Articles of Association, the Bylaws as revised or amended from time to time and the proceedings of all meetings of the shareholders,
the Board, and standing committees of the Board, shall be recorded in appropriate minute books provided for the purpose. The minutes of
each meeting shall be signed by the Secretary, or other officer appointed to act as Secretary of the meeting.
Section 7.3. Trust
Files. There shall be maintained in the Association files all fiduciary records necessary to assure that its fiduciary responsibilities
have been properly undertaken and discharged.
Section 7.4. Trust
Investments. Funds held in a fiduciary capacity shall be invested according to the instrument establishing the fiduciary relationship
and according to law. Where such instrument does not specify the character and class of investments to be made and does not vest in the
Association a discretion in the matter, funds held pursuant to such instrument shall be invested in investments in which corporate fiduciaries
may invest under law.
Section 7.5. Notice.
Whenever notice is required by the Articles of Association, the Bylaws or law, such notice shall be by mail, postage prepaid, e- mail,
in person, or by any other means by which such notice can reasonably be expected to be received, using the address of the person to receive
such notice, or such other personal data, as may appear on the records of the Association.
Except where specified otherwise in these Bylaws,
prior notice shall be proper if given not more than 30 days nor less than 10 days prior to the event for which notice is given.
ARTICLE VIII
Indemnification
Section 8.1. The Association
shall indemnify such persons for such liabilities in such manner under such circumstances and to such extent as permitted by Section 145
of the Delaware General Corporation Law, as now enacted or hereafter amended. The Board may authorize the purchase and maintenance of
insurance and/or the execution of individual agreements for the purpose of such indemnification, and the Association shall advance all
reasonable costs and expenses (including attorneys’ fees) incurred in defending any action, suit or proceeding to all persons entitled
to indemnification under this Section 8.1. Such insurance shall be consistent with the requirements of 12 C.F.R. § 7.2014 and
shall exclude coverage of liability for a formal order assessing civil money penalties against an institution-affiliated party, as defined
at 12 U.S.C. § 1813(u).
Section 8.2. Notwithstanding
Section 8.1, however, (a) any indemnification payments to an institution-affiliated party, as defined at 12 U.S.C. § 1813(u),
for an administrative proceeding or civil action initiated by a federal banking agency, shall be reasonable and consistent with the requirements
of 12 U.S.C. § 1828(k) and the implementing regulations thereunder; and (b) any indemnification payments and advancement
of costs and expenses to an institution-affiliated party, as defined at 12 U.S.C. § 1813(u), in cases involving an administrative
proceeding or civil action not initiated by a federal banking agency, shall be in accordance with Delaware General Corporation Law and
consistent with safe and sound banking practices.
ARTICLE IX
Bylaws: Interpretation and Amendment
Section 9.1. These Bylaws
shall be interpreted in accordance with and subject to appropriate provisions of law, and may be added to, altered, amended, or repealed,
at any regular or special meeting of the Board.
Section 9.2. A copy of
the Bylaws and all amendments shall at all times be kept in a convenient place at the principal office of the Association, and shall be
open for inspection to all shareholders during Association hours.
ARTICLE X
Miscellaneous Provisions
Section 10.1. Fiscal
Year. The fiscal year of the Association shall begin on the first day of January in each year and shall end on the thirty-first
day of December following.
Section 10.2. Governing
Law. This Association designates the Delaware General Corporation Law, as amended from time to time, as the governing law for its
corporate governance procedures, to the extent not inconsistent with Federal banking statutes and regulations or bank safety and soundness.
***
(February 8, 2021)
Exhibit 6
CONSENT
In accordance with Section 321(b) of
the Trust Indenture Act of 1939, the undersigned, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION hereby consents that reports of examination
of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.
Dated: May 21, 2024
| |
By: |
/s/ Yvonne Siira |
| |
|
Yvonne Siira |
| |
|
Vice President |
Exhibit 7
U.S. Bank Trust Company, National Association
Statement of Financial Condition
as of 3/31/2024
($000’s)
| | |
3/31/2024 | |
| Assets | |
| |
| Cash
and Balances Due From | |
$ | 1,429,213 | |
| Depository
Institutions | |
| | |
| Securities | |
| 4,389 | |
| Federal
Funds | |
| 0 | |
| Loans &
Lease Financing Receivables | |
| 0 | |
| Fixed
Assets | |
| 1,270 | |
| Intangible
Assets | |
| 577,915 | |
| Other
Assets | |
| 161,425 | |
| Total Assets | |
$ | 2,174,212 | |
| | |
| | |
| Liabilities | |
| | |
| Deposits | |
$ | 0 | |
| Fed
Funds | |
| 0 | |
| Treasury
Demand Notes | |
| 0 | |
| Trading
Liabilities | |
| 0 | |
| Other
Borrowed Money | |
| 0 | |
| Acceptances | |
| 0 | |
| Subordinated
Notes and Debentures | |
| 0 | |
| Other
Liabilities | |
| 361,240 | |
| Total Liabilities | |
$ | 361,240 | |
| | |
| | |
| Equity | |
| | |
| Common
and Preferred Stock | |
| 200 | |
| Surplus | |
| 1,171,635 | |
| Undivided
Profits | |
| 641,137 | |
| Minority
Interest in Subsidiaries | |
| 0 | |
| Total
Equity Capital | |
$ | 1,812,972 | |
| | |
| | |
| Total
Liabilities and Equity Capital | |
$ | 2,174,212 | |
Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Wisconsin Electric
Power Company
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward
Securities
| |
Security
Type |
Security
Class
Title |
Fee
Calculation
Or Carry
Forward
Rule |
Amount
Registered |
Proposed
Maximum
Offering
Price
Per Unit |
Maximum
Aggregate
Offering
Price |
Fee
Rate |
Amount
Of
Registration
Fee |
Carry
Forward
Form
Type |
Carry
Forward
File
Number |
Carry
Forward
Initial
Effective
Date |
Filing Fee
Previously
Paid In
Connection
With
Unsold
Securities
to be
Carried
Forward |
|
Newly Registered Securities
|
|
Fees to
Be Paid |
Debt |
Debt Securities |
457(o) |
$3,100,000,000 (1) |
(2) |
$3,100,000,000 (3) |
.0001476 |
$457,560 |
|
|
|
|
| Fees Previously Paid |
- |
- |
- |
- |
- |
- |
|
- |
|
|
|
|
|
Carry Forward Securities
|
|
Carry
Forward
Securities |
Debt |
Debt Securities |
415(a)(6) |
$400,000,000
(1)
|
(2) |
$400,000,000 (3) |
|
|
S-3 |
333-254615 |
05/24/2021 |
$113,850
(1) |
| |
Total Offering Amounts
|
|
$3,500,000,000 (3) |
|
$457,560
(3) |
|
|
|
|
| |
Total Fees Previously Paid
|
|
|
|
|
|
|
|
|
| |
Total Fee Offsets
|
|
|
|
|
|
|
|
|
| |
Net Fee Due
|
|
|
|
$457,560 |
|
|
|
|
| (1) | The $3,500,000,000 of securities registered pursuant to this registration statement includes $400,000,000 of securities (the “Unsold
Securities”) registered pursuant to Registration Statement No. 333-254615, which became effective on May 24, 2021 (the
“2021 Registration Statement”), that are being carried forward pursuant to Rule 415(a)(6) of the Securities Act
of 1933, as amended (the “Securities Act”). Pursuant to Rule 415(a)(6), $113,850 of filing fees that were previously
paid with respect to the Unsold Securities in connection with the 2021 Registration Statement (calculated at the rate in effect at the
time the 2021 Registration Statement was filed, which was $0.0001091) will continue to apply to the Unsold Securities. A filing fee of
$457,560 is paid herewith in connection with the $3,100,000,000 of additional securities registered hereunder. |
| (2) | The proposed maximum offering price per unit will be determined from time to time by the registrant in connection with the issuance
by the registrant of the securities registered hereunder. |
| (3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.
The aggregate public offering price of all securities registered hereby will not exceed $3,500,000,000 or the equivalent thereof on the
date of issuance in one or more foreign currencies, foreign currency units or composite currencies. Such amount represents the issue price
rather than the principal amount of any debt securities issued at an original issue discount. |
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