DETROIT, Oct. 29, 2019 /PRNewswire/ -- DTE Energy
(NYSE: DTE) today announced that it has priced its previously
announced offerings of 2.4 million shares of its common stock at
$126.00 per share and 23 million
equity units. Each equity unit will be issued in a stated amount of
$50 ($1.150
billion aggregate stated amount) and will consist of a
contract to purchase DTE Energy common stock in the future and a
1/20, or 5%, undivided beneficial ownership interest in DTE's 2019
Series F 2.25% remarketable senior notes due 2025 having a
principal amount of $1,000. The
remarketable senior notes are subject to remarketing to commence no
earlier than July 28, 2022. The
offerings are expected to close on or about November 1, 2019, subject to customary closing
conditions.
Total annual distribution on the equity units will be at the
rate of 6.25%, consisting of interest on the 2019 Series F
remarketable senior notes and payments under the related stock
purchase contracts. The reference price for the equity units is
$126.00 per share. The threshold
appreciation price for the equity units is $157.50 per share, which represents a premium of
approximately 25% over the reference price. Under the purchase
contracts, holders will be required to purchase a variable number
of shares of DTE Energy common stock no later than November 1, 2022.
DTE has granted the underwriters an option to purchase during
the 30-day period beginning on the date hereof up to 360,000
additional shares of DTE Energy common stock,. DTE has granted the
underwriters an option to purchase during the 13-day period
beginning on the initial issuance date of the equity units up to 3
million additional equity units to cover over allotments.
DTE intends to use the net proceeds from these offerings, which
are expected to be $295 million from
the offering of its common stock or $339
million in the aggregate if the underwriters' option is
exercised in full and $1.121 billion
from the offering of equity units or $1.268
billion in the aggregate if the underwriters' over allotment
option is exercised in full (in each case, after deducting
underwriting discounts and commissions but before deducting other
offering expenses), for the acquisition of midstream natural
gas assets.
Barclays, BofA Securities, J.P. Morgan, Wells Fargo Securities,
Citigroup and Scotia Howard Weil are acting as joint book-running
managers for the offerings.
The offerings will be made under an effective shelf registration
statement, filed with the U.S. Securities and Exchange Commission
("SEC"). This news release does not constitute an offer to sell or
a solicitation of an offer to buy the securities described herein,
nor shall there be any sale of these securities in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities law of any such jurisdiction. Any offers of securities
will be made exclusively by means of a prospectus supplement
relating to such securities and accompanying prospectus. Copies of
these documents may be obtained by contacting Barclays Capital
Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717, at (888)
603-5847 or barclaysprospectus@broadridge.com; BofA Securities,
Inc., Attention: Prospectus Department, 200 North College Street,
NC1-004-03-43, Charlotte, NC
28255-0001, at (800) 294-1322, dg.prospectus_requests@baml.com;
J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions,
1155 Long Island Avenue Edgewood,
NY 11717, at (866) 803-9204; Wells Fargo Securities, LLC,
Attention: Equity Syndicate Department, 375 Park Avenue, 4th Floor,
New York, NY 10152, at (800)
326-5897; Citigroup, c/o Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, NY 11717,
at (800) 831-9146; and Scotia Capital (USA) Inc., 250 Vesey Street, 24th
Floor, New York, NY 10281,
Attention: Equity Capital Markets, at (212) 255-6854,
us.ecm@scotiabank.com.
About DTE Energy
DTE Energy (NYSE: DTE) is a Detroit-based diversified energy
company involved in the development and management of
energy-related businesses and services nationwide. Its operating
units include an electric company serving 2.2 million customers
in Southeast Michigan and a natural gas company serving
1.3 million customers in Michigan. The DTE portfolio includes
energy businesses focused on power and industrial projects;
renewable natural gas; natural gas pipelines, gathering and
storage; and energy marketing and
trading.
FORWARD-LOOKING STATEMENTS
The information contained herein is as of the date of this
release. DTE Energy expressly disclaims any current intention to
update any forward-looking statements contained in this release as
a result of new information or future events or developments. Words
such as "anticipate," "believe," "expect," "may," "could,"
"projected," "aspiration," "plans" and "goals" signify
forward-looking statements. Forward-looking statements are not
guarantees of future results and conditions but rather are subject
to various assumptions, risks and uncertainties. This release
contains forward-looking statements about DTE Energy's financial
results and estimates of future prospects, and actual results may
differ materially. Many factors impact forward-looking statements
including, but not limited to, the following: impact of regulation
by the EPA, the FERC, the MPSC, the NRC, and for DTE Energy, the
CFTC, as well as other applicable governmental proceedings and
regulations, including any associated impact on rate structures;
the amount and timing of cost recovery allowed as a result of
regulatory proceedings, related appeals, or new legislation,
including legislative amendments and retail access programs;
economic conditions and population changes in the our geographic
area resulting in changes in demand, customer conservation, and
thefts of electricity and, for DTE Energy, natural gas; the
operational failure of electric or gas distribution systems or
infrastructure; impact of volatility of prices in the oil and gas
markets on DTE Energy's gas storage and pipelines operations;
impact of volatility in prices in the international steel markets
on DTE Energy's power and industrial projects operations; the risk
of a major safety incident; environmental issues, laws,
regulations, and the increasing costs of remediation and
compliance, including actual and potential new federal and state
requirements; the cost of protecting assets against, or damage due
to, cyber incidents and terrorism; health, safety, financial,
environmental, and regulatory risks associated with ownership and
operation of nuclear facilities; volatility in the short-term
natural gas storage markets impacting third-party storage revenues
related to DTE Energy; volatility in commodity markets, deviations
in weather, and related risks impacting the results of DTE Energy's
energy trading operations; changes in the cost and availability of
coal and other raw materials, purchased power, and natural gas;
advances in technology that produce power, store power or reduce
power consumption; changes in the financial condition of
significant customers and strategic partners; the potential for
losses on investments, including nuclear decommissioning and
benefit plan assets and the related increases in future expense and
contributions; access to capital markets and the results of other
financing efforts which can be affected by credit agency ratings;
instability in capital markets which could impact availability of
short and long-term financing; the timing and extent of changes in
interest rates; the level of borrowings; the potential for
increased costs or delays in completion of significant capital
projects; changes in, and application of, federal, state, and local
tax laws and their interpretations, including the Internal Revenue
Code, regulations, rulings, court proceedings, and audits; the
effects of weather and other natural phenomena on operations and
sales to customers, and purchases from suppliers; unplanned
outages; employee relations and the impact of collective bargaining
agreements; the availability, cost, coverage, and terms of
insurance and stability of insurance providers; cost reduction
efforts and the maximization of plant and distribution system
performance; the effects of competition; changes in and application
of accounting standards and financial reporting regulations;
changes in federal or state laws and their interpretation with
respect to regulation, energy policy, and other business issues;
contract disputes, binding arbitration, litigation, and related
appeals; and the risks discussed in DTE Energy's public filings
with the SEC.
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SOURCE DTE Energy