Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-260807
PROSPECTUS SUPPLEMENT
(To Prospectus dated November 5,
2021)
$350,000,000
4.75% Senior Notes due January 9, 2026
WEC
Energy Group, Inc. is offering $350,000,000 aggregate principal amount of its 4.75% Senior Notes due January 9, 2026 (the “new Notes”).
The new Notes offered hereby are part of the same series of debt securities as our $650,000,000 aggregate principal amount 4.75% Senior
Notes due January 9, 2026 issued on January 11, 2023 (the “initial Notes” and, together with the new Notes, the
“Notes”). Upon the issuance of the new Notes offered hereby, the aggregate principal amount of outstanding Notes will be
$1,000,000,000. We will pay interest on the Notes semi-annually in arrears on January 9 and July 9 of each year, beginning on July 9,
2023. Interest on the new Notes offered hereby will accrue from January 11, 2023. The Notes will be issued only in denominations
of $1,000 and integral multiples of $1,000.
We
may, at our option, redeem some or all of the Notes at any time prior to maturity at the applicable redemption prices discussed under
the caption “Certain Terms of the Notes — Redemption at Our Option.”
The
Notes are unsecured and rank equally with all of our other unsecured and unsubordinated debt and other obligations from time to time
outstanding.
Investing
in the Notes involves certain risks. See “Risk Factors” on page S-5 of this prospectus supplement.
We
do not intend to apply for listing of the Notes on any securities exchange or automated quotation system.
Neither
the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
| | | |
Public
Offering Price(1) | |
Underwriting
Discount | |
Proceeds to
WEC Energy Group, Inc.
(before expenses)(1)(2) |
|
| Per Note | | |
100.283 | % |
0.350 | % |
99.933 |
% |
| Total | | |
$ |
350,990,500 | |
$ |
1,225,000 | |
$ |
349,765,500 |
|
| (1) | Plus accrued interest from January 11, 2023. |
| (2) | The public offering price set forth above for the new Notes
offered hereby does not include accrued interest of $3,925,347.22 in the aggregate from January 11,
2023 up to, but not including, the expected date of delivery of the new Notes offered hereby,
which will be paid by the purchasers of the new Notes offered hereby. On July 9, 2023,
WEC Energy Group, Inc. will pay this pre-issuance accrued interest to the holders of
the new Notes offered hereby. |
The
underwriters expect to deliver the new Notes in book-entry form only through The Depository Trust Company on or about April
6, 2023.
Joint Book-Running
Managers
Co-Manager
Siebert Williams Shank
April 4, 2023
You should rely only
on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any written
communication from us or the underwriters specifying the final terms of the offering. We have not, and the underwriters have not, authorized
anyone to provide you with different information. Neither we nor the underwriters are making an offer of these securities in any jurisdiction
where the offer is not permitted. You should assume that the information contained in this prospectus supplement, the accompanying prospectus
or the documents incorporated by reference is accurate only as of their respective dates. Our business, financial condition, results
of operations and prospects may have changed since those dates.
TABLE OF CONTENTS
Prospectus
SUMMARY
In
this prospectus supplement, unless the context requires otherwise, “WEC Energy Group,” “we,” “us”
and “our” refer to WEC Energy Group, Inc., a Wisconsin corporation, and not to the underwriters.
The
information below is only a summary of more detailed information included elsewhere or incorporated by reference in this prospectus
supplement and the accompanying prospectus. This summary may not contain all of the information that is important to you or that
you should consider before buying securities in this offering. Please read this entire prospectus supplement and the accompanying
prospectus, as well as the information incorporated herein and therein by reference, carefully.
WEC Energy Group, Inc.
WEC Energy
Group, Inc. was incorporated in the State of Wisconsin in 1981 and became a diversified holding company in 1986. On June 29,
2015, we acquired 100% of the outstanding common shares of Integrys Energy Group, Inc. and changed our name to WEC Energy Group, Inc.
Our wholly
owned subsidiaries are primarily engaged in the business of providing regulated electricity service in Wisconsin and Michigan and
regulated natural gas service in Wisconsin, Illinois, Michigan and Minnesota. We also have an approximately 60% equity interest
in American Transmission Company LLC (“ATC”), a regulated electric transmission company. Through our subsidiaries, we
also own majority interests in a number of generating facilities as part of our non-utility energy infrastructure business. At December 31,
2022, we conducted our operations in the six reportable segments discussed below.
Wisconsin
Segment: The Wisconsin segment includes the electric and natural gas operations of Wisconsin Electric Power Company (“WE”),
Wisconsin Gas LLC (“WG”), Wisconsin Public Service Corporation (“WPS”), and Upper Michigan Energy Resources
Corporation (“UMERC”). At December 31, 2022, these companies served approximately 1.7 million electric customers
and 1.5 million natural gas customers.
Illinois
Segment: The Illinois segment includes the natural gas operations of The Peoples Gas Light and Coke Company (“PGL”)
and North Shore Gas Company, which provide natural gas service to customers located in Chicago and the northern suburbs of Chicago,
respectively. At December 31, 2022, these companies served approximately 1.0 million natural gas customers. PGL also owns and
operates a 38.8 billion cubic feet natural gas storage field in central Illinois.
Other
States Segment: The other states segment includes the natural gas operations of Minnesota Energy Resources Corporation, which
serves customers in various cities and communities throughout Minnesota, and Michigan Gas Utilities Corporation, which serves customers
in southern and western Michigan. These companies served approximately 0.4 million natural gas customers at December 31, 2022.
Electric
Transmission Segment: The electric transmission segment includes our approximately 60% ownership interest in ATC, which owns,
maintains, monitors, and operates electric transmission systems primarily in Wisconsin, Michigan, Illinois, and Minnesota, and
our approximately 75% ownership interest in ATC Holdco, LLC, a separate entity formed to invest in transmission-related projects
outside of ATC’s traditional footprint.
Non-Utility
Energy Infrastructure Segment: The non-utility energy infrastructure segment includes the operations of W.E. Power, LLC,
which owns and leases electric power generating facilities to WE; Bluewater Natural Gas Holding, LLC, which owns underground natural
gas storage facilities in southeastern Michigan; and WEC Infrastructure LLC (“WECI”). WECI has acquired or agreed to
acquire majority interests in eight wind parks and two solar projects, capable of providing approximately 2,000 megawatts of renewable
energy. Together, these projects represent approximately $3.0 billion of committed investments and have long-term agreements with
third parties. WECI’s investment in all of these projects either qualifies, or is expected to qualify, for production tax credits.
Corporate
and Other Segment: The corporate and other segment includes the operations of the WEC Energy Group holding company, the Integrys
Holding, Inc. holding company, the Peoples Energy, LLC holding company, Wispark LLC, and WEC Business Services LLC. This segment
also includes Wisvest LLC, Wisconsin Energy Capital Corporation, and WPS Power Development, LLC, which no longer have significant
operations.
|
WEC Business
Services LLC is a wholly owned centralized service company that provides administrative and general support services to our regulated
utilities, as well as certain services to our nonregulated entities. Wispark LLC develops and invests in real estate and had $10.1
million in real estate holdings at December 31, 2022.
For a further
description of our business and our corporate strategy, see our Annual Report on Form 10-K for the year ended December 31,
2022, as well as the other documents incorporated by reference.
Our principal executive offices are located
at 231 West Michigan Street, P.O. Box 1331, Milwaukee, Wisconsin 53201. Our telephone number is (414) 221-2345.
|
| The
Offering |
| |
|
| |
|
| Issuer |
WEC Energy Group, Inc. |
| |
|
| Securities Offered |
$350,000,000 principal amount of 4.75% Senior Notes due January 9,
2026.
The new Notes offered hereby are part of the same series of debt securities as the initial Notes issued on
January 11, 2023. Upon the issuance of the new Notes offered hereby, the aggregate principal amount of outstanding Notes will
be $1,000,000,000. |
| |
|
| Interest |
The Notes will accrue interest at a rate of 4.75% per year from
January 11, 2023 until maturity or earlier redemption, as the case may be. |
| |
|
| Interest Payment Dates |
January 9 and July 9 of each year, beginning July 9,
2023. |
| |
|
| Optional Redemption |
Prior to December 9, 2025, we may redeem the Notes at our option,
in whole or in part, at any time and from time to time, at the applicable “make-whole” redemption price determined as
described under “Certain Terms of the Notes — Redemption at Our Option.” On or after December 9, 2025, we
may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal
amount of the Notes, being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date. We are not
required to establish a sinking fund to retire the Notes prior to maturity. |
| |
|
| Ranking |
The Notes are unsecured and unsubordinated and rank equally with
all our other unsecured and unsubordinated indebtedness and other obligations from time to time outstanding. See “Description
of Debt Securities — Ranking of Debt Securities” in the accompanying prospectus. |
| |
|
| Covenants |
For so long as any Notes remain outstanding, we will not create
or incur or allow any of our subsidiaries to create or incur any pledge or security interest on any of the capital stock of WE or
WG held by us or one of our subsidiaries on the issue date of the Notes. The indenture for the Notes also limits our ability to enter
into mergers, consolidations or sales of all or substantially all of our assets where we are not the surviving corporation unless
the successor company assumes all of our obligations under the indenture. These covenants are subject to a number of important qualifications
and limitations. See “Certain Terms of the Notes — Covenants.” |
| |
|
| Use of Proceeds |
We will use the estimated $349.0
million in net proceeds from this offering to repay short-term debt and for other general corporate purposes. See “Use of
Proceeds.” |
| Conflicts of Interest |
Certain of the underwriters
or their affiliates may hold a portion of the short-term debt that we intend to repay using all or a portion of the net proceeds
of the new Notes. As such, certain of the underwriters or their affiliates may receive 5% or more of the net proceeds of this offering.
See “Underwriting (Conflicts of Interest) – Conflicts of Interest” in this prospectus supplement. |
| |
|
| Trustee |
The trustee under the indenture
(the “Trustee”) is The Bank of New York Mellon Trust Company, N.A. |
RISK FACTORS
Investing in the Notes
involves risk. Please see the risk factors under the heading “Risk Factors” in Item 1A of our Annual Report on Form 10-K
for the year ended December 31, 2022, which is incorporated by reference in this prospectus supplement and the accompanying prospectus.
Before making an investment decision, you should carefully consider these risks as well as other information contained or incorporated
by reference in this prospectus supplement and the accompanying prospectus.
FORWARD-LOOKING STATEMENTS
AND CAUTIONARY FACTORS
We have included or may
include statements in this prospectus supplement and the accompanying prospectus (including documents incorporated by reference) that
constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities
Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). Any statements that
express, or involve discussions as to, expectations, beliefs, plans, objectives, goals, strategies, assumptions or future events or performance
may be forward-looking statements. Also, forward-looking statements may be identified by reference to a future period or periods or by
the use of forward-looking terminology such as “anticipates,” “believes,” “could,” “estimates,”
“expects,” “forecasts,” “goals,” “guidance,” “intends,” “may,”
“objectives,” “plans,” “possible,” “potential,” “projects,” “seeks,”
“should,” “targets,” “will” or similar terms or variations of these terms.
We caution you that
any forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other
factors that may cause our actual results, performance or achievements to differ materially from the future results, performance or achievements
we have anticipated in the forward-looking statements.
In addition to the assumptions
and other factors referred to specifically in connection with those statements, factors that could cause our actual results, performance
or achievements to differ materially from those contemplated in the forward-looking statements include factors we have described under
the captions “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in our Annual Report
on Form 10-K for the year ended December 31, 2022 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, 2022 or under similar captions in the other documents we
have incorporated by reference. Any forward-looking statement speaks only as of the date on which that statement is made, and, except
as required by applicable law, we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances,
including unanticipated events, after the date on which that statement is made.
USE OF PROCEEDS
We estimate the net proceeds to us from the
offering to be approximately $349.0 million, after deducting the underwriting discount and estimated offering expenses payable by us. We
intend to use the net proceeds from the offering to repay short-term debt and for other general corporate purposes. At
March 27, 2023, our outstanding short-term debt of $690.2 million had a weighted average interest rate of 5.21% and an average
life of less than 30 days.
Pending disposition, we may temporarily invest
the net proceeds of the offering not required immediately for the intended purposes in U.S. governmental securities and other high quality
U.S. securities.
CAPITALIZATION
The table below shows our consolidated capitalization
structure on an actual basis. The information below does not reflect the issuance of the new Notes offered hereby or the issuance of
$650,000,000 aggregate principal amount of the initial Notes and $450,000,000 aggregate principal amount of the Company’s 4.75%
Senior Notes due January 15, 2028 issued in January 2023.
| |
|
As of December 31, 2022 |
|
| |
|
Actual Amount
(unaudited) |
|
|
Percentage |
|
| |
|
(Dollars in Millions) |
|
|
(Rounded to Tenths) |
|
| Short-term debt |
|
$ |
1,647.1 |
|
|
|
5.7 |
% |
| Long-term debt(1) |
|
|
15,647.4 |
|
|
|
54.5 |
% |
| Preferred stock of subsidiary |
|
|
30.4 |
|
|
|
0.1 |
% |
| Common shareholder’s equity |
|
|
11,376.9 |
|
|
|
39.7 |
% |
| Total |
|
$ |
28,701.8 |
|
|
|
100.0 |
% |
| (1) | Includes current maturities. |
CERTAIN TERMS OF THE
NOTES
The following description
of the particular terms of the Notes supplements and, to the extent inconsistent therewith, replaces the description of the general terms
and provisions of the Notes set forth in the accompanying prospectus under “Description of Debt Securities.”
The Notes are a series
of senior notes under the indenture, dated as of March 15, 1999, between us and The Bank of New York Mellon Trust Company, N.A.
(as successor to The First National Bank of Chicago), as Trustee (as amended and supplemented, the “indenture”). The Notes
are our direct unsecured general obligations. At December 31, 2022, the aggregate principal amount of debt securities outstanding
under the indenture was approximately $4.5 billion, including $500 million of junior subordinated notes.
General
The new Notes offered
by this prospectus supplement and the accompanying prospectus constitute a further issuance of, are consolidated and form a single series
with, have identical terms (other than the date of issuance and the public offering price) and have the same CUSIP number as, the $650,000,000
aggregate principal amount of outstanding initial Notes. The new Notes offered hereby will be issued in the aggregate principal amount
of $350,000,000. Upon completion of this offering, the aggregate principal amount of outstanding Notes will be $1,000,000,000.
The Notes are unsecured
and unsubordinated and rank equally with all of our other unsecured and unsubordinated indebtedness and other obligations from time to
time outstanding. At December 31, 2022, we had approximately $4.0 billion aggregate principal amount of unsecured and unsubordinated
long-term debt securities and approximately $400 million of commercial paper outstanding. At December 31, 2022, our subsidiaries
had approximately $11.1 billion of long-term debt outstanding and $1.2 billion of commercial paper outstanding.
Interest on the Notes
accrues at the rate of 4.75% per year. Interest will accrue from January 11, 2023, or from the most recent interest payment date
to which interest has been paid or provided for. Interest is payable semi-annually in arrears to holders of record at the close of business
on the December 26 or June 26 immediately preceding the interest payment date. Interest payment dates will be January 9
and July 9 of each year beginning on July 9, 2023. Interest will be computed on the basis of a 360-day year consisting of twelve
30-day months. Unless earlier redeemed, the Notes will mature on January 9, 2026.
The Notes will be issued
only in registered form in denominations of $1,000 and integral multiples of $1,000.
Redemption at Our Option
Prior to December 9,
2025 (which is referred to in this prospectus supplement as the “Par Call Date”), we may redeem the Notes at our option,
in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded
to three decimal places) equal to the greater of:
| • | (1) (a) the sum of the present values of the remaining
scheduled payments of principal and interest thereon discounted to the redemption date (assuming
the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest
accrued to, but not including, the date of redemption; and |
| • | (2) 100% of the principal amount of the Notes to be redeemed, |
plus, in either case, accrued and unpaid
interest thereon to, but not including, the redemption date.
On or after the Par Call
Date, we may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal
amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.
“Treasury Rate”
means, with respect to any redemption date, the yield determined by us in accordance with the following two paragraphs.
The Treasury Rate shall
be determined by us after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted each business
day by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the
yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the
Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor
designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal”
(or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, we shall select, as applicable: (1) the
yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining
Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields—one
yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant
maturity on H.15 immediately longer than the Remaining Life—and shall interpolate to the Par Call Date on a straight-line basis
(using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such
Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity
on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15
shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity
from the redemption date.
If on the third business
day preceding the redemption date H.15 TCM is no longer published, we shall calculate the Treasury Rate based on the rate per annum equal
to the semiannual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption
date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If
there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities
with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity
date following the Par Call Date, we shall select the United States Treasury security with a maturity date preceding the Par Call Date.
If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities
meeting the criteria of the preceding sentence, we shall select from among these two or more United States Treasury securities the United
States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury
securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semiannual
yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed
as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three
decimal places.
Our actions and determinations
in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
We will send notice at
least 30 days, but not more than 60 days, before the redemption date to each holder of Notes to be redeemed.
Unless we default in
payment of the redemption price, on and after the redemption date interest will cease to accrue on the Notes or portions of the Notes
called for redemption.
Except in the case of
a conditional redemption, as discussed below, once notice of redemption is given, the Notes called for redemption become due and payable
on the redemption date at the redemption price stated in the notice.
A notice of redemption
may be conditional and provide that it is subject to the occurrence of any event described in the notice before the date fixed for the
redemption. A notice of conditional redemption will be of no effect unless all conditions to the redemption have occurred before the
redemption date or have been waived by us.
Covenants
Limitation on Liens
on Stock of Certain Subsidiaries
For so long as any Notes
remain outstanding, we will not create or incur or allow any of our subsidiaries to create or incur any pledge or security interest on
any of the capital stock of WE or WG held by us or one of our subsidiaries on the issue date of the Notes.
Limitation on Mergers,
Consolidations and Sales of Assets
The indenture provides
that we will not consolidate with or merge into another company in a transaction in which we are not the surviving company, or transfer
all or substantially all of our assets to another company, unless:
| • | that company is organized under the laws of the United States
or a state thereof or is organized under the laws of a foreign jurisdiction and consents
to the jurisdiction of the courts of the United States or a state thereof; |
| | | |
| • | that company assumes by supplemental indenture all of our obligations
under the indenture and the Notes; |
| | | |
| • | all required approvals of any regulatory body having jurisdiction
over the transaction have been obtained; and |
| | | |
| • | immediately after the transaction no default exists under the
indenture. |
The successor will be
substituted for us as if it had been an original party to the indenture, securities resolutions and the Notes. Thereafter, the successor
may exercise our rights and powers under the indenture and the Notes, and all of our obligations under those documents will terminate.
Events of Default
In addition to the events
of default described in the accompanying prospectus under the heading “Description of Debt Securities — Defaults and Remedies,”
an event of default under the Notes will include our failure to pay when due principal, interest or premium in an aggregate amount of
$25 million or more with respect to any of our Indebtedness, or the acceleration of any of our Indebtedness aggregating $25 million or
more which default is not cured, waived or postponed pursuant to an agreement with the holders of the Indebtedness within 60 days after
written notice as provided in the indenture governing the Notes, or the acceleration is not rescinded or annulled within 30 days after
written notice as provided in the indenture governing the Notes. As used in this paragraph, “Indebtedness” means the following
obligations of WEC Energy Group, WE and WG (and specifically excludes obligations of WEC Energy Group’s other subsidiaries and
intercompany obligations):
| • | all obligations for borrowed money; |
| | | |
| • | all obligations evidenced by bonds, debentures, notes or similar
instruments, or upon which interest payments are customarily made; |
| | | |
| • | all obligations under conditional sale or other title retention
agreements relating to property purchased by us to the extent of the value of the property
(other than customary reservations or retentions of title under agreements with suppliers
entered into in the ordinary course of our business); and |
| | | |
| • | all obligations issued or assumed as the deferred purchase price
of property or services purchased by us which would appear as liabilities on our balance
sheet. |
Other
The Notes will be subject
to defeasance under the conditions described in the accompanying prospectus.
We may from time to time,
without notice to, or the consent of, the holders of the Notes, create and issue further notes of the same series, equal in rank to the
Notes in all respects (or in all respects except for the payment of interest accruing prior to the issue date of the additional notes
or, if applicable, the first payment of interest following the issue date of the additional notes) so that the additional notes may be
consolidated and form a single series with the Notes and have the same terms as to status, redemption or otherwise as the Notes. Any
additional notes having such similar terms, together with the new Notes offered hereby and the initial Notes, will constitute a single
series of senior notes under the indenture. In the event that we issue additional notes of the same series, we will prepare a new offering
memorandum or prospectus.
The indenture and the
Notes will be governed by the laws of the State of Wisconsin, unless federal law governs.
Book-Entry Only Issuance—The Depository Trust Company
The Depository Trust Company (“DTC”),
New York, NY, will act as the securities depository for the Notes. The new Notes offered hereby will be issued only as fully-registered
securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by
an authorized representative of DTC. Upon issuance, the new Notes offered hereby will be represented by one or more fully-registered
global note certificates, representing in the aggregate the total principal amount of the new Notes offered hereby, and will be deposited
with the Trustee on behalf of DTC.
DTC, the world’s largest securities depository,
is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning
of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New
York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange
Act. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt
issues and money market instruments from over 100 countries that DTC’s participants (“Direct Participants”) deposit
with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited
securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates
the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and
dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is a wholly-owned subsidiary of The Depository
Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation
and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries.
Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies
and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly
(“Indirect Participants”). The DTC Rules applicable to its Participants are on file with the SEC. More information about
DTC can be found at www.dtcc.com. The contents of such website do not constitute part of this prospectus supplement or the accompanying
prospectus.
Purchases of the Notes within the DTC system
must be made by or through Direct Participants, which will receive a credit for the Notes on DTC’s records. The ownership interest
of each actual purchaser of each Note (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’
records. Beneficial Owners will not receive written confirmation from DTC of their purchases. Beneficial Owners, however, are expected
to receive written confirmations providing details of the transactions, as well as periodic statements of their holdings, from the Direct
or Indirect Participants through which the Beneficial Owners purchased Notes. Transfers of ownership interests in the Notes are to be
accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners
will not receive certificates representing their ownership interests in the Notes, except in the event that use of the book-entry system
for the Notes is discontinued.
To facilitate subsequent transfers, all Notes
deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such
other name as may be requested by an authorized representative of DTC. The deposit of the Notes with DTC and their registration in the
name of Cede & Co. or such other DTC nominee do not effect any changes in beneficial ownership. DTC has no knowledge of the
actual Beneficial Owners of the Notes. DTC’s records reflect only the identity of the Direct Participants to whose accounts such
Notes are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping
account of their holdings on behalf of their customers.
Conveyance of notices and other communications
by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants
to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect
from time to time.
Redemption notices will be sent to DTC. If less
than all the Notes are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant
in such Notes to be redeemed.
Neither DTC nor Cede & Co. (nor any
other DTC nominee) will consent or vote with respect to the Notes unless authorized by a Direct Participant in accordance with DTC’s
procedures. Under its usual procedures, DTC mails an Omnibus Proxy to us as soon as possible after the record date. The Omnibus Proxy
assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Notes are credited
on the record date (identified in a listing attached to the Omnibus Proxy).
Payments on the Notes will be made to Cede &
Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’
accounts upon DTC’s receipt of funds and corresponding detail information from us or the Trustee on the relevant payment date in
accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed
by standing instructions and customary practices, as is the case with securities held for the account of customers registered in “street
name,” and will be the responsibility of such Participant and not of DTC or WEC Energy Group, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment to Cede & Co. (or such other nominee as may be requested by an authorized
representative of DTC) is the responsibility of WEC Energy Group, disbursement of such payments to Direct Participants is the responsibility
of DTC, and disbursement of such payments to the Beneficial Owners is the responsibility of Direct and Indirect Participants.
Except as provided herein, a Beneficial Owner
of a global Note will not be entitled to receive physical delivery of a Note. Accordingly, each Beneficial Owner must rely on the procedures
of DTC to exercise any rights under the Notes. The laws of some jurisdictions require that certain purchasers of securities take physical
delivery of securities in definitive form. Such laws may impair the ability to transfer beneficial interests in a global Note.
DTC may discontinue providing its services as
securities depository with respect to the Notes at any time by giving reasonable notice to us. Under such circumstances, in the event
that a successor securities depository is not obtained, Note certificates will be required to be printed and delivered to the holders
of record. Additionally, we may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities
depository) with respect to the Notes. We understand, however, that under current industry practices, DTC would notify its Direct and
Indirect Participants of our decision, but will only withdraw beneficial interests from a global Note at the request of each Direct or
Indirect Participant. In that event, certificates for the Notes will be printed and delivered to the applicable Direct or Indirect Participant.
The information in this section concerning DTC
and DTC’s book-entry system has been obtained from sources that we believe to be reliable, but neither we nor any underwriter takes
any responsibility for the accuracy thereof. Neither we nor any underwriter has any responsibility for the performance by DTC or its
Direct or Indirect Participants of their respective obligations as described herein or under the rules and procedures governing
their respective operations.
MATERIAL UNITED STATES
FEDERAL INCOME TAX CONSIDERATIONS
The following discussion describes certain United
States federal income tax considerations relevant to the acquisition, ownership and disposition of the new Notes offered by this prospectus
supplement, and insofar as it relates to matters of United States federal income tax laws and regulations or legal conclusions with respect
thereto, constitutes the opinion of our tax counsel, Troutman Pepper Hamilton Sanders LLP. The following discussion does not purport
to be a complete analysis of all potential United States federal income tax considerations. This discussion only applies to the new Notes
offered by this prospectus supplement that are held as capital assets, within the meaning of Section 1221 of the Internal Revenue
Code of 1986, as amended (the “Code”), and that are purchased in this initial offering of the new Notes at the initial offering
price. This discussion is based on the Code, administrative pronouncements, judicial decisions and regulations of the United States Treasury
Department, changes to any of which subsequent to the date of this prospectus supplement may affect the tax consequences described herein.
This discussion does not describe all of the United States federal income tax considerations that may be relevant to holders in light
of their particular circumstances or to holders subject to special rules, such as certain financial institutions, tax-exempt organizations,
banks, real estate investment trusts, regulated investment companies, insurance companies, thrifts, “controlled foreign corporations,”
“passive foreign investment companies,” United States persons whose functional currency is not the United States dollar,
investors in pass-through entities, including partnerships and Subchapter S corporations that invest in the new Notes, traders or dealers
in securities or commodities, persons subject to special tax accounting rules as a result of any item of gross income with respect
to the new Notes being taken into account in an applicable financial statement, persons holding new Notes as part of a hedge or other
integrated transaction, certain former citizens or residents of the United States or foreign persons eligible for benefits under an applicable
income tax treaty with the United States. For purposes of this discussion, “holder” means either a United States Holder (as
defined below) or a Non-United States Holder (as defined below) or both, as the context may require.
If a partnership, or other entity
or arrangement treated as a partnership for United States federal income tax purposes, beneficially owns the new Notes, the tax treatment
of a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. Partners in
a partnership that beneficially own the new Notes should consult with their tax advisors as to the particular United States federal income
tax considerations relevant to the acquisition, ownership and disposition of the new Notes applicable to them.
Persons
considering the purchase of new Notes are urged to consult their tax advisors with regard to the
application of the United States federal income tax laws to their
particular situations as well as any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction. Furthermore,
this discussion does not describe the effect of United States federal estate and gift tax laws or
the effect of any applicable foreign, state or local law.
WEC
Energy Group has not and will not seek any rulings or opinions from the Internal Revenue Service (the “IRS”) with respect
to the matters discussed below. There can be no assurance that the IRS will not take a different position concerning the tax consequences
of the acquisition, ownership or disposition of the new Notes or that any such position would not be sustained in court.
Consequences
to United States Holders
For
purposes of this discussion, a “United States Holder” means a beneficial owner of a new Note who, for United States federal
income tax purposes, is:
| • | an individual that is a citizen or resident of the United States; |
| | |
| • | a corporation or other entity treated as a corporation for United States
federal income tax purposes that is created or organized under the laws of the United States,
any state thereof or the District of Columbia; |
| | |
| • | an estate the income of which is subject to United States federal income
taxation regardless of its source; or |
| | |
| • | a trust if (1) a court within the United States is able to exercise
primary control over its administration and one or more United States persons, within the
meaning of Section 7701(a)(30) of the Code (a “United States Person”), have
the authority to control all substantial decisions of such trust, or (2) the trust has
made an election under the applicable Treasury regulations to be treated as a United States
Person. |
Qualified
Reopening
For
United States federal income tax purposes, we intend to treat the new Notes offered hereby as being issued in a “qualified reopening”
of our 4.75% Senior Notes due January 9, 2026 that were issued on January 11, 2023. For United States federal income tax purposes,
debt instruments issued in a qualified reopening are deemed to be part of the same issue as the original debt instruments. Under the
treatment described in this paragraph, the new Notes offered hereby will have the same issue date, same issue price and same adjusted
issue price as the initial Notes for United States federal income tax purposes. The remainder of this discussion assumes the correctness
of the treatment described in this paragraph.
Payments
of Interest
Stated
interest on a new Note other than any accrued interest to which a portion of the purchase price is
allocated (as described under “—Pre-Issuance Accrued Interest”) generally will be included in the gross income of a
United States Holder as ordinary income at the time such interest is accrued or received, in accordance
with the United States Holder’s method of tax accounting for United States federal
income tax purposes.
Original
Issue Discount
Under
the qualified reopening rules of United States federal income tax law, a debt instrument issued in a qualified reopening will have
the same original issue discount, if any, as the related debt instrument issued in the original offering. Accordingly, because our 4.75%
Senior Notes due January 9, 2026 were not issued with original issue discount, the new Notes offered hereby will not be treated
as issued with original issue discount for United States federal income tax purposes.
Pre-Issuance
Accrued Interest
The
aggregate purchase price of the new Notes issued pursuant to this offering will include interest accrued at the applicable rate of interest
from January 11, 2023 up to, but excluding the delivery date of the new Notes, which is referred to herein as “pre-issuance
accrued interest.” Pre-issuance accrued interest will be included in the accrued interest paid on
the new Notes on the first interest payment date after the issuance of the new Notes offered hereby, which will be July 9, 2023.
We intend to the take the position that a portion of the July 9, 2023 interest payment equal to the pre-issuance accrued interest
will be treated as a return of the pre-issuance accrued interest included in the offering price, and not as an amount payable on the
new Notes. If this position is respected, our payment of such pre-issuance accrued interest will not be treated as taxable interest income
to United States Holders of the new Notes and the amount of the pre-issuance accrued interest will
reduce such United States Holder’s adjusted tax basis in the new Notes. Prospective purchasers
of the new Notes are urged to consult their tax advisors with respect to the tax treatment of pre-issuance accrued interest.
Bond
Premium
If
a new Note is purchased at a price in excess of such new Note’s stated principal amount (excluding any amounts that are treated
as pre-issuance accrued interest as described above under “—Pre-Issuance Accrued Interest”), such United States Holder
will have bond premium with respect to that new Note in an amount equal to such excess. A United States Holder generally may elect to
amortize bond premium using the constant yield method over the remaining term of the new Note and may offset stated interest income otherwise
required to be included in respect of the new Note during any taxable year by the amortized amount of bond premium for the taxable year.
The election to amortize bond premium on a constant yield method, once made, will also apply to all other debt obligations with bond
premium that a United States Holder holds at the beginning of or acquires on or after the first taxable year to which the election applies
and may not be revoked without the consent of the IRS. If a United States Holder does not elect to amortize the bond premium, the bond
premium will decrease the gain or increase the loss such holder would otherwise recognize on the disposition of the new Note. Prospective
purchasers of the new Notes are urged to consult their tax advisors with respect to the rules relating to amortizable bond premium
and the application to their particular circumstances.
Market Discount
If
a new Note is purchased at a price that is less than such new Note’s stated principal amount (excluding any amounts that are treated
as pre-issuance accrued interest as described above under “—Pre-Issuance Accrued Interest”), the amount of the difference
generally will be treated as market discount for United States federal income tax purposes, unless this difference satisfies a de
minimis test. If a United States Holder purchases a new Note with market discount, the United States Holder generally will be required
to treat any principal payment or any gain on the sale or other taxable disposition of the new Note as ordinary income to the extent
of the market discount accrued (on a straight-line basis or, at such United States Holder’s election, on a constant yield basis)
on the new Note at the time of the payment or disposition unless this market discount was previously included in income. If a United
States Holder disposes of a new Note with market discount in certain nontaxable transactions, accrued market discount will be includible
as ordinary income as if the new Note was sold in a taxable transaction at its then fair market value. In addition, a United States Holder
may be required to defer, until the maturity of the new Note or its earlier disposition (including in certain nontaxable transactions),
the deduction of all or a portion of the interest expense on any indebtedness incurred or maintained to purchase or carry the new Note.
Gain in excess of such accrued market discount will be subject to the capital gains rules described below under “—Sale,
Exchange, or Other Disposition of the New Notes”.
Sale,
Exchange or Other Disposition of the New Notes
Upon
the sale, exchange, retirement or other taxable disposition of a new Note, a United States Holder generally will recognize gain or loss
equal to the difference, if any, between (1) the amount of cash plus the fair market value of any property received by the United
States Holder in the sale, exchange, or retirement, or other taxable disposition, except any portion of such amount that is attributable
to accrued but unpaid interest, which (except in the case of pre-issuance accrued interest) will be taxed as ordinary interest income
to the extent not previously so taxed, and (2) the United States Holder’s adjusted tax basis in the new Note. A United States
Holder’s adjusted tax basis in a new Note will generally equal the amount such United States Holder paid for the new Note (less
any amount attributable to pre-issuance accrued interest, as described above under “—Pre-issuance Accrued Interest”)
reduced by any amortized bond premium, as discussed above under “—Bond Premium” and increased by any market discount
previously included in income, as discussed above under “—Market Discount”. Subject to the discussion above under “—Market
Discount”, any such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the United States Holder
has held the new Note for more than one year at the time of the sale, exchange, retirement or other taxable disposition. Under current
United States federal income tax law, net long-term capital gain of a non-corporate United States Holder is currently eligible for a
reduced rate of taxation. The deductibility of capital losses is subject to limitations. United States Holders
should consult their own tax advisors concerning the application of these tax law provisions to their particular circumstances.
Information
Reporting and Backup Withholding
In
general, we must report certain information to the IRS with respect to payments of stated interest and payments of the proceeds
of the sale or other taxable disposition of a new Note to certain United States Holders,
except in the case of an exempt recipient (such as a corporation). Backup withholding, currently at a rate of 24%, may be imposed with
respect to the foregoing amounts if the payee fails to provide a taxpayer identification number or a certification of exempt status,
or if the payee fails to report in full dividend and interest income. Backup withholding is not an additional tax. Any amounts withheld
under the backup withholding rules from a payment to a United States Holder will be allowed
as a credit against its United States federal income tax liability, if any, or may entitle the United
States Holder to a refund, provided that the required information is timely furnished to the IRS. United
States Holders should consult their own tax advisors regarding their qualification for an exemption from
backup withholding and the procedures for obtaining such exemption, if applicable.
Medicare
Contribution Tax
An
additional 3.8% tax will be imposed on certain United States Holders who are individuals, estates
or trusts (other than certain exempt trusts or estates) on the lesser of (1) the United
States Holder’s “net investment income” (or undistributed net investment income in the
case of an estate or trust) for the relevant taxable year and (2) the excess of the United States Holder’s
modified adjusted gross income (or adjusted gross income in the case of an estate or trust) for the taxable year over a certain threshold.
A United States Holder’s net investment income will generally include its interest income (other
than pre-acquisition accrued interest) and its net gains from the disposition of new Notes, unless such interest income or net gains
are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive
or trading activities). Any United States Holder that is an individual, estate or trust should consult
its tax advisor regarding the applicability of the Medicare contribution tax to its income and gains in respect of its investment in
the new Notes.
Consequences
to Non-United States Holders
For
purposes of this discussion, a “Non-United States Holder” is a beneficial owner of a new Note (other than a partnership or
other pass-through entity) that, for United States federal income tax purposes, is not a United States Holder.
Interest
Except
if interest on the new Notes is effectively connected with the conduct by a Non-United States Holder of a trade or business within the
United States, and subject to the potential back-up withholding and Foreign Account Tax Compliance Act (“FATCA”) withholding
summarized below, a Non-United States Holder generally will not be subject to United States federal income or withholding tax on payments
of interest on the new Notes provided that such Non-United States Holder (1) does not directly or indirectly, actually or constructively,
own 10% or more of the total combined voting power of all classes of WEC Energy Group’s stock entitled to vote, (2) is not
a controlled foreign corporation that is related to WEC Energy Group directly or constructively through stock ownership, (3) is
not a bank receiving such interest on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of
its trade or business, and (4) satisfies certain certification requirements. Such certification requirements will be met if (a) the
Non-United States Holder provides its name and address, and certifies on an IRS Form W-8BEN or IRS Form W-8BEN-E (or a substantially
similar form), under penalties of perjury, that it is not a United States Person or (b) a securities clearing organization or certain
other financial institutions holding the new Notes on behalf of the Non-United States Holder certifies on IRS Form W-8IMY, under
penalties of perjury, that such certification has been received by it and furnishes us or our paying agent with a copy thereof. In addition,
WEC Energy Group or its paying agent must not have actual knowledge or reason to know that the beneficial owner of the new Notes is a
United States Person.
If
interest on the new Notes is not effectively connected with the conduct by the Non-United States Holder of a trade or business within
the United States, but such Non-United States Holder does not satisfy the other requirements outlined in the preceding paragraph, interest
on the new Notes generally will be subject to United States withholding tax at a 30% rate (or a lower applicable treaty rate).
If
interest on the new Notes is effectively connected with the conduct by a Non-United States Holder of a trade or business within the United
States, and, if certain tax treaties apply, is attributable to a permanent establishment or fixed base within the United States, the
Non-United States Holder generally will be subject to United States federal income tax on a net income basis at the rate applicable to
United States Persons generally (and, with respect to corporate Non-United States Holders, may also be subject to a 30% branch profits
tax (or a lower applicable treaty branch profits tax rate)). If interest on the new Notes is effectively connected with the conduct by
a Non-United States Holder of a trade or business within the United States, such interest payments will not be subject to United States
withholding tax if the Non-United States Holder provides to us or our paying agent the appropriate documentation (generally an IRS Form W-8ECI).
Sale or Other
Taxable Disposition of the New Notes
Subject
to the “—Information Reporting and Backup Withholding” and “—FATCA Withholding” summaries below,
a Non-United States Holder generally will not be subject to United States federal withholding tax with respect to gain, if any, recognized
on the sale or other taxable disposition of the new Notes. A Non-United States Holder will also generally not be subject to United States
federal income tax with respect to such gain, unless (1) the gain is effectively connected with the conduct by such Non-United States
Holder of a trade or business within the United States, and, if certain tax treaties apply, is attributable to a permanent establishment
or fixed base within the United States, or (2) in the case of a Non-United States Holder that is a nonresident alien individual,
such Non-United States Holder is present in the United States for 183 or more days in the taxable year of the disposition and certain
other conditions are satisfied. In the case described in (1) above, gain or loss recognized on the disposition of such new Notes
generally will be subject to United States federal income taxation in the same manner as if such gain or loss were recognized by a United
States Person, and, in the case of a Non-United States Holder that is a foreign corporation, may also be subject to the branch profits
tax at a rate of 30% (or a lower applicable treaty branch profits tax rate). In the case described in (2) above, the Non-United
States Holder will be subject to a 30% tax (or lower applicable treaty rate) on any capital gain recognized on the disposition of the
new Notes (after being offset by certain United States source capital losses).
To
the extent the amount realized on a sale, exchange, redemption or other taxable disposition of the new Notes is attributable to accrued
but unpaid interest on the new Notes, such amount generally will be subject to, or exempt from, tax to the same extent as described under
“—Interest” above.
Information
Reporting and Backup Withholding
Information
returns will be filed annually with the IRS in connection with our payment of interest on the new Notes. Copies of these information
returns may also be made available under the provisions of a specific tax treaty or other agreement to the tax authorities of the country
in which the Non-United States Holder resides. Unless the Non-United States Holder complies with certification procedures to establish
that it is not a United States Person, information returns may be filed with the IRS in connection with the proceeds from a sale or other
disposition of the new Notes, and the Non-United States Holder may be subject to backup withholding tax (currently at a rate of 24%)
on payments of interest on the new Notes or on the proceeds from a sale or other disposition of the new Notes. The certification procedures
required to claim the exemption from backup withholding tax on interest described above will satisfy the certification requirements necessary
to avoid the backup withholding tax as well. The amount of any backup withholding from a payment to a Non-United States Holder may be
allowed as a credit against the Non-United States Holder’s United States federal income tax liability or may entitle the Non-United
States Holder to a refund, provided that the required information is furnished to the IRS in a timely manner.
FATCA Withholding
Under FATCA and additional guidance issued by
the IRS, a United States federal withholding tax of 30% generally will apply to interest on a debt obligation paid to (1) a “foreign
financial institution” (as specifically defined in the Code), whether such foreign financial institution is the beneficial owner
or an intermediary, unless such institution enters into an agreement with the United States government to collect and provide to the
United States tax authorities substantial information regarding United States account holders of such institution (which would include
certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with United States
owners), or (2) a foreign entity that is a “non-financial foreign institution” (as specifically defined in the Code),
whether such non-financial foreign entity is the beneficial owner or an intermediary, unless such non-financial foreign entity provides
the withholding agent with a certification that the beneficial owner of the payment does not have any substantial United States owners
or provides the name, address and taxpayer identification number of each substantial United States owner of the entity, which generally
includes any United States Person who directly or indirectly owns more than 10% of the entity, and certain other specified requirements
are met. Although withholding under FATCA would have applied to payments of gross proceeds from the taxable disposition of the new Notes
on or after January 1, 2019, proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers
generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued. Certain Non-United States Holders
located in a jurisdiction with an intergovernmental agreement with the United States governing FATCA may be subject to different rules.
We will not be obligated to pay any additional amounts to “gross up” payments to holders as a result of any withholding or
deduction for such taxes. If an interest payment is both subject to withholding under FATCA and subject to the withholding tax discussed
above under “—Interest”, the withholding under FATCA may be credited against, and therefore reduce, such other withholding
tax.
UNDERWRITING (CONFLICTS
OF INTEREST)
Subject to the terms
and conditions contained in an underwriting agreement dated the date of this prospectus supplement, the underwriters named below, for
whom Barclays Capital Inc. and TD Securities (USA) LLC are acting as representatives, have severally agreed to purchase, and we have
agreed to sell to them, severally, the principal amount of the new Notes indicated in the following table:
| Underwriter | |
Principal Amount
of Notes | |
| Barclays Capital Inc. | |
$ | 140,000,000 | |
| TD Securities (USA) LLC | |
| 140,000,000 | |
| Siebert Williams Shank & Co., LLC | |
| 70,000,000 | |
| Total | |
$ | 350,000,000 | |
The underwriters are
offering the new Notes subject to their acceptance of the new Notes from us and subject to prior sale. The underwriting agreement provides
that the obligations of the several underwriters to pay for and accept delivery of the new Notes offered by this prospectus supplement
are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated
to take and pay for all of the new Notes offered by this prospectus supplement if any are taken.
New Notes sold by
the underwriters to the public will initially be offered at the initial public offering price set forth on the cover page of
this prospectus supplement. Any new Notes sold by the underwriters to securities dealers may be sold at a discount from the initial
public offering price of up to 0.200% of the principal amount of the new Notes. Any such securities dealers may resell any new Notes
purchased from the underwriters to certain other brokers or dealers at a discount from the initial public offering price of up
to 0.150% of the principal amount of the new Notes. After the initial public offering of
the new Notes offered by this prospectus supplement, the offering prices and other selling terms may from time to time be varied by
the representatives. The offering of the new Notes by the underwriters is subject to receipt and acceptance and subject to the
underwriters’ right to reject any order in whole or in part.
The following table shows
the underwriting discount that we are to pay to the underwriters in connection with this offering (expressed as a percentage of the principal
amount of the new Notes offered by this prospectus supplement).
| |
|
|
Paid by
WEC Energy Group |
|
| Per Note |
|
|
|
0.350 |
% |
In order to facilitate
the offering of the new Notes offered by this prospectus supplement, the underwriters may engage in transactions that stabilize, maintain
or otherwise affect the price of the Notes. Specifically, the underwriters may over-allot in connection with the offering, creating a
short position in the Notes for their own account. In addition, to cover over-allotments or to stabilize the price of the Notes, the
underwriters may bid for, and purchase, Notes on the open market. Short sales involve the sale by the underwriters of a greater number
of Notes than they are required to purchase in the offering. Stabilizing transactions consist of certain bids or purchases made for the
purpose of preventing or retarding a decline in the market price of the Notes while the offering is in progress. Finally, the underwriters
may reclaim selling concessions allowed to an underwriter or a dealer for distributing the new Notes in the offering, if the underwriters
repurchase previously distributed Notes in transactions to cover syndicate short positions, in stabilization transactions or otherwise.
Any of these activities may stabilize or maintain the market price of the Notes above independent market levels. The underwriters are
not required to engage in these activities and may end any of these activities at any time. These transactions may be effected in the
over-the-counter market or otherwise.
The underwriters also
may impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount
received by it because the representatives have repurchased Notes sold by or for the account of such underwriter in stabilizing or short
covering transactions.
The Notes are not listed
on any securities exchange or on any automated dealer system. We have been advised by the underwriters that they intend to make a market
in the new Notes offered by this prospectus supplement, but they are not obligated to do so and may discontinue market making at any
time without notice. We cannot assure you as to the liquidity of the trading market for the Notes.
We estimate that our
total expenses for this offering, not including the underwriting discount, will be approximately $0.8 million.
The underwriters and
their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading,
commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage
activities. In the ordinary course of their respective businesses, certain of the underwriters and their affiliates have provided, currently
provide and may in the future provide, investment banking, commercial banking, advisory and other services for us and our affiliates,
for which they received and will receive customary fees and expenses. Affiliates of each of the book running managers are lenders under
our existing $1.5 billion credit facility, WE’s existing $500 million credit facility, WPS’s existing $400 million credit
facility, WG’s existing $350 million credit facility and PGL’s existing $350 million credit facility.
In the ordinary course of their various business
activities, the underwriters and their respective affiliates may make or hold a broad array of investments, including serving as counterparties
to certain derivative hedging arrangements, and actively trade debt and equity securities (or related derivative securities) and financial
instruments (including bank loans) for their own account and for the accounts of their customers. Such investment and securities activities
may involve securities and instruments of WEC Energy Group and its affiliates. Certain of the underwriters or their respective affiliates
that have a lending relationship with us routinely hedge, and certain other of those underwriters or their respective affiliates may
hedge, their credit exposure to us consistent with their customary risk management policies. Typically, such underwriters and their affiliates
would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation
of short positions in our securities, including potentially the new Notes offered hereby. Any such credit default swaps or short positions
could adversely affect future trading prices of the new Notes offered hereby. The underwriters and their affiliates may also make investment
recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold,
or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
We have agreed to indemnify
the several underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments that
the underwriters may be required to make because of any of those liabilities.
Northern Trust Securities, Inc.,
a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and subsidiary of Northern Trust Corporation,
is being paid a referral fee by Siebert Williams Shank & Co., LLC. An affiliate of Northern Trust Securities, Inc. acts
as the trustee and custodian of WEC Energy Group’s pension and other post-retirement benefit plan trusts.
Conflicts of Interest
Certain of the underwriters or their affiliates
may hold a portion of the short-term debt that we intend to repay using all or a portion of the net proceeds of the new Notes. In such
event, it is possible that one or more of the underwriters or their affiliates could receive at least 5% of the net proceeds of the offering,
and in that case such underwriter would be deemed to have a conflict of interest under FINRA Rule 5121 (Public Offerings of Securities
with Conflicts of Interest). In the event of any such conflict of interest, such underwriter would be required to conduct the distribution
of the new Notes in accordance with FINRA Rule 5121. If FINRA Rule 5121 is applicable, such underwriter would not be permitted
to confirm a sale to an account over which it exercises discretionary authority without first receiving specific written approval from
the account holder.
LEGAL MATTERS
Various legal matters
in connection with the new Notes will be passed upon (a) for us by Troutman Pepper Hamilton Sanders LLP, Atlanta, Georgia, and (b) for
the underwriters by Hunton Andrews Kurth LLP, New York, New York. Joshua M. Erickson, Vice President and Deputy General Counsel, WEC
Business Services LLC, will pass upon the validity of the new Notes, as well as certain other legal matters, on our behalf. Mr. Erickson
is the beneficial owner of less than 0.01% of WEC Energy Group’s common stock.
EXPERTS
The consolidated financial
statements, and the related financial statement schedules, as of December 31, 2022 and 2021, and for each of the three years in
the period ended December 31, 2022, incorporated by reference in this prospectus supplement and the accompanying prospectus
to our Annual Report on Form 10-K for the year ended December 31, 2022, and the effectiveness of internal control over financial
reporting, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their
reports. Such consolidated financial statements and financial statement schedules are incorporated by reference in reliance upon the
reports of such firm given their authority as experts in accounting and auditing.
DOCUMENTS INCORPORATED
BY REFERENCE
We file annual, quarterly
and current reports, as well as registration and proxy statements and other information, with the SEC. Our SEC filings (File No. 001-09057)
are available to the public over the Internet at the SEC’s website at http://www.sec.gov as well as on our website, www.wecenergygroup.com.
The information contained on, or accessible from, our website is not a part of, and is not incorporated in, this prospectus supplement
or the accompanying prospectus.
The SEC allows us to
“incorporate by reference” into this prospectus supplement and the accompanying prospectus the information we file with the
SEC, which means we can disclose important information to you by referring you to those documents. Please refer to “Where You Can
Find More Information” in the accompanying prospectus. Any information referenced this way is considered to be part of this prospectus
supplement and the accompanying prospectus, and any information that we file later with the SEC will automatically update and supersede
this information. At the date of this prospectus supplement, we incorporate by reference the following documents that we have filed with
the SEC, and any future filings that we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until
we complete our sale of the securities to the public:
Information furnished
under Items 2.02 or 7.01 of any Current Report on Form 8-K will not be incorporated by reference into this prospectus supplement
or the accompanying prospectus unless specifically stated otherwise. We will provide, at no cost, to each person, including any beneficial
owner, to whom this prospectus supplement and the accompanying prospectus are delivered, a copy of any or all of the information that
has been incorporated by reference into, but not delivered with, this prospectus supplement and the accompanying prospectus, upon written
or oral request to us at:
WEC Energy Group, Inc.
231 West Michigan Street
P. O. Box 1331
Milwaukee, Wisconsin 53201
Attn: Ms. Margaret C. Kelsey,
Executive Vice President, General Counsel and Corporate Secretary
Telephone: (414) 221-2345
PROSPECTUS
WEC ENERGY GROUP, INC.
Debt Securities
WEC Energy Group, Inc.
may issue and sell debt securities to the public from time to time in one or more offerings. We urge you to read this prospectus and the
applicable prospectus supplement carefully before you make your investment decision.
This prospectus describes
some of the general terms that may apply to these debt securities. The specific terms of any debt securities to be offered, and any other
information relating to a specific offering, will be set forth in a prospectus supplement that will describe the interest rates, payment
dates, ranking, maturity and other terms of any debt securities that we issue or sell.
We may offer and sell
these debt securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed
basis. The supplements to this prospectus will provide the specific terms of the plan of distribution. This prospectus may not be used
to offer and sell securities unless accompanied by a prospectus supplement.
Our common stock is quoted
on the New York Stock Exchange under the symbol “WEC.”
See “Risk Factors”
on page 1 of this prospectus and “Risk Factors” contained in any applicable prospectus supplement and documents incorporated
by reference for information on certain risks related to the purchase of the debt securities.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus
is November 5, 2021.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
In
this prospectus, “we,” “us,” “our” and “WEC Energy Group” refer to WEC Energy Group, Inc.
This
prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (“SEC”) utilizing
a “shelf” registration process. Under this shelf process, we may issue and sell to the public the debt securities described
in this prospectus in one or more offerings.
This
prospectus provides you with only a general description of the debt securities we may issue and sell. Each time we offer debt securities,
we will provide a prospectus supplement to this prospectus that will contain specific information about the particular debt securities
and terms of that offering. In the prospectus supplement, we will describe the interest rate, payment dates, ranking, maturity and other
terms of any debt securities that we issue and sell.
The
prospectus supplement will also describe the proceeds and uses of proceeds from the debt securities, together with the names and compensation
of the underwriters, if any, through which the debt securities are being issued and sold, and other important considerations for investors.
The prospectus supplement may also add to, update or change information contained in this prospectus.
If
there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information
in the prospectus supplement. Please carefully read this prospectus and the applicable prospectus supplement, in addition to the information
contained in the documents we refer you to under the heading “WHERE YOU CAN FIND MORE INFORMATION.”
RISK FACTORS
Investing
in the securities of WEC Energy Group involves risk. Please see the “Risk Factors” described in Item 1A of our Annual
Report on Form 10-K for the year ended December 31, 2020, which is incorporated by reference in this prospectus. Before making
an investment decision, you should carefully consider these risks as well as other information contained or incorporated by reference
in this prospectus.
FORWARD-LOOKING STATEMENTS
AND CAUTIONARY FACTORS
We
have included or may include statements in this prospectus or in any prospectus supplement (including documents incorporated by reference)
that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended
(the “Securities Act of 1933”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act of 1934”). Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, goals, strategies,
assumptions or future events or performance may be forward-looking statements. Also, forward-looking statements may be identified by reference
to a future period or periods or by the use of forward-looking terminology such as “anticipates,” “believes,”
“could,” “estimates,” “expects,” “forecasts,” “goals,” “guidance,”
“intends,” “may,” “objectives,” “plans,” “possible,” “potential,”
“projects,” “seeks,” “should,” “targets,” “will,” or similar terms or variations
of these terms.
We
caution you that any forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties
and other factors that may cause our actual results, performance or achievements to differ materially from the future results, performance
or achievements we have anticipated in the forward-looking statements.
In
addition to the assumptions and other factors referred to specifically in connection with those statements, factors that could cause our
actual results, performance or achievements to differ materially from those contemplated in the forward-looking statements include factors
we have described under the captions “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors”
in our Annual Report on Form 10-K for the year ended December 31, 2020, and under the caption “Factors Affecting Results,
Liquidity, and Capital Resources” in the “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” section of our Annual Report on Form 10-K for the year ended December 31, 2020, or under similar captions
in the other documents we have incorporated by reference. Any forward-looking statement speaks only as of the date on which that statement
is made, and, except as required by applicable law, we do not undertake any obligation to update any forward-looking statement to reflect
events or circumstances, including unanticipated events, after the date on which that statement is made.
WEC ENERGY GROUP, INC.
WEC
Energy Group, Inc. was incorporated in the State of Wisconsin in 1981 and became a diversified holding company in 1986. On June 29,
2015, we acquired 100% of the outstanding common shares of Integrys Energy Group, Inc. and changed our name to WEC Energy Group, Inc.
Our
wholly owned subsidiaries are primarily engaged in the business of providing regulated electricity service in Wisconsin and Michigan and
regulated natural gas service in Wisconsin, Illinois, Michigan and Minnesota. As of September 30, 2021, our regulated utility
subsidiaries served approximately 1.6 million electric customers and approximately 2.9 million natural gas customers. In addition, we
have an approximately 60% equity interest in American Transmission Company LLC (“ATC”), a regulated electric transmission
company. Through subsidiaries, we also own majority interests in a number of wind generating facilities as part of our non-utility energy
infrastructure business. At December 31, 2020, we conducted our operations in the six reportable segments discussed below.
Wisconsin
Segment: The Wisconsin segment includes the electric and natural gas operations of Wisconsin Electric Power Company (“WE”),
Wisconsin Gas LLC (“WG”), Wisconsin Public Service Corporation (“WPS”), and Upper Michigan Energy Resources Corporation
(“UMERC”). This segment also includes steam service to WE steam customers in metropolitan Milwaukee, Wisconsin.
Illinois
Segment: The Illinois segment includes the natural gas operations of The Peoples Gas Light and Coke Company (“PGL”)
and North Shore Gas Company, which provide natural gas service to customers located in Chicago and the northern suburbs of Chicago. PGL
also owns and operates a 38.8 billion cubic feet natural gas storage field in central Illinois.
Other
States Segment: The other states segment includes the natural gas operations of Minnesota Energy Resources Corporation, which
serves customers in various cities and communities throughout Minnesota, and Michigan Gas Utilities Corporation (“MGU”), which
serves customers in southern and western Michigan.
Electric
Transmission Segment: The electric transmission segment includes our approximately 60% ownership interest in ATC, which owns,
maintains, monitors, and operates electric transmission systems primarily in Wisconsin, Michigan, Illinois, and Minnesota, and our
approximately 75% ownership interest in ATC Holdco, LLC, a separate entity formed to invest in transmission-related projects outside of
ATC’s traditional footprint.
Non-Utility
Energy Infrastructure Segment: The non-utility energy infrastructure segment includes the operations of W.E. Power, LLC (“We
Power”), which owns and leases electric power generating facilities to WE; Bluewater Natural Gas Holding, LLC (“Bluewater”),
which owns underground natural gas storage facilities in southeastern Michigan; and WEC Infrastructure LLC (“WECI”). As of
September 30, 2021, WECI has acquired or agreed to acquire majority interests in eight wind parks, capable of providing more than
1,500 megawatts of renewable energy. These wind parks represent more than $2.3 billion of committed investments and have long-term agreements
with unaffiliated third parties. WECI’s investment in all of these wind parks either qualifies, or is expected to qualify, for production
tax credits.
Corporate
and Other Segment: The corporate and other segment includes the operations of the WEC Energy Group holding company, the Integrys
Holding, Inc. (“Integrys Holding”) holding company, the Peoples Energy, LLC holding company, Wispark LLC, WEC Business
Services LLC, and WPS Power Development, LLC (prior to the sale of its remaining solar facilities in November 2020). This segment
also includes Wisvest LLC and Wisconsin Energy Capital Corporation, which no longer have significant operations.
WEC
Business Services LLC is a wholly owned centralized service company that provides administrative and general support services to our regulated
utilities, as well as certain services to our nonregulated entities. Wispark LLC develops and invests in real estate and had $28.8 million
in real estate holdings at December 31, 2020.
Our
principal executive offices are located at 231 West Michigan Street, P.O. Box 1331, Milwaukee, Wisconsin 53201. Our telephone
number is (414) 221-2345.
USE OF PROCEEDS
Except
as otherwise described in the applicable prospectus supplement, we intend to use the net proceeds from the sale of our debt securities
(a) to fund, or to repay short-term debt incurred to fund, investments (including equity contributions and loans to affiliates),
(b) to repay and/or refinance debt, and/or (c) for other general corporate purposes. Pending disposition, we may temporarily
invest any proceeds of the offering not required immediately for the intended purposes in U.S. governmental securities and other
high quality U.S. securities. We expect to borrow money or sell securities from time to time, but we cannot predict the precise amounts
or timing of doing so. For current information, please refer to our current filings with the SEC. See “WHERE YOU CAN FIND MORE INFORMATION.”
DESCRIPTION OF DEBT
SECURITIES
The
debt securities will be our direct unsecured general obligations. The debt securities will consist of one or more senior debt securities,
subordinated debt securities and junior subordinated debt securities. The debt securities will be issued in one or more series under the
indenture described below between us and The Bank of New York Mellon Trust Company, N.A. (as successor to The First National Bank of Chicago),
as trustee, dated as of March 15, 1999, and under a securities resolution (which may be in the form of a resolution or a supplemental
indenture) authorizing the particular series.
We
have summarized selected provisions of the indenture and the debt securities that we may offer hereby. This summary is not complete and
may not contain all of the information important to you. Copies of the indenture and a form of securities resolution are filed or incorporated
by reference as exhibits to the registration statement of which this prospectus is a part. The securities resolution for each series of
debt securities issued and outstanding also has been or will be filed or incorporated by reference as an exhibit to the registration statement.
You should read the indenture and the applicable securities resolution for other provisions that may be important to you. In the summary
below, where applicable, we have included references to section numbers in the indenture so that you can easily find those provisions.
The particular terms of any debt securities we offer will be described in the related prospectus supplement, along with any applicable
modifications of or additions to the general terms of the debt securities described below and in the indenture. For a description of the
terms of any series of debt securities, you should also review both the prospectus supplement relating to that series and the description
of the debt securities set forth in this prospectus before making an investment decision.
General
The
indenture does not significantly limit our operations. In particular, it does not:
| · | limit the amount of debt securities that we can issue under the indenture; |
| · | limit the number of series of debt securities that we can issue from time to time; |
| · | restrict the total amount of debt that we or our subsidiaries may incur; or |
| · | contain any covenant or other provision that is specifically intended to afford any holder of the debt
securities protection in the event of highly leveraged transactions or any decline in our ratings or credit quality. |
The
ranking of a series of debt securities with respect to all of our indebtedness will be established by the securities resolution creating
the series.
Although
the indenture permits the issuance of debt securities in other forms or currencies, the debt securities covered by this prospectus will
only be denominated in U.S. dollars in registered form without coupons, unless otherwise indicated in the applicable prospectus supplement.
Unless
we say otherwise in the applicable prospectus supplement, we may redeem the debt securities for cash.
Terms
A
prospectus supplement and a securities resolution relating to the offering of any new series of debt securities will include specific
terms relating to the offering. The terms will include some or all of the following:
| · | the designation, aggregate principal amount, currency or composite currency and denominations of the debt
securities; |
| · | the price at which the debt securities will be issued and, if an index, formula or other method is used,
the method for determining amounts of principal or interest; |
| · | the maturity date and other dates, if any, on which the principal of the debt securities will be payable; |
| · | the interest rate or rates, if any, or method of calculating the interest rate or rates, which the debt
securities will bear; |
| · | the date or dates from which interest will accrue and on which interest will be payable and the record
dates for the payment of interest; |
| · | the manner of paying principal and interest on the debt securities; |
| · | the place or places where principal and interest will be payable; |
| · | the terms of any mandatory or optional redemption of the debt securities by us, including any sinking
fund; |
| · | the terms of any conversion or exchange right; |
| · | the terms of any redemption of debt securities at the option of holders; |
| · | any tax indemnity provisions; |
| · | if payments of principal or interest may be made in a currency other than U.S. dollars, the manner for
determining those payments; |
| · | the portion of principal payable upon acceleration of any discounted debt security (as described below); |
| · | whether and upon what terms debt securities may be defeased (which means that we would be discharged from
our obligations by depositing sufficient cash or government securities to pay the principal, interest, any premiums and other sums due
to the stated maturity date or a redemption date of the debt securities of the series); |
| · | whether any events of default or covenants in addition to or instead of those set forth in the indenture
apply; |
| · | provisions for electronic issuance of debt securities or for debt securities in uncertificated form; |
| · | the ranking of the debt securities, including the relative degree, if any, to which the debt securities
of a series are subordinated to one or more other series of debt securities in right of payment, whether outstanding or not; |
| · | any provisions relating to extending or shortening the date on which the principal and premium, if any,
of the debt securities of the series is payable; |
| · | any provisions relating to the deferral of any interest; and |
| · | any other terms not inconsistent with the provisions of the indenture, including any covenants or other
terms that may be required or advisable under United States or other applicable laws or regulations or advisable in connection with the
marketing of the debt securities. (Section 2.01) |
We
may issue debt securities of any series as registered debt securities, bearer debt securities or uncertificated debt securities. (Section 2.01)
We may issue the debt securities of any series in whole or in part in the form of one or more global securities that will be deposited
with, or on behalf of, a depositary identified in the prospectus supplement relating to the series. We may issue global securities in
registered, bearer or uncertificated form and in either temporary or permanent form. Unless and until it is exchanged in whole or in part
for securities in definitive form, a global security may not be transferred except as a whole by the depositary to a nominee or a successor
depositary. (Section 2.12) We will describe in the prospectus supplement relating to any series the specific terms of the depositary
arrangement with respect to that series.
Unless
otherwise indicated in a prospectus supplement, we will issue registered debt securities in denominations of $1,000 and whole multiples
of $1,000 and bearer debt securities in denominations of $5,000 and whole multiples of $5,000. We will issue one or more global securities
in a denomination or aggregate denominations equal to the aggregate principal amount of outstanding debt securities of the series to be
represented by that global security or securities. (Section 2.12)
In
connection with its original issuance, no bearer debt security will be offered, sold or delivered to any location in the United States.
We may deliver a bearer debt security in definitive form in connection with its original issuance only if a certificate in a form we specify
to comply with United States laws and regulations is presented to us. (Section 2.04)
A
holder of registered debt securities may request registration of a transfer upon surrender of the debt security being transferred at any
agency we maintain for that purpose and upon fulfillment of all other requirements of the agent. (Sections 2.03 and 2.07)
We
may issue debt securities under the indenture as discounted debt securities to be offered and sold at a substantial discount from the
principal amount of those debt securities. Special U.S. federal income tax and other considerations applicable to discounted debt
securities, if material, will be described in the related prospectus supplement. A discounted debt security is a debt security where the
amount of principal due upon acceleration is less than the stated principal amount. (Sections 1.01 and 2.10)
Conversion and Exchange
The
terms, if any, on which debt securities of any series will be convertible into or exchangeable for our common stock or other equity or
debt securities, property, cash or obligations, or a combination of any of the foregoing, will be summarized in the prospectus supplement
relating to the series. The terms may include provisions for conversion or exchange on a mandatory basis, at the option of the holder
or at our option. (Sections 2.01 and 9.01)
Certain Covenants
Any
restrictive covenants which may apply to a particular series of debt securities will be described in the related prospectus supplement.
Ranking of Debt Securities
Unless
stated otherwise in a prospectus supplement, the debt securities issued under the indenture will rank equally and ratably with our other
unsecured and unsubordinated debt. The debt securities will not be secured by any properties or assets and will represent our unsecured
debt.
Because
we are a holding company and conduct all of our operations through subsidiaries, holders of debt securities will generally have a position
that is effectively junior to claims of creditors of our subsidiaries, including trade creditors, debt holders, secured creditors, taxing
authorities, guarantee holders and any preferred stockholders. Various financing arrangements and regulatory requirements impose restrictions
on the ability of our utility subsidiaries to transfer funds to us in the form of cash dividends, loans or advances. All of our utility
subsidiaries, with the exception of UMERC and MGU, are prohibited from loaning funds to us, either directly or indirectly. The indenture
does not limit us or our subsidiaries if we decide to issue additional debt.
As
of September 30, 2021, our direct obligations included $2.9 billion of outstanding senior notes and $500 million of junior subordinated
notes, all issued under the indenture. We have a $1.5 billion multi-year bank back-up credit facility to support our commercial paper
program and had $968.0 million of commercial paper outstanding at September 30, 2021. At September 30, 2021, our subsidiaries
had approximately $9.8 billion of long-term debt outstanding, $540.5 million of commercial paper outstanding and $30.4 million of preferred
stock outstanding.
Successor Obligor
The
indenture provides that, unless otherwise specified in the securities resolution establishing a series of debt securities, we will not
consolidate with or merge into another company in a transaction in which we are not the surviving company, or transfer all or substantially
all of our assets to another company, unless:
| · | that company is organized under the laws of the United States or a state thereof or is organized under
the laws of a foreign jurisdiction and consents to the jurisdiction of the courts of the United States or a state thereof; |
| · | that company assumes by supplemental indenture all of our obligations under the indenture, the debt securities
and any coupons; |
| · | all required approvals of any regulatory body having jurisdiction over the transaction have been obtained;
and |
| · | immediately after the transaction no default exists under the indenture. |
The
successor will be substituted for us as if it had been an original party to the indenture, securities resolutions and debt securities.
Thereafter, the successor may exercise our rights and powers under the indenture, the debt securities and any coupons, and all of our
obligations under those documents will terminate. (Section 5.01)
Exchange of Debt Securities
Registered
debt securities may be exchanged for an equal principal amount of registered debt securities of the same series and date of maturity in
authorized denominations requested by the holders upon surrender of the registered debt securities at an agency we maintain for that purpose
and upon fulfillment of all other requirements of the agent. (Section 2.07)
To
the extent permitted by the terms of a series of debt securities authorized to be issued in registered form and bearer form, bearer debt
securities may be exchanged for an equal aggregate principal amount of registered or bearer debt securities of the same series and date
of maturity in authorized denominations upon surrender of the bearer debt securities with all unpaid interest coupons, except as may otherwise
be provided in the debt securities, at our agency maintained for that purpose and upon fulfillment of all other requirements of the agent.
(Section 2.07) As of the date of this prospectus, we do not expect that the terms of any series of debt securities will permit registered
debt securities to be exchanged for bearer debt securities.
Defaults and Remedies
Unless
the securities resolution establishing the series provides for different events of default, in which event the prospectus supplement will
describe any differences, an event of default with respect to a series of debt securities will occur if:
| · | we default in any payment of interest on any debt securities of that series when the payment becomes due
and payable and the default continues for a period of 60 days; |
| · | we default in the payment of the principal and premium, if any, of any debt securities of that series
when those payments become due and payable at maturity or upon redemption, acceleration or otherwise; |
| · | we default in the payment or satisfaction of any sinking fund obligation with respect to any debt securities
of that series as required by the securities resolution establishing that series and the default continues for a period of 60 days; |
| · | we default in the performance of any of our other agreements applicable to that series and the default
continues for 90 days after the notice specified below; |
| · | pursuant to or within the meaning of any Bankruptcy Law, we: |
| - | commence a voluntary case, |
| - | consent to the entry of an order for relief against us in an involuntary case, |
| - | consent to the appointment of a custodian for us or for all or substantially all of our property, or |
| - | make a general assignment for the benefit of our creditors; |
| · | a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that remains unstayed
and in effect for 60 days and that: |
| - | is for relief against us in an involuntary case, |
| - | appoints a custodian for us or for all or substantially all of our property, or |
| - | orders us to liquidate; or |
| · | there occurs any other event of default provided for in that series. (Section 6.01) |
The
term “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors. The
term “custodian” means any receiver, trustee, assignee, liquidator or a similar official under any Bankruptcy Law. (Section 6.01)
A
default under the indenture means any event which is, or after notice or passage of time would be, an event of default under the indenture.
(Section 1.01) A default under the fourth bullet point above is not an event of default until the trustee or the holders of at least
25% in principal amount of the series notify us of the default and we do not cure the default within the time specified after receipt
of the notice. (Section 6.01)
If
an event of default occurs under the indenture and is continuing on a series, the trustee by notice to us, or the holders of at least
25% in principal amount of the series by notice both to us and to the trustee, may declare the principal of and accrued interest on all
the debt securities of the series to be due and payable immediately. Discounted debt securities may provide that the amount of principal
due upon acceleration is less than the stated principal amount. (Section 6.02)
The
holders of a majority in principal amount of a series of debt securities, by notice to the trustee, may rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree and if all existing events of default on the series have
been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration. (Section 6.02)
If
an event of default occurs and is continuing on a series, the trustee may pursue any available remedy to collect principal or interest
then due on the series, to enforce the performance of any provision applicable to the series or otherwise to protect the rights of the
trustee and holders of the series. (Section 6.03)
The
trustee may require indemnity satisfactory to it before it performs any duty or exercises any right or power under the indenture or the
debt securities which it reasonably believes may expose it to any loss, liability or expense. (Section 7.01) With some limitations,
holders of a majority in principal amount of the debt securities of a series may direct the trustee in its exercise of any trust or power
with respect to that series. (Section 6.05) Except in the case of default in payment on a series, the trustee may withhold notice
of any continuing default if it in good faith determines that withholding the notice is in the interest of holders of the series. (Section 7.04)
We are required to furnish to the trustee annually a brief certificate as to our compliance with all conditions and covenants under the
indenture. (Section 4.04)
The
failure to redeem any debt securities subject to a conditional redemption is not an event of default if any event on which the redemption
is conditioned does not occur and is not waived before the scheduled redemption date. (Section 6.01) Debt securities are subject
to a conditional redemption if the notice of redemption relating to the debt securities provides that it is subject to the occurrence
of any event before the date fixed for the redemption in the notice. (Section 3.04)
The
indenture does not have a cross-default provision. Thus, a default by us on any other debt, including a default on another series of debt
securities issued under the indenture, would not automatically constitute an event of default under the indenture. A securities resolution
may provide for a cross-default provision. In that case, the prospectus supplement will describe the terms of that provision.
Amendments and Waivers
The
indenture and the debt securities, or any coupons, of any series may be amended, and any default may be waived. Unless the securities
resolution provides otherwise, in which event the prospectus supplement will describe the revised provision, we and the trustee may amend
the indenture, the debt securities and any coupons with the written consent of the holders of a majority in principal amount of the debt
securities of all series affected voting as one class. (Section 10.02)
Without
the consent of each debt security holder affected, no amendment or waiver may:
| · | reduce the principal amount of debt securities whose holders must consent to an amendment or waiver; |
| · | reduce the interest on or change the time for payment of interest on any debt security (subject to any
right to defer one or more payments of interest we may have retained in the securities resolution and described in the prospectus supplement); |
| · | change the fixed maturity of any debt security (subject to any right we may have retained in the securities
resolution and described in the prospectus supplement); |
| · | reduce the principal of any non-discounted debt security or reduce the amount of principal of any discounted
debt security that would be due on its acceleration; |
| · | change the currency in which the principal or interest on a debt security is payable; |
| · | make any change that materially adversely affects the right to convert or exchange any debt security; |
| · | waive any default in payment of interest on or principal of a debt security or any default in respect
of a provision that pursuant to the indenture cannot be amended without the consent of each debt security holder affected; or |
| · | make any change in the section of the indenture concerning waiver of past defaults or the section of the
indenture concerning amendments requiring the consent of debt security holders, except to increase the amount of debt securities whose
holders must consent to an amendment or waiver or to provide that other provisions of the indenture cannot be amended or waived without
the consent of each holder of debt securities affected by the amendment or waiver. (Sections 6.04 and 10.02) |
Without
the consent of any debt security holder, we may amend the indenture or the debt securities:
| · | to cure any ambiguity, omission, defect, or inconsistency; |
| · | to provide for the assumption of our obligations to debt security holders by the surviving company in
the event of a merger, consolidation or transfer of all or substantially all of our assets requiring such assumption; |
| · | to provide that specific provisions of the indenture will not apply to a series of debt securities not
previously issued; |
| · | to create a series of debt securities and establish its terms; |
| · | to provide for a separate trustee for one or more series of debt securities; or |
| · | to make any change that does not materially adversely affect the rights of any debt security holder. (Section 10.01) |
Legal Defeasance and
Covenant Defeasance
Debt
securities of a series may be defeased at any time in accordance with their terms and as set forth in the indenture and described briefly
below, unless the securities resolution establishing the terms of the series otherwise provides. Any defeasance may terminate all of our
obligations (with limited exceptions) with respect to a series of debt securities and the indenture (“legal defeasance”),
or it may terminate only our obligations under any restrictive covenants which may be applicable to a particular series (“covenant
defeasance”). (Section 8.01)
We
may exercise our legal defeasance option even though we have also exercised our covenant defeasance option. If we exercise our legal defeasance
option, that series of debt securities may not be accelerated because of an event of default. If we exercise our covenant defeasance option,
that series of debt securities may not be accelerated by reference to any restrictive covenants which may be applicable to that particular
series. (Section 8.01)
To
exercise either defeasance option as to a series of debt securities, we must:
| · | irrevocably deposit in trust with the trustee or another trustee money or U.S. government obligations; |
| · | deliver to the trustee a certificate from a nationally recognized firm of independent accountants expressing
their opinion that the payments of principal and interest when due on the deposited U.S. government obligations, without reinvestment,
plus any deposited money without investment, will provide cash at the times and in the amounts necessary to pay the principal and interest
when due on all debt securities of the series to maturity or redemption, as the case may be; and |
| · | comply with certain other conditions. In particular, we must obtain an opinion of tax counsel that the
defeasance will not result in recognition of any income, gain or loss to holders for federal income tax purposes. (Section 8.02) |
U.S. government
obligations are direct obligations of (a) the United States or (b) an agency or instrumentality of the United States, the payment
of which is unconditionally guaranteed by the United States, which, in either case (a) or (b), have the full faith and credit of
the United States pledged for payment and which are not callable at the issuer’s option. This term also includes certificates representing
an ownership interest in such obligations. (Section 8.02)
Regarding the Trustee
Unless
otherwise indicated in a prospectus supplement, The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Trust Company,
National Association) (successor to Bank One Trust Company, N.A.) (successor to The First National Bank of Chicago) will act as trustee
and registrar for debt securities issued under the indenture, and the trustee will also act as transfer agent and paying agent with respect
to the debt securities. (Section 2.03) We may remove the trustee with or without cause if we notify the trustee three months in advance
and if no default occurs during the three-month period. If the trustee resigns or is removed, or if a vacancy exists in the office of
trustee for any reason, the indenture provides that we must promptly appoint a successor trustee. (Section 7.07) The trustee, in
its individual or any other capacity, may make loans to, accept deposits from, and perform services for us or our affiliates, and may
otherwise deal with us or our affiliates, as if it were not the trustee. (Section 7.02) In addition, the trustee serves as collateral
agent for notes issued by non-utility subsidiaries of We Power.
Governing Law
The
indenture and the debt securities will be governed by and construed in accordance with the laws of the State of Wisconsin, except to the
extent that the Trust Indenture Act of 1939 is applicable.
PLAN OF DISTRIBUTION
We
may sell the debt securities covered by this prospectus in any one or more of the following ways from time to time: (a) to or through
underwriters or dealers; (b) directly to one or more purchasers; (c) through agents; (d) through competitive bidding; or
(e) any combination of the above. The prospectus supplement will set forth the terms of the offering of the debt securities being
offered thereby, including the name or names of any underwriters, the purchase price of those debt securities and the proceeds to us from
such sale, any underwriting discounts and other items constituting underwriters’ compensation, any initial public offering price,
any discounts or concessions allowed or reallowed or paid to dealers, and any securities exchange on which those debt securities may be
listed. Only underwriters so named in the applicable prospectus supplement are deemed to be underwriters in connection with the debt securities
offered thereby.
If
underwriters are used in the sale, the debt securities will be acquired by the underwriters for their own account and may be resold from
time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined
at the time of sale. Unless otherwise described in the applicable prospectus supplement, the obligations of the underwriters to purchase
those debt securities will be subject to certain conditions precedent, and the underwriters will be obligated to purchase all the debt
securities of the series offered by us and described in the applicable prospectus supplement if any of those debt securities are purchased.
Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to
time.
Debt
securities may also be offered and sold, if so indicated in the prospectus supplement, in connection with a remarketing upon their purchase,
in accordance with a redemption or repayment pursuant to their terms, by one or more firms (“remarketing firms”) acting as
principals for their own accounts or as agents for us. Any remarketing firm will be identified and the terms of its agreement, if any,
with us and its compensation will be described in the prospectus supplement. Remarketing firms may be deemed to be underwriters in connection
with the debt securities remarketed thereby.
Debt
securities may also be sold directly by us or through agents designated by us from time to time. Any agent involved in the offering and
sale of the debt securities in respect of which this prospectus is delivered will be named, and any commissions payable by us to such
agent will be set forth, in the prospectus supplement. Unless otherwise indicated in the prospectus supplement, any such agent will be
acting on a best efforts basis for the period of its appointment.
If
so indicated in the prospectus supplement, we will authorize agents, underwriters or dealers to solicit offers by certain institutional
investors to purchase debt securities providing for payment and delivery on a future date specified in the prospectus supplement. There
may be limitations on the minimum amount which may be purchased by any such institutional investor or on the portion of the aggregate
principal amount of the particular debt securities which may be sold pursuant to such arrangements. Institutional investors to which such
offers may be made, when authorized, include commercial and savings banks, insurance companies, pension funds, investment companies, educational
and charitable institutions and such other institutions as may be approved by us. The obligations of any such purchasers pursuant to such
delayed delivery and payment arrangements will not be subject to any conditions except (a) the purchase by an institution of the
particular debt securities must not at the time of delivery be prohibited under the laws of any jurisdiction in the United States
to which such institution is subject, and (b) if the particular debt securities are being sold to underwriters, we must have sold
to such underwriters all of those debt securities other than the debt securities covered by such arrangements. Underwriters will not have
any responsibility in respect of the validity of such arrangements or the performance by us or such institutional investors thereunder.
If
any underwriter or any selling group member intends to engage in stabilizing transactions, syndicate short covering transactions, penalty
bids or any other transaction in connection with the offering of debt securities that may stabilize, maintain, or otherwise affect the
price of those debt securities, such intention and a description of such transactions will be described in the prospectus supplement.
Agents
and underwriters may be entitled under agreements entered into with us to indemnification by us against certain civil liabilities, including
liabilities under the Securities Act of 1933, or to contribution with respect to payments which the agents or underwriters may be required
to make in respect thereof. Agents and underwriters may engage in transactions with, or perform services for, us and our subsidiaries
in the ordinary course of business.
LEGAL MATTERS
Unless
otherwise indicated in the applicable prospectus supplement, various legal matters in connection with the debt securities will be passed
upon (a) for us by Troutman Pepper Hamilton Sanders LLP, Atlanta, Georgia, and (b) for any underwriters by Hunton Andrews Kurth
LLP, New York, New York. Unless otherwise indicated in the applicable prospectus supplement,
Joshua M. Erickson, Vice President and Deputy General Counsel of WEC Business Services LLC, will pass upon the validity of the debt securities,
as well as certain other legal matters, on our behalf. Mr. Erickson is the beneficial owner of less than 0.01% of our common stock.
EXPERTS
The
consolidated financial statements, and the related financial statement schedules, as of December 31, 2020 and 2019, and for each
of the three years in the period ended December 31, 2020, incorporated in this prospectus by reference from our Annual Report on
Form 10-K for the year ended December 31, 2020, and the effectiveness of our internal control over financial reporting have
been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports. Such consolidated
financial statements and related financial statement schedules are incorporated by reference in reliance upon the reports of such firm
given their authority as experts in accounting and auditing.
WHERE YOU CAN FIND
MORE INFORMATION
We
file annual, quarterly and current reports, as well as registration and proxy statements and other information, with the SEC under File
No. 001-09057. Our SEC filings are available to the public over the Internet at the SEC’s web site at http://www.sec.gov and
through our own web site at www.wecenergygroup.com. Except for the documents filed with the SEC and incorporated by reference into this
prospectus, the other information on, or accessible from, our web site is not a part of, and is not incorporated by reference in, this
prospectus.
The
SEC allows us to “incorporate by reference” into this prospectus the information we file with it. This means that we can disclose
important information to you by referring you to those documents. The information we incorporate by reference is considered a part of
this prospectus, and later information we file with the SEC will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 until this offering is completed:
| · | Current Reports on Form 8-K filed March 12, 2021, March 19, 2021, March 30, 2021, May 11, 2021, August 12, 2021, October 21, 2021 and October 25, 2021. |
No
information furnished under Items 2.02 or 7.01 of any Current Report on Form 8-K will be incorporated by reference in this prospectus
unless specifically stated otherwise. You may request a copy of these documents at no cost by calling or writing to us at the following
address:
WEC
Energy Group, Inc.
231 West
Michigan Street
P.
O. Box 1331
Milwaukee,
Wisconsin 53201
Attn:
Corporate Secretary
Telephone:
(414) 221-2345
You
should rely only on the information provided in or incorporated by reference (and not later changed) in this prospectus or any prospectus
supplement. We have not authorized anyone else to provide you with additional or different information. We are not making an offer of
any securities in any state where the offer is not permitted. You should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those documents.
$350,000,000
4.75% Senior Notes due January 9,
2026
PROSPECTUS SUPPLEMENT
April 4, 2023
Joint Book-Running
Managers
Co-Manager
Siebert Williams Shank
Wisconsin Electric Power (QB) (USOTC:WELPM)
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