As filed with the Securities
and Exchange Commission on August 5, 2024.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT
OF 1933
WEC ENERGY GROUP, INC.
(Exact name of registrant
as specified in its charter)
WISCONSIN
(State or other jurisdiction
of incorporation or organization)
39-1391525
(I.R.S. Employer
Identification Number)
231 West Michigan
Street
P.O. Box 1331
Milwaukee, Wisconsin
53201
(414) 221-2345
(Address, including zip
code, and telephone number, including area code, of registrant’s principal executive offices)
Anthony L. Reese
Vice President and Treasurer
231 West Michigan Street
P.O. Box 1331
Milwaukee, Wisconsin 53201
(414) 221-2345
(Name, address, including
zip code, and telephone number, including area code, of agent for service)
Copies to:
Joshua
M. Erickson
WEC Energy Group, Inc.
231 West Michigan Street, P.O. Box 1331
Milwaukee, Wisconsin 53201
(414) 221-2345 |
|
Eric
A. Koontz
Troutman Pepper Hamilton Sanders LLP
600 Peachtree Street, N.E., Suite 3000
Atlanta, Georgia 30308
(404) 885-3309 |
Approximate
date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes
effective as the registrant shall determine in light of market conditions and other factors.
If the only securities being registered on this
Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, check the following box. x
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ¨
If this Form is
a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing
with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ¨
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer x |
|
Accelerated filer ¨ |
| Non-accelerated filer ¨ |
|
Smaller reporting company ¨
Emerging growth company ¨ |
| |
|
|
| If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨ |
PROSPECTUS
WEC ENERGY GROUP, INC.
Common Stock
Preferred Stock
Debt Securities
Depositary Shares
Purchase Contracts
Units
WEC Energy Group, Inc.
may issue and sell the securities described in this prospectus to the public in one or more offerings in the amounts authorized from time
to time.
This prospectus describes
some of the general terms that may apply to these securities. The specific terms of any securities to be offered and any other information
relating to a specific offering, will be set forth in a prospectus supplement. We urge you to read this prospectus and the applicable
prospectus supplement, together with any documents we incorporate by reference, carefully before you make your investment decision.
We may offer and sell
these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on an immediate, 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 these 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 August 5, 2024.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
Unless
we otherwise indicate or the context otherwise requires, 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 securities described in
this prospectus in one or more offerings.
This
prospectus provides you with only a general description of the securities we may issue and sell. Each time we offer securities, we will
provide a prospectus supplement to this prospectus that will contain specific information about the particular securities and terms of
that offering. In the prospectus supplement, we will describe specific terms of the securities to be offered, the use of proceeds from
the sale of such securities, the plan of distribution for the securities and other information regarding the offering. 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, 2023, 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, 2023 and our Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2024 and June 30, 2024, and under the caption “Factors Affecting Results, Liquidity, and Capital Resources”
in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our Annual
Report on Form 10-K for the year ended December 31, 2023 and our Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2024 and June 30, 2024, 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. In addition, we 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 renewable generating facilities as part of our non-utility energy infrastructure business. At June 30,
2024, 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 June 30, 2024, 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 June 30, 2024, these companies served approximately 1.1 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 (“MGU”),
which serves customers in southern and western Michigan. These companies served approximately 0.4 million natural gas customers at June 30,
2024.
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”). WECI
has acquired or agreed to acquire majority interests in eight wind parks and three solar projects, capable of providing more than 2,300
megawatts of renewable energy. Together, these projects represent approximately $3.5 billion of committed investments and have long-term
agreements with unaffiliated third parties. WECI’s investment in all of these projects either qualifies, or is expected to qualify,
for production tax credits.
Corporate
and Other Segment: The corporate and other segment includes the operations of the WEC Energy Group holding company, the
Integrys Holding, Inc. (“Integrys Holding”) holding company, the Peoples Energy, LLC holding company, Wispark LLC (“Wispark”),
and WEC Business Services LLC (WBS”). Wispark develops and invests in real estate, primarily in southeastern Wisconsin. WBS is a
wholly owned centralized service company that provides administrative and general support services to our regulated entities. WBS also
provides certain administrative and support services to our nonregulated entities. This segment also includes Wisvest LLC, Wisconsin Energy
Capital Corporation, and WPS Power Development LLC, which no longer have significant operations.
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 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 CAPITAL
STOCK
As of June 30, 2024, our authorized capital
stock consisted of:
| · | 650,000,000 shares of common stock, par value $0.01 per share; and |
| · | 15,000,000 shares of preferred stock, par value $0.01 per share. |
As of June 30, 2024, there were 316,079,401
shares of common stock issued and outstanding and no shares of preferred stock issued and outstanding.
Common Stock
The following description of our common stock is
a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our Restated Articles of
Incorporation, as amended (“Articles of Incorporation”), and Bylaws, as amended (“Bylaws”), each of which is included
as an exhibit to the registration statement of which this prospectus forms a part. We encourage you to read our Articles of Incorporation,
our Bylaws and the applicable provisions of the Wisconsin Business Corporation Law (“WBCL”) for additional information.
Voting
Rights. Each holder of common stock is entitled to one vote per share on each matter submitted to a vote at a meeting of
stockholders, subject to any class or series voting rights of holders of any preferred stock. The holders of common stock are not entitled
to cumulate votes for the election of directors.
Dividends.
The holders of common stock are entitled to receive such dividends as the Board of Directors (the “Board”) may from time to
time declare, subject to any rights of holders of preferred stock, if any is issued. Our ability to pay dividends primarily depends on
the availability of funds received from our utility subsidiaries and our non-utility subsidiaries. Various financing arrangements and
regulatory requirements impose certain restrictions on the ability of our 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.
Liquidation
Rights. In the event of any liquidation, dissolution or winding-up of WEC Energy Group, the holders of common stock, subject
to any rights of the holders of any preferred stock, will be entitled to receive the remainder, if any, of our assets after the discharge
of our liabilities.
Preemptive
Rights. Holders of common stock are not entitled to preemptive rights to subscribe for or purchase any part of any new
or additional issue of stock or securities convertible into stock.
Transfer
Agent and Registrar. Computershare, Inc. serves as transfer agent and registrar for our common stock.
Listing.
Our common stock is traded on the New York Stock Exchange under the trading symbol “WEC.”
Preferred Stock
Under the Articles of Incorporation, our Board
is authorized to divide the preferred stock into series, to issue shares of any series and, within the limitations set forth in the Articles
of Incorporation or prescribed by law, to fix and determine the relative rights and preferences of the shares of any series so established,
including the dividend rate, redemption price and terms, amount payable upon liquidation, and any sinking fund provisions, conversion
privileges and voting rights.
Certain Anti-Takeover Provisions in our Articles of Incorporation
and Bylaws
The Articles of Incorporation and Bylaws contain
provisions which may have the effect of discouraging persons from acquiring large blocks of WEC Energy Group stock or delaying or preventing
a change in control of WEC Energy Group. The material provisions which may have such an effect are:
| · | an anti-greenmail provision prohibiting the purchase of shares of common stock at a market premium from any person whom the Board
believes to be a beneficial owner of more than 5% of the outstanding shares of common stock unless such holder owned the shares for at
least two years, the purchase was approved by a majority of the combined voting power of the stockholders, or the purchase is pursuant
to a tender offer to all holders of common stock on the same terms; |
| · | a provision permitting removal of a director without cause only by at least an 80% stockholder vote; |
| · | authorization for the Board, subject to any required regulatory approval, to issue preferred stock in series and to fix rights and
preferences of the series, including, among other things, whether, and to what extent, the shares of any series will have voting rights
and the extent of the preferences of the shares of any series with respect to dividends and other matters; |
| · | advance notice procedures with respect to stockholder nominations of directors or stockholder proposals at a meeting of stockholders;
and |
| · | provisions permitting amendment of some of these and related provisions only by at least an 80% stockholder vote at a meeting. |
Anti-Takeover Effects of Wisconsin Law
Wisconsin law, under which we are incorporated,
contains certain provisions that may have antitakeover effects, The description set forth below is intended as a summary only. For complete
information you should review the applicable provisions of the WBCL and Section 196.795 of the Wisconsin Statutes, Wisconsin’s
public utility holding company law (“Wisconsin Public Utility Holding Company Law”).
Control
Share Acquisitions. Wisconsin law provides that, unless a corporation’s articles of incorporation provide otherwise,
or otherwise specified by the board of directors, the voting power of shares of a “resident domestic corporation” such as
WEC Energy Group held by any person (including two or more persons acting as a group) in excess of 20% of the voting power in the election
of directors is limited (in voting on any matter) to 10% of the full voting power of those shares. This restriction does not apply to
shares acquired directly from a resident domestic corporation, or in certain specified transactions, or incident to a transaction in which
stockholders have approved restoration of the full voting power of the otherwise restricted shares. WEC Energy Group has opted out of
this statutory provision in its Articles of Incorporation.
Anti-Greenmail
Provisions. Wisconsin law restricts the ability of certain publicly held corporations, such as WEC Energy Group, to repurchase
voting shares at above market value from certain large stockholders, absent approval from the stockholders as a whole, unless an identical
or better offer to purchase is made to all owners of voting shares and securities which may be converted into voting shares. These provisions
apply during a takeover offer to purchases of more than 5% of the corporation’s shares from a person or group that holds more than
3% of the corporation’s voting shares and has held the shares for less than two years.
Wisconsin law also provides that stockholder approval
is required for the corporation during a takeover offer to sell or option assets of the corporation which amount to at least 10% of the
market value of the corporation, unless the corporation has at least three independent directors (directors who are not officers or employees)
and a majority of the independent directors vote not to have this provision apply to the corporation.
The Articles of Incorporation require an 80% stockholder
vote for any amendment to the Articles of Incorporation that would have the effect of opting out of the anti-greenmail provision.
Fair
Price Provisions. Wisconsin law provides that in addition to any approval otherwise required, certain mergers, share exchanges
or sales, leases, exchanges or other dispositions involving a resident domestic corporation, such as WEC Energy Group, and any “significant
shareholder” are subject to a super-majority vote of stockholders unless certain fair price standards have been met. For this purpose
a “significant shareholder” is defined as either a 10% stockholder or an affiliate of the resident domestic corporation who
was a 10% stockholder at any time within the preceding two years. The super-majority vote that is required by the statute consists of:
| · | approval of 80% of the total voting power of the corporation, and |
| · | approval of at least 66 2/3% of the voting power not beneficially owned by the significant shareholder or its affiliates or associates. |
However, a supermajority vote is not required if
the following “fair price” standards are satisfied:
| · | the consideration is in cash or in the form of consideration used to acquire the greatest number of shares, and |
| · | the amount of the consideration equals the greater of: |
(a) the highest price paid by the significant
shareholder within the prior two-year period;
(b) in the case of a tender offer, the market value
of the shares on the date the significant shareholder commences the tender offer; or
(c) the highest liquidation or dissolution
distribution to which the stockholders would be entitled.
The Articles of Incorporation require an 80% stockholder
vote for any amendment to the Articles of Incorporation that would have the effect of opting out of the fair price provisions.
Business
Combination Provisions. Wisconsin law restricts resident domestic corporations, such as WEC Energy Group, from engaging
in specified business combinations involving an “interested stockholder” or an affiliate or associate of an interested stockholder.
For this purpose an “interested shareholder” is a stockholder who beneficially owns at least 10% of the voting power of the
outstanding stock of the resident domestic corporation, or is an affiliate or associate of the resident domestic corporation and beneficially
owned at least 10% of the voting power of the then outstanding stock within the preceding three years. The specified business combinations
include:
| · | a merger or interest exchange; |
| · | a sale or other disposition of assets having a market value equal to at least 5% of the market value of the assets or outstanding
stock of the corporation or representing at least 10% of its earning power or income; |
| · | the issuance or transfer of stock or rights to purchase stock with a market value equal to at least 5% of the outstanding stock; |
| · | the adoption of a plan or proposal for liquidation or dissolution; |
| · | receipt by the interested stockholder or the interested stockholder’s affiliates or associates of a disproportionate direct
or indirect benefit of a loan or other financial benefit provided by or through the resident domestic corporation or its subsidiaries;
or |
| · | certain other transactions that have the direct or indirect effect of materially increasing the proportionate share of voting stock
beneficially owned by the interested stockholder or the interested stockholder’s affiliates or associates. |
For a period of three years following the date
that the interested stockholder becomes an interested stockholder, the resident domestic corporation is prohibited from engaging in any
of the specified transactions with the interested stockholder unless the specified transaction or the purchase of stock by the interested
stockholder that made the stockholder an interested stockholder is approved by the board of directors of the resident domestic corporation
before the share acquisition date. Following the three-year period, a specified transaction is permitted only if:
| · | the acquisition of shares by the interested stockholder was approved by the board of directors of the resident domestic corporation
before the share acquisition date; |
| · | the specified transaction is approved by a majority of the voting stock of the resident domestic corporation that is not owned by
the interested stockholder; or |
| · | the consideration to be received by the corporation's stockholders satisfies the “fair price” provisions of the statute
as to form and amount. |
Wisconsin
Public Utility Holding Company Provisions. The Wisconsin Public Utility Holding Company Law provides that no person may
take, hold or acquire, directly or indirectly, more than 10% of the outstanding voting securities of a public utility holding company,
with the unconditional power to vote those securities, unless the PSCW has determined that the acquisition is in the best interests of
utility consumers, investors and the public. Persons acquiring 10% or more of the voting securities of WEC Energy Group are subject to
the provisions of the statute.
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 June 30, 2024, our direct obligations included (i) $4.7 billion of outstanding senior notes and $358.9 million of junior
subordinated notes issued under the indenture, and (ii) $1.7 billion of outstanding convertible senior notes issued under separate
indentures. We have $1.7 billion in multi-year bank back-up credit facilities to support our commercial paper program and had no commercial
paper outstanding at June 30, 2024. At June 30, 2024, our subsidiaries had approximately $11.2 billion of long-term debt
outstanding, $757.0 million of commercial paper outstanding and $30.4 million of preferred stock outstanding. Our subsidiaries have an
aggregate of $1.6 billion in multi-year bank back-up credit facilities to support their respective commercial paper programs.
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.
DESCRIPTION OF DEPOSITARY SHARES
We may offer depositary shares representing fractional
interests in shares of our preferred stock of any series, if any. In connection with the issuance of any depositary shares, we will enter
into a deposit agreement with a depositary. Depositary shares may be evidenced by depositary receipts issued pursuant to the related deposit
agreement. Additional information regarding any depositary shares we may offer, the series of preferred stock represented by those depositary
shares and the related deposit agreement will be set forth in the applicable prospectus supplement.
DESCRIPTION OF PURCHASE CONTRACTS
We may issue
purchase contracts, including contracts obligating holders to purchase from us, and for us to sell to holders, a specific or varying number
of our debt securities, shares of our common stock or preferred stock, depositary shares or any combination of the above, at a future
date or dates. Alternatively, the purchase contracts may obligate us to purchase from holders, and obligate holders to sell to us, a specific
or varying number of debt securities, shares of our common stock or preferred stock, depositary shares or any combination of the above.
The price of such debt securities, shares of our common stock or preferred stock or depositary shares may be fixed at the time the purchase
contracts are issued or may be determined by reference to a specific formula described in the purchase contracts. We may issue purchase
contracts separately or as a part of units each consisting of a purchase contract and one or more of our other securities described in
this prospectus or debt obligations of third parties, such as U.S. Treasury securities, securing the holder’s obligations under
the purchase contract. The purchase contracts may require us to make periodic payments to holders or vice versa and the payments may be
unsecured or pre-funded on some basis. The purchase contracts may require holders to secure the holder’s obligations in
a specified manner that we will file with the SEC in connection with a public offering relating to the purchase contracts. To the extent
appropriate, the applicable prospectus supplement will describe the specific terms of the purchase contracts offered thereby.
DESCRIPTION OF UNITS
We
may issue units comprising one or more securities described in this prospectus in any combination. Units may also include debt obligations
of third parties, such as U.S. Treasury securities. Each unit may be issued so that the holder of the unit also is the holder of each
security included in the unit. Thus, the unit may have the rights and obligations of a holder of each included security. The unit agreement
under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately at any time
or at any time before a specified date. To the extent appropriate, the applicable prospectus supplement will describe the specific terms
of the units offered thereby.
PLAN OF DISTRIBUTION
We
may sell the 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; (e) in
“at the market offerings” within the meaning of Rule 415(a)(4) under the Securities Act, to or through a market
maker or into an existing trading market on an exchange or otherwise; (f) in forward contracts or similar arrangements; or (g) any
combination of the above. The prospectus supplement will set forth the terms of the offering of the securities being offered thereby,
including the name or names of any underwriters or agents, the purchase price of those securities and the proceeds to us from such sale,
any underwriting discounts or agency fees and other items constituting underwriters’ compensation or agents’ compensation,
any initial public offering price, any discounts or concessions allowed or reallowed or paid to dealers, and any securities exchange on
which those securities may be listed.
If
underwriters are used in the sale, the 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 securities will be subject to certain conditions precedent, and the underwriters will be obligated to purchase all the securities
of the series offered by us and described in the applicable prospectus supplement if any of those 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.
The
securities in respect of which this prospectus is delivered 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 (with respect
to debt securities), 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 securities remarketed thereby.
The
securities in respect of which this prospectus is delivered 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 such securities 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
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 securities that may stabilize, maintain, or otherwise affect the price
of those 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, Joshua M. Erickson, Vice President and Deputy General Counsel of WEC Business
Services LLC, will pass upon the validity of the 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. Unless otherwise indicated in the applicable prospectus supplement, Troutman
Pepper Hamilton Sanders LLP, Atlanta, Georgia, will pass upon the validity of the depositary shares, purchase contracts and units under
the laws of the State of New York, as well as certain other legal matters, on our behalf. Unless otherwise indicated in the applicable
prospectus supplement, various legal matters in connection with the offering of any securities will be passed upon for any underwriters
or agents by Hunton Andrews Kurth LLP, New York, New York.
EXPERTS
The
consolidated financial statements, and the related financial statement schedules of WEC Energy Group, Inc., as of December 31,
2023 and 2022, and for each of the three years in the period ended December 31, 2023, incorporated by reference in this Prospectus
to WEC Energy Group, Inc.’s Form 10-K for the year ended December 31, 2023, and the effectiveness of WEC Energy Group, Inc.’s
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 upon 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 the offerings contemplated by this prospectus are completed or terminated:
| · | Current Reports on Form 8-K and 8-K/A, as applicable, filed January 8, 2024 (solely with respect to Item 2.06), January 19, 2024, March 12, 2024, May 13, 2024, May 22, 2024, May 23, 2024, May 28, 2024, June 5, 2024, and July 8, 2024. |
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.
PART II
INFORMATION NOT REQUIRED
IN PROSPECTUS
ITEM 14. OTHER EXPENSES
OF ISSUANCE AND DISTRIBUTION
The
following table sets forth the estimated costs and expenses, other than underwriting discounts, payable by the registrant in connection
with the offering of the securities being registered.
| SEC registration fee (actual) | |
$ | * | |
| Trustee’s fees and expenses | |
| ** | |
| Printing fees and expenses | |
| ** | |
| Legal fees and expenses | |
| ** | |
| Accountants’ fees and expenses | |
| ** | |
| Rating agencies’ fees and expenses | |
| ** | |
| Miscellaneous expenses | |
| ** | |
| | |
| | |
| Total | |
$ | ** | |
| * |
Under Rules 456(b) and 457(r) under the Securities Act of 1933, the SEC registration fee will be paid at the time of any particular offering of securities under this Registration Statement and is therefore not currently determinable. |
| |
|
| ** |
Because an indeterminate amount of securities is covered by this Registration Statement, the expenses in connection with the issuance and distribution of the securities are not currently determinable and cannot be estimated at this time. |
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
WEC
Energy Group, Inc. (“WEC Energy Group”) is incorporated under the Wisconsin Business Corporation Law (the “WBCL”).
Under
Section 180.0851(1) of the WBCL, WEC Energy Group is required to indemnify a director or officer, to the extent such person
is successful on the merits or otherwise in the defense of a proceeding, for all reasonable expenses incurred in the proceeding if such
person was a party because he or she was a director or officer of WEC Energy Group. In all other cases, WEC Energy Group is required by
Section 180.0851(2) to indemnify a director or officer against liability incurred in a proceeding to which such person was a
party because he or she was a director or officer of WEC Energy Group, unless it is determined that he or she breached or failed to perform
a duty owed to WEC Energy Group and the breach or failure to perform constitutes: (i) a willful failure to deal fairly with WEC Energy
Group or its shareholders in connection with a matter in which the director or officer has a material conflict of interest; (ii) a
violation of criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or no reasonable
cause to believe his or her conduct was unlawful; (iii) a transaction from which the director or officer derived an improper personal
profit; or (iv) willful misconduct.
Section 180.0858(1) of
the WBCL provides that, subject to certain limitations, the mandatory indemnification provisions do not preclude any additional right
to indemnification or allowance of expenses that a director or officer may have under WEC Energy Group’s Restated Articles of Incorporation
or Bylaws, any written agreement or a resolution of the Board of Directors or shareholders.
Section 180.0859
of the WBCL provides that it is the public policy of the State of Wisconsin to require or permit indemnification, allowance of expenses
and insurance to the extent required or permitted under Sections 180.0850 to 180.0858 of the WBCL, for any liability incurred in connection
with a proceeding involving a federal or state statute, rule or regulation regulating the offer, sale or purchase of securities.
Section 180.0828
of the WBCL provides that, with certain exceptions, a director is not liable to a corporation, its shareholders, or any person asserting
rights on behalf of the corporation or its shareholders, for damages, settlements, fees, fines, penalties or other monetary liabilities
arising from a breach of, or failure to perform, any duty resulting solely from his or her status as a director, unless the person asserting
liability proves that the breach or failure to perform constitutes any of the four exceptions to mandatory indemnification under Section 180.0851(2) referred
to above.
Under
Section 180.0833 of the WBCL, directors of WEC Energy Group against whom claims are asserted with respect to the declaration of improper
dividends or distributions to shareholders or certain other improper acts which they approved are entitled to contribution from other
directors who approved such actions and from shareholders who knowingly accepted an improper dividend or distribution, as provided therein.
Articles V
and VI of WEC Energy Group’s Bylaws provide that WEC Energy Group will indemnify to the fullest extent permitted by law any person
who is or was a party or threatened to be made a party to any legal proceeding by reason of the fact that such person is or was a director
or officer of WEC Energy Group, or is or was serving at the request of WEC Energy Group as a director or officer of another enterprise,
against expenses (including attorney fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person
in connection with such legal proceeding. WEC Energy Group’s Restated Articles of Incorporation and Bylaws do not limit the indemnification
to which directors and officers are entitled under the WBCL.
Underwriting
or purchase agreements entered into by WEC Energy Group in connection with the securities being registered may provide for indemnification
of directors, officers and controlling persons of WEC Energy Group against certain liabilities, including liabilities under the Securities
Act of 1933.
Officers
and directors of WEC Energy Group are covered by insurance policies purchased by WEC Energy Group under which they are insured (subject
to exceptions and limitations specified in the policies) against expenses and liabilities arising out of actions, suits or proceedings
to which they are parties by reason of being or having been such directors or officers.
ITEM 16. EXHIBITS
| Exhibit No. |
Description of Document |
| |
|
| 1.1 |
Form of Underwriting
Agreement for Debt Securities (to be filed by amendment or as an exhibit to a Current Report on Form 8-K). |
| |
|
| 1.2 |
Form of Underwriting
Agreement for Common Stock (to be filed by amendment or as an exhibit to a Current Report on Form 8-K). |
| |
|
| 1.3 |
Form of Underwriting
Agreement for Preferred Stock (to be filed by amendment or as an exhibit to a Current Report on Form 8-K). |
| |
|
| 1.4 |
Form of Underwriting
Agreement for Depositary Shares (to be filed by amendment or as an exhibit to a Current Report on Form 8-K). |
| |
|
| 1.5 |
Form of Underwriting
Agreement for Purchase Contracts (to be filed by amendment or as an exhibit to a Current Report on Form 8-K). |
| |
|
| 1.6 |
Form of Underwriting
Agreement for Units (to be filed by amendment or as an exhibit to a Current Report on Form 8-K). |
| |
|
| 3.1 |
Restated Articles of Incorporation, as amended effective May 21, 2012 (Incorporated by reference to Exhibit 3.1 to WEC Energy Group’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012) ( File No. 001-09057). |
| |
|
| 3.2 |
Articles of Amendment to the Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to WEC Energy Group’s Current Report on Form 8-K dated June 29, 2015) ( File No. 001-09057). |
| |
|
| 3.3 |
Articles of Amendment to the Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to WEC Energy Group’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024) ( File No. 001-09057). |
| |
|
| 3.4 |
Bylaws, as amended to January 19, 2023 (Incorporated by reference to Exhibit 3.1 to WEC Energy Group’s Current Report on Form 8-K dated January 20, 2023) ( File No. 001-09057). |
| |
|
| 4.1 |
Indenture for Debt Securities,
dated as of March 15, 1999, including, as exhibits, forms of Registered Security and Bearer Security thereunder (the “Indenture”)
(Incorporated by reference to Exhibit 4.46 to WEC Energy Group’s Current Report on Form 8-K, dated March 25,
1999) (File No. 001-09057). |
| 4.2 |
Securities Resolution No. 4 of WEC Energy Group under the Indenture, effective as of March 17, 2003 (Incorporated by reference to Exhibit 4.12 to Post-Effective Amendment No. 1 to WEC Energy Group’s Registration Statement on Form S-3, filed March 20, 2003) (File No. 333-69592). |
| |
|
| 4.3 |
Securities Resolution No. 5 of WEC Energy Group under the Indenture, effective as of May 8, 2007 (Incorporated by reference to Exhibit 4.1 to WEC Energy Group’s Current Report on Form 8-K, dated May 8, 2007) (File No. 001-09057). |
| |
|
| 4.4 |
Securities Resolution No. 6 of WEC Energy Group under the Indenture, effective as of June 4, 2015 (Incorporated by reference to Exhibit 4.1 to WEC Energy Group's Current Report on Form 8-K, dated June 4, 2015) (File No. 001-09057). |
| |
|
| 4.5 |
Securities Resolution No. 10 of WEC Energy Group under the Indenture, effective as of October 5, 2020 (Incorporated by reference to Exhibit 4.1 to WEC Energy Group’s Current Report on Form 8-K, dated October 5, 2020) (File No. 001-09057). |
| |
|
| 4.6 |
Securities Resolution No. 12 of WEC Energy Group under the Indenture, effective as of December 6, 2021 (Incorporated by reference to Exhibit 4.1 to WEC Energy Group’s Current Report on Form 8-K, dated December 13, 2021) (File No. 001-09057). |
| |
|
| 4.7 |
Securities Resolution No. 13 of WEC Energy Group under the Indenture, effective as of September 22, 2022 (Incorporated by reference to Exhibit 4.1 to WEC Energy Group’s Current Report on Form 8-K, dated September 27, 2022) (File No. 001-09057). |
| |
|
| 4.8 |
Securities Resolution No. 14 of WEC Energy Group under the Indenture, effective as of January 9, 2023 (Incorporated by reference to Exhibit 4.1 to WEC Energy Group’s Current Report on Form 8-K, dated January 11, 2023) (File No. 001-09057). |
| |
|
| 4.9 |
Securities Resolution No. 15 of WEC Energy Group under the Indenture, effective as of September 5, 2023 (Incorporated by reference to Exhibit 4.1 to WEC Energy Group’s Current Report on Form 8-K, dated September 12, 2023) (File No. 001-09057). |
| |
|
| 4.10 |
Form of Securities Resolution for Debt Securities (to be filed by amendment or as an exhibit to a Current Report on Form 8-K). |
| |
|
| 4.11 |
Form of Certificate of Designations (including form of Preferred
Stock Certificate) (to be filed by amendment or as an exhibit to a Current Report on Form 8-K).
|
| |
|
| 4.12 |
Form of Depositary Agreement (including form of Deposit Receipt) (to be filed by amendment or as an exhibit to a Current Report on Form 8-K). |
| |
|
| 4.13 |
Form of Purchase Contract Agreement (including form of Purchase Contract Certificate) (to be filed by amendment or as an exhibit to a Current Report on Form 8-K). |
| |
|
| 4.14 |
Form of Unit Agreement (including form of Unit Certificate) (to be filed by amendment or as an exhibit to a Current Report on Form 8-K). |
| |
|
| 5.1 |
Opinion of Joshua M. Erickson. |
| |
|
| 5.2 |
Opinion of Troutman Pepper Hamilton Sanders LLP. |
| |
|
| 23.1 |
Consent of Deloitte & Touche LLP. |
| |
|
| 23.2 |
Consent of Joshua M. Erickson (included in Exhibit 5.1). |
| |
|
|
ITEM 17. UNDERTAKINGS
(a) The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b), if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Filing
Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective registration statement.
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided,
however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section
do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed
with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that
is part of the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(4) That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of
the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the
information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of
sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale
prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part
of the registration statement or made in any such document immediately prior to such effective date.
(5) That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities:
The
undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933 each filing
of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3
and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Milwaukee, Wisconsin, on August 5, 2024.
| |
WEC ENERGY GROUP, INC. |
| |
|
| |
By: |
/s/
Scott J. Lauber |
| |
|
Name: |
Scott J. Lauber |
| |
|
Title: |
President and Chief Executive Officer |
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| /s/
Scott J. Lauber |
|
President
and Chief Executive Officer and Director (principal executive officer) |
|
August 5,
2024 |
| Scott J.
Lauber |
|
| |
|
|
|
|
| * |
|
Executive Vice
President and Chief Financial Officer (principal financial officer) |
|
August 5,
2024 |
| Xia Liu |
|
|
|
|
|
|
| *
|
|
Vice President
and Controller (principal accounting officer) |
|
August 5,
2024 |
| William
J. Guc |
|
|
|
|
|
|
| * |
|
Director |
|
August 5,
2024 |
| Ave M.
Bie |
|
|
|
|
|
|
| * |
|
Director |
|
August 5,
2024 |
| Curt S.
Culver |
|
|
|
|
|
|
| * |
|
Director |
|
August 5,
2024 |
| Danny L.
Cunningham |
|
|
|
|
|
|
| * |
|
Director |
|
August 5,
2024 |
| William
M. Farrow III |
|
| |
|
| * |
|
Director |
|
August 5,
2024 |
| Cristina
A. Garcia-Thomas |
|
|
|
|
|
|
| * |
|
Director |
|
August 5,
2024 |
| Maria C.
Green |
|
| |
|
| * |
|
Director |
|
August 5,
2024 |
| Gale E.
Klappa |
|
|
|
|
|
|
| * |
|
Director |
|
August 5,
2024 |
| Thomas
K. Lane |
|
|
|
|
|
|
| * |
|
Director |
|
August 5,
2024 |
| Ulice Payne, Jr. |
|
|
|
|
|
|
| * |
|
Director |
|
August 5,
2024 |
| Mary Ellen
Stanek |
|
|
|
|
|
|
| * |
|
Director |
|
August 5,
2024 |
| Glen E.
Tellock |
|
| |
* By: |
/s/
Anthony L. Reese |
|
August 5,
2024 |
| |
|
Anthony
L. Reese |
|
|
| |
|
As Attorney-in-Fact |
|
|
Exhibit 5.1
August 5, 2024
WEC Energy Group, Inc.
231 West Michigan Street
P.O. Box 1331
Milwaukee, WI 53201
Ladies and Gentlemen:
I refer to the Registration Statement on Form S-3
(the “Registration Statement”) being filed by WEC Energy Group, Inc. (the “Company”) with the Securities
and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), with
respect to the proposed offering from time to time, pursuant to the prospectus (the “Prospectus”) contained in the Registration
Statement, of an indeterminate amount of: (1) shares of the Company’s common stock, par value $0.01 per share (the “Common
Stock”); (2) shares of the Company’s preferred stock, par value $0.01 per share (the “Preferred Stock”),
to be issued in one or more series; (3) one or more new series of debt securities to be issued by the Company (each such series being
hereinafter referred to as a “Series” or “Series of Debt Securities” and collectively as the “Debt
Securities”); (4) depositary shares representing fractional interests in shares of the Preferred Stock (the “Depositary
Shares”); (5) purchase contracts to purchase Debt Securities, shares of the Common Stock or shares of the Preferred Stock (the
“Purchase Contracts”); and (6) units comprised of one or more of shares of the Common Stock, shares of the Preferred
Stock, Debt Securities, Depositary Shares, Purchase Contracts or debt securities of third parties, including U.S. treasury securities
(the “Units”). The Common Stock, the Preferred Stock, the Debt Securities, the Depositary Shares, the Purchase Contracts and
the Units are referred to together herein as the “Securities.”
As Vice President and Deputy General Counsel of
WEC Business Services LLC, I have examined (i) the Registration Statement, (ii) the Restated Articles of Incorporation
of the Company, as amended (the “Restated Articles of Incorporation”), and the Bylaws of the Company, as amended to January 19,
2023 (the “Bylaws”), (ii) the Indenture dated as of March 15, 1999 (including, as exhibits, forms of Registered
Security and Bearer Security thereunder) between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to The
First National Bank of Chicago), as Trustee (the “Indenture”), providing for the issuance of the Debt Securities from time
to time in one or more Series, pursuant to the terms of one or more resolutions or supplemental indentures creating such Series (“Securities
Resolution(s)”), (iii) corporate proceedings of the Company relating to the Registration Statement and the Securities, and
(iv) such other documents and records, and such matters of law, as I have deemed necessary or advisable for the purposes of this
opinion.
On the basis of the foregoing, I advise you
that, in my opinion:
1. The
Company is validly existing as a corporation in active status under the laws of the State
of Wisconsin.
2. When
(a) the Board of Directors of the Company (the “Board of Directors”) or a duly authorized committee thereof shall have
taken all necessary corporate action to approve the issuance of the Common Stock in accordance with the Restated Articles of Incorporation,
the Bylaws and the Wisconsin Business Corporation Law (the “WBCL”), which corporate action shall remain in full force and
effect at all times during which the Common Stock is offered and sold by the Company, and (b) certificates representing the Common
Stock shall have been duly executed, countersigned, registered and delivered to the purchasers thereof or the Common Stock shall have
been issued without certificates, in either case against payment of the agreed upon consideration by the purchasers thereof as contemplated
by the Registration Statement, the Prospectus and any prospectus supplement related thereto, the Common Stock will be duly authorized,
validly issued, fully paid and non-assessable.
3. When
(a) the Board of Directors or a duly authorized committee thereof shall have taken all necessary corporate action to approve the
issuance of the Preferred Stock and to establish the terms and conditions thereof in accordance with the Restated Articles of Incorporation,
the Bylaws and the WBCL, which corporate action shall remain in full force and effect at all times during which such Preferred Stock is
offered and sold by the Company, (b) articles of amendment to the Restated Articles of Incorporation establishing the designations,
preferences and rights of the series of the Preferred Stock being issued shall have been duly filed with the Wisconsin Department of Financial
Institutions, and (c) certificates representing the Preferred Stock shall have been duly executed, countersigned, registered and
delivered to the purchasers thereof or the Preferred Stock shall have been issued without certificates, in either case against payment
of the agreed upon consideration by the purchasers thereof as contemplated by the Registration Statement, the Prospectus and any prospectus
supplement related thereto, the Preferred Stock will be duly authorized, validly issued, fully paid and non-assessable.
4. When
(a) the final terms of the Series of Debt Securities have been established pursuant to a Securities Resolution which has been
duly adopted, or if in the form of a supplemental indenture, duly executed and delivered by the Company and the Trustee, and (b) the
Debt Securities have been duly executed by the Company and authenticated by the Trustee in accordance with the Indenture and delivered
to and paid for by the purchasers thereof as contemplated by the Registration Statement, the Prospectus and any prospectus supplement
related thereto, the Debt Securities will constitute legally issued, valid and binding obligations of the Company, enforceable against
the Company in accordance with the terms thereof and will be entitled to the benefits of the Indenture, subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights
generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith
and fair dealing.
I am a member of the bar of the State of Wisconsin
and do not hold myself out to be an expert on the laws of any other state. In connection herewith, I express no opinion on the laws
of any jurisdiction other than the federal laws of the United States and the laws of the State of Wisconsin.
I consent to (a) the filing of this opinion
with the SEC as an exhibit to the Registration Statement, and (b) the references made to me under the caption “Legal Matters”
in the Prospectus constituting a part of the Registration Statement. In giving this consent, I do not admit that I come within the
category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations of the SEC
thereunder.
| |
Very truly yours, |
| |
|
| |
/s/ Joshua M. Erickson |
| |
Joshua M. Erickson |
| |
Vice President and Deputy General Counsel |
| |
WEC Business Services LLC |
Exhibit 5.2
| Troutman
Pepper Hamilton Sanders LLP |
 |
| 600 Peachtree Street NE, Suite 5200 |
| Atlanta, GA 30308-2216 |
| |
troutman.com
|
August 5, 2024
WEC Energy Group, Inc.
231 West Michigan Street
P.O. Box 1331
Milwaukee, Wisconsin 53201
| Re: | |
WEC Energy Group, Inc.
Registration Statement on Form S-3 |
Ladies and Gentlemen:
We are acting as counsel
to WEC Energy Group, Inc., a Wisconsin corporation (the “Company”), in connection with the preparation of a Registration
Statement on Form S-3 filed with the Securities and Exchange Commission (the “Commission”) on August 5,
2024 (the “Registration Statement”) for the registration under the Securities Act of 1933, as amended (the “Act”),
of an indeterminate amount of: (1) shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”);
(2) shares of the Company’s preferred stock, par value $0.01 per share (the “Preferred Stock”); (3) one
or more new series of debt securities to be issued by the Company (the “Debt Securities”); (4) depositary shares
representing fractional interests in shares of the Preferred Stock (the “Depositary Shares”); (5) purchase contracts
to purchase Debt Securities, shares of the Common Stock or shares of the Preferred Stock (the “Purchase Contracts”);
and (6) units comprised of one or more of shares of the Common Stock, shares of the Preferred Stock, Debt Securities, Depositary
Shares, Purchase Contracts or debt securities of third parties, including U.S. treasury securities (the “Units”).
The Common Stock, the Preferred Stock, the Debt Securities, the Depositary Shares, the Purchase Contracts and the Units are referred
to together herein as the “Registered Securities.”
In rendering this opinion,
we have examined the Registration Statement and such other documents and records as we have deemed necessary to enable us to express
an opinion on the matters covered hereby. In such examinations, we have assumed the genuineness of all signatures on all original documents,
the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to the original
documents of all copies submitted to us, the authenticity of the originals of documents submitted to us as copies and the due execution
and delivery of all documents where due execution and delivery are prerequisite to the effectiveness thereof. We have assumed that there
will be no changes to such documents or records, or expiration thereof, after the date hereof that would affect the opinions expressed
herein.
| August 5, 2024 |
 |
| Page 2 |
| |
| |
| |
For purposes of this opinion
letter, we have assumed that:
(i) the
issuance, sale, amount, and terms of each of the Registered Securities to be offered from time to time by the Company will be duly authorized
and established by proper action of the board of directors of the Company or a duly authorized committee thereof, and in accordance with
the Restated Articles of Incorporation of the Company, as amended (the “Restated Articles of Incorporation”), the
Bylaws of the Company (the “Bylaws” and, together with the Restated Articles of Incorporation, the “Company
Organizational Documents”), and applicable Wisconsin law (the “Company Authorizing Proceedings”), and that,
at the time of each such issuance and sale of such Registered Securities, the Company will continue to be validly existing and in active
status under the laws of the State of Wisconsin, with the requisite corporate power and authority to issue and sell all such Registered
Securities at such time;
(ii) any
Depositary Shares issued by the Company pursuant to the Registration Statement, the Prospectus and the related prospectus supplement,
from time to time, will be issued under and in conformity with one or more valid, binding, and enforceable depositary agreements (each
a “Depositary Agreement”) with a depositary agent appointed by the Company (the “Depositary Agent”),
which shall be delivered by the Depositary Agent, and the Depositary Agent will have all requisite power and authority to effect the
transactions contemplated by such Depositary Agreement, and the Depositary Agreement will be the valid and binding obligation of the
Depositary Agent and will be enforceable against the Depositary Agent in accordance with its terms;
(iii) any
Purchase Contracts issued by the Company pursuant to the Registration Statement, the Prospectus and the related prospectus supplement,
from time to time, will be issued under and in conformity with one or more valid, binding, and enforceable purchase contract agreements
(each a “Purchase Contract Agreement”) with a purchase contract agent appointed by the Company (the “Purchase
Contract Agent”), which shall be delivered by the Purchase Contract Agent, and the Purchase Contract Agent will have all requisite
power and authority to effect the transactions contemplated by such Purchase Contract Agreement, and the Purchase Contract Agreement
will be the valid and binding obligation of the Purchase Contract Agent and will be enforceable against the Purchase Contract Agent in
accordance with its terms;
(iv) any
Units issued by the Company pursuant to the Registration Statement, the Prospectus and the related prospectus supplement may be issued
pursuant to a valid, binding, and enforceable unit agreement (the “Unit Agreement”) between the Company and a bank
or trust company as unit agent (“Unit Agent”), which shall be delivered by the Unit Agent, and the Unit Agent will
have all requisite power and authority to effect the transactions contemplated by such Unit Agreement, and the Unit Agreement will be
the valid and binding obligation of the Unit Agent and will be enforceable against the Unit Agent in accordance with its terms; and
(v) all
requisite third-party consents necessary to register and/or issue the Registered Securities have been obtained by the Company.
In addition, we have assumed
that, at or prior to the time of the delivery of any of the Registered Securities, (i) the Registration Statement shall have become
effective and such effectiveness shall not have been terminated or rescinded, and (ii) there shall not have occurred any change
in law affecting the validity or enforceability of such security.
| August 5, 2024 |
|
| Page 3 |
| |
| |
| |
On the basis of the foregoing,
we are of the opinion that:
1. The
Depositary Shares registered under the Registration Statement, when duly authorized upon completion of all Company Authorizing Proceedings,
and duly executed and delivered against payment specified therefor and pursuant to a Depositary Agreement, if applicable, duly authorized,
executed and delivered by the Company and the Deposit Agent, will be legally issued binding obligations of the Company enforceable against
the Company in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization,
fraudulent transfer, preference or other similar laws affecting creditors’ rights generally, and subject to general principles
of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
2. The
Purchase Contracts registered under the Registration Statement, when duly authorized upon completion of all Company Authorizing Proceedings,
and duly executed and delivered against payment specified therefor and pursuant to a Purchase Contract Agreement, if applicable, duly
authorized, executed and delivered by the Company and the Purchase Contract Agent, will be legally issued binding obligations of the
Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, fraudulent transfer, preference or other similar laws affecting creditors’ rights generally, and subject
to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
3. The
Units registered under the Registration Statement, when duly authorized upon completion of all Company Authorizing Proceedings, and duly
executed and delivered against payment specified therefor and pursuant to a Unit Agreement, if applicable, duly authorized, executed
and delivered by the Company and Unit Agent, will be legally issued binding obligations of the Company enforceable against the Company
in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent
transfer, preference or other similar laws affecting creditors’ rights generally, and subject to general principles of equity (regardless
of whether enforcement is sought in a proceeding in equity or at law).
In expressing the opinions
set forth above, we are not passing on the laws of any jurisdiction other than the laws of the State of New York and the federal law
of the United States of America. This opinion letter is given as of the date hereof, and we assume no obligation to supplement this opinion
if any applicable law changes after the date hereof or if we become aware of any facts or circumstances that may change the opinions
expressed herein after the date hereof.
We hereby consent to the
filing of this opinion as an exhibit to the Registration Statement and to the statement with respect to our firm under the caption “Legal
Matters” in the prospectus forming part of the Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission
thereunder. This opinion may not be relied upon, furnished or quoted by you for any other purpose, without our prior written consent.
| |
|
| |
Very truly yours, |
| |
|
| |
/s/ Troutman Pepper Hamilton Sanders LLP |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference
in this Registration Statement on Form S-3 of our reports dated February 22, 2024, relating to the consolidated financial statements
and financial statement schedules of WEC Energy Group, Inc. and the effectiveness of WEC Energy Group, Inc.’s internal
control over financial reporting, appearing in the Annual Report on Form 10-K of WEC Energy Group, Inc. for the year ended
December 31, 2023. We also consent to the reference to us under the heading "Experts" in this Registration Statement.
/s/ Deloitte & Touche LLP
Milwaukee, Wisconsin
August 5, 2024
Exhibit 24.1
POWER OF ATTORNEY
July 25, 2024
Each of the undersigned directors and officers of WEC Energy Group, Inc.
(the “Company”), hereby severally constitutes and appoints Scott J. Lauber, Xia Liu, and Anthony L. Reese, and each of them
singly, his or her true and lawful attorneys with full power to them, and each of them singly, to sign for him or her and in his or her
names in the capacities indicated below, a Registration Statement on Form S-3 relating to the registration under the Securities Act
of 1933, as amended (the “Securities Act”), of an indeterminate amount of securities in any combination of common stock, preferred
stock, debt securities (including in the form or forms of senior notes, debentures, notes or other forms of indebtedness which may include
senior, subordinated and junior subordinated debt securities of the Company), depositary shares, purchase contracts and units of the Company
as may from time to time be offered (the “Registration Statement”), and any and all amendments to the Registration Statement,
including any Registration Statement filed pursuant to Rule 462(b) under the Securities Act, and generally to do all such things
in his or her names and on his or her behalf to enable the Company to comply with the provisions of the Securities Act and all requirements
of the Securities and Exchange Commission, hereby ratifying and confirming his or her signature as it may be signed by his or her said
attorneys or any of them, to said Registration Statement and any and all amendments thereto.
Signatures and Titles:
| /s/ Scott J. Lauber |
|
/s/ Cristina A. Garcia-Thomas |
| Scott J. Lauber, President and Chief Executive Officer and Director – Principal Executive Officer |
|
Cristina A. Garcia-Thomas, Director |
| |
|
|
| /s/ Xia Liu |
|
/s/ Maria C. Green |
| Xia Liu, Executive Vice President and Chief Financial Officer – Principal Financial Officer |
|
Maria C. Green, Director |
| |
|
|
| /s/ William J. Guc |
|
/s/ Gale E. Klappa |
| William J. Guc, Vice President and Controller – Principal Accounting Officer |
|
Gale E. Klappa, Director |
| |
|
|
| /s/ Ave M. Bie |
|
/s/ Thomas K. Lane |
| Ave M. Bie, Director |
|
Thomas K. Lane, Director |
| |
|
|
| /s/ Curt S. Culver |
|
/s/ Ulice Payne, Jr. |
| Curt S. Culver, Director |
|
Ulice Payne, Jr., Director |
| |
|
|
| /s/ Danny L. Cunningham |
|
/s/ Mary Ellen Stanek |
| Danny L. Cunningham, Director |
|
Mary Ellen Stanek, Director |
| |
|
|
| /s/ William M. Farrow III |
|
/s/ Glen E. Tellock |
| William M. Farrow III, Director |
|
Glen E. Tellock, Director |
Exhibit 25.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) ¨
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
(Jurisdiction
of incorporation
if not a U.S. national bank) |
95-3571558
(I.R.S. employer
identification no.) |
333 South Hope Street
Suite 2525
Los Angeles, California
(Address of principal executive offices) |
90071
(Zip code) |
WEC
ENERGY GROUP, INC.
(Exact name of obligor as specified in its charter)
Wisconsin
(State or other jurisdiction of
incorporation or organization) |
39-1391525
(I.R.S. employer
identification no.) |
231
West Michigan Street
P.O. Box 1331
Milwaukee, Wisconsin
(Address of principal executive offices) |
53201
(Zip code) |
Debt Securities
(Title of the indenture securities)
| 1. | General
information. Furnish the following information as to the trustee: |
| (a) | Name and address of each examining
or supervising authority to which it is subject. |
| |
Name |
|
Address |
| |
Comptroller
of the Currency United States Department of the Treasury |
|
Washington, DC 20219 |
| |
|
|
|
| |
Federal Reserve
Bank |
|
San Francisco, CA 94105 |
| |
|
|
|
| |
Federal Deposit
Insurance Corporation |
|
Washington, DC 20429 |
| (b) | Whether it is authorized to exercise
corporate trust powers. |
Yes.
| 2. | Affiliations with Obligor. |
If the obligor is an affiliate of
the trustee, describe each such affiliation.
None.
Exhibits identified in parentheses
below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the
Trust Indenture Act of 1939 (the "Act").
| 1. | A copy of the articles of association of The
Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust
Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948
and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875). |
| 2. | A copy of certificate of authority of the
trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement
No. 333-121948). |
| 3. | A copy of the authorization of the trustee
to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration
Statement No. 333-152875). |
| 4. | A copy of the existing by-laws of the trustee
(Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229762). |
| 6. | The consent of the trustee required by Section 321(b) of
the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875). |
| 7. | A copy of the latest report of condition of
the Trustee published pursuant to law or to the requirements of its supervising or examining
authority. |
SIGNATURE
Pursuant to the requirements
of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws
of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto
duly authorized, all in the City of Everett, and State of Massachusetts, on the 30th day of July, 2024.
| |
THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A. |
| |
|
| |
By: |
/s/
Marie A. Hattinger |
| |
|
Name: |
Marie A. Hattinger |
| |
|
Title: |
Vice President |
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 333 South Hope Street, Suite 2525, Los
Angeles, CA 90071
At the close of business March 31, 2024,
published in accordance with Federal regulatory authority instructions.
| | |
Dollar amounts | |
| | |
in
thousands | |
| ASSETS | |
| |
| | |
| |
| Cash and balances due from depository institutions: | |
| |
| Noninterest-bearing
balances and currency and coin | |
| 3,941 | |
| Interest-bearing
balances | |
| 357,485 | |
| Securities: | |
| | |
| Held-to-maturity
securities | |
| 0 | |
| Available-for-sale
debt securities | |
| 528 | |
| Equity
securities with readily determinable fair values not held for trading | |
| 0 | |
| Federal funds
sold and securities purchased under agreements to resell: | |
| | |
| Federal
funds sold in domestic offices | |
| 0 | |
| Securities
purchased under agreements to resell | |
| 0 | |
| Loans and lease financing receivables: | |
| | |
| Loans
and leases held for sale | |
| 0 | |
| Loans
and leases, held for investment | |
| 0 | |
| LESS:
Allowance for credit losses on loans and leases | |
| 0 | |
| Loans
and leases held for investment, net of allowance | |
| 0 | |
| Trading assets | |
| 0 | |
| Premises
and fixed assets (including capitalized leases) | |
| 12,163 | |
| Other real
estate owned | |
| 0 | |
| Investments
in unconsolidated subsidiaries and associated companies | |
| 0 | |
| Direct
and indirect investments in real estate ventures | |
| 0 | |
| Intangible assets | |
| 856,313 | |
| Other assets | |
| 102,764 | |
| | |
| | |
| Total assets | |
$ | 1,333,194 | |
| LIABILITIES | |
| |
| | |
| |
| Deposits: | |
| | |
| In
domestic offices | |
| 1,444 | |
| Noninterest-bearing | |
| 1,444 | |
| Interest-bearing | |
| 0 | |
| | |
| | |
| Federal
funds purchased and securities sold under agreements to repurchase: | |
| | |
| Federal
funds purchased in domestic offices | |
| 0 | |
| Securities
sold under agreements to repurchase | |
| 0 | |
| Trading liabilities | |
| 0 | |
| Other borrowed money: | |
| | |
| (includes mortgage indebtedness
and obligations under capitalized leases) | |
| 0 | |
| Not applicable | |
| | |
| Not applicable | |
| | |
| Subordinated notes and debentures | |
| 0 | |
| Other liabilities | |
| 276,687 | |
| Total liabilities | |
| 278,131 | |
| Not applicable | |
| | |
| | |
| | |
| EQUITY CAPITAL | |
| | |
| | |
| | |
| Perpetual preferred stock and
related surplus | |
| 0 | |
| Common stock | |
| 1,000 | |
| Surplus (exclude all surplus
related to preferred stock) | |
| 106,705 | |
| Not available | |
| | |
| Retained
earnings | |
| 947,358 | |
| Accumulated
other comprehensive income | |
| 0 | |
| Other equity capital components | |
| 0 | |
| Not available | |
| | |
| Total
bank equity capital | |
| 1,055,063 | |
| Noncontrolling
(minority) interests in consolidated subsidiaries | |
| 0 | |
| Total equity capital | |
| 1,055,063 | |
| Total liabilities and equity
capital | |
| 1,333,194 | |
I, Janice Shell, CFO of the above-named bank do
hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared
in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge
and belief.
Janice Shell ) CFO
We, the undersigned directors (trustees), attest
to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been
examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate
Federal regulatory authority and is true and correct.
| |
Antonio I. Portuondo, President |
) |
|
| |
Loretta A. Lundberg,
Managing Director |
) |
Directors
(Trustees) |
| |
Cathleen M. Sokolowski, Managing
Director |
) |
|
S-3
S-3ASR
EX-FILING FEES
0000783325
WEC ENERGY GROUP, INC.
0000783325
2024-08-01
2024-08-01
0000783325
1
2024-08-01
2024-08-01
0000783325
2
2024-08-01
2024-08-01
0000783325
3
2024-08-01
2024-08-01
0000783325
4
2024-08-01
2024-08-01
0000783325
5
2024-08-01
2024-08-01
0000783325
6
2024-08-01
2024-08-01
iso4217:USD
xbrli:pure
xbrli:shares
|
Calculation of Filing Fee Tables
|
|
S-3
|
|
WEC ENERGY GROUP, INC.
|
|
Table 1: Newly Registered and Carry Forward Securities
|
|
|
|
Security Type
|
Security Class Title
|
Fee Calculation or Carry Forward Rule
|
Amount Registered
|
Proposed Maximum Offering Price Per Unit
|
Maximum Aggregate Offering Price
|
Fee Rate
|
Amount of Registration Fee
|
Carry Forward Form Type
|
Carry Forward File Number
|
Carry Forward Initial Effective Date
|
Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward
|
|
Newly Registered Securities
|
|
Fees to be Paid
|
1
|
Equity
|
Common Stock, par value $0.01 per share
|
457(r)
|
|
|
|
0.0001476
|
|
|
|
|
|
|
Fees to be Paid
|
2
|
Equity
|
Preferred Stock
|
457(r)
|
|
|
|
0.0001476
|
|
|
|
|
|
|
Fees to be Paid
|
3
|
Debt
|
Debt Securities
|
457(r)
|
|
|
|
0.0001476
|
|
|
|
|
|
|
Fees to be Paid
|
4
|
Equity
|
Depositary Shares
|
457(r)
|
|
|
|
0.0001476
|
|
|
|
|
|
|
Fees to be Paid
|
5
|
Other
|
Purchase Contracts
|
457(r)
|
|
|
|
0.0001476
|
|
|
|
|
|
|
Fees to be Paid
|
6
|
Other
|
Units
|
457(r)
|
|
|
|
0.0001476
|
|
|
|
|
|
|
Fees Previously Paid
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carry Forward Securities
|
|
Carry Forward Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Offering Amounts:
|
|
$
0.00
|
|
$
0.00
|
|
|
|
|
|
|
|
|
Total Fees Previously Paid:
|
|
|
|
$
0.00
|
|
|
|
|
|
|
|
|
Total Fee Offsets:
|
|
|
|
$
0.00
|
|
|
|
|
|
|
|
|
Net Fee Due:
|
|
|
|
$
0.00
|
|
|
|
|
|
1
|
(1) There are being registered hereunder such presently indeterminate (a) number of shares of Common Stock, par value $0.01 per share, Preferred Stock, Depositary Shares, Purchase Contracts and Units and (b) principal amount of Debt Securities of WEC Energy Group, Inc. (the "Company") as may from time to time be issued at indeterminate prices.
(2) In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the "Securities Act"), the Company is deferring payment of all of the registration fees.
|
|
|
|
2
|
(1) There are being registered hereunder such presently indeterminate (a) number of shares of Common Stock, par value $0.01 per share, Preferred Stock, Depositary Shares, Purchase Contracts and Units and (b) principal amount of Debt Securities of WEC Energy Group, Inc. (the "Company") as may from time to time be issued at indeterminate prices.
(2) In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the "Securities Act"), the Company is deferring payment of all of the registration fees.
|
|
|
|
3
|
(1) There are being registered hereunder such presently indeterminate (a) number of shares of Common Stock, par value $0.01 per share, Preferred Stock, Depositary Shares, Purchase Contracts and Units and (b) principal amount of Debt Securities of WEC Energy Group, Inc. (the "Company") as may from time to time be issued at indeterminate prices.
(2) In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the "Securities Act"), the Company is deferring payment of all of the registration fees.
|
|
|
|
4
|
(1) There are being registered hereunder such presently indeterminate (a) number of shares of Common Stock, par value $0.01 per share, Preferred Stock, Depositary Shares, Purchase Contracts and Units and (b) principal amount of Debt Securities of WEC Energy Group, Inc. (the "Company") as may from time to time be issued at indeterminate prices.
(2) In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the "Securities Act"), the Company is deferring payment of all of the registration fees.
|
|
|
|
5
|
(1) There are being registered hereunder such presently indeterminate (a) number of shares of Common Stock, par value $0.01 per share, Preferred Stock, Depositary Shares, Purchase Contracts and Units and (b) principal amount of Debt Securities of WEC Energy Group, Inc. (the "Company") as may from time to time be issued at indeterminate prices.
(2) In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the "Securities Act"), the Company is deferring payment of all of the registration fees.
|
|
|
|
6
|
(1) There are being registered hereunder such presently indeterminate (a) number of shares of Common Stock, par value $0.01 per share, Preferred Stock, Depositary Shares, Purchase Contracts and Units and (b) principal amount of Debt Securities of WEC Energy Group, Inc. (the "Company") as may from time to time be issued at indeterminate prices.
(2) In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the "Securities Act"), the Company is deferring payment of all of the registration fees.
|
|
|
v3.24.2.u1
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v3.24.2.u1
Offerings
|
Aug. 01, 2024 |
| Offering: 1 |
|
| Offering: |
|
| Fee Previously Paid |
false
|
| Rule 457(r) |
true
|
| Security Type |
Equity
|
| Security Class Title |
Common Stock, par value $0.01 per share
|
| Fee Rate |
0.01476%
|
| Offering Note |
(1) There are being registered hereunder such presently indeterminate (a) number of shares of Common Stock, par value $0.01 per share, Preferred Stock, Depositary Shares, Purchase Contracts and Units and (b) principal amount of Debt Securities of WEC Energy Group, Inc. (the "Company") as may from time to time be issued at indeterminate prices.
(2) In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the "Securities Act"), the Company is deferring payment of all of the registration fees.
|
| Offering: 2 |
|
| Offering: |
|
| Fee Previously Paid |
false
|
| Rule 457(r) |
true
|
| Security Type |
Equity
|
| Security Class Title |
Preferred Stock
|
| Fee Rate |
0.01476%
|
| Offering Note |
(1) There are being registered hereunder such presently indeterminate (a) number of shares of Common Stock, par value $0.01 per share, Preferred Stock, Depositary Shares, Purchase Contracts and Units and (b) principal amount of Debt Securities of WEC Energy Group, Inc. (the "Company") as may from time to time be issued at indeterminate prices.
(2) In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the "Securities Act"), the Company is deferring payment of all of the registration fees.
|
| Offering: 3 |
|
| Offering: |
|
| Fee Previously Paid |
false
|
| Rule 457(r) |
true
|
| Security Type |
Debt
|
| Security Class Title |
Debt Securities
|
| Fee Rate |
0.01476%
|
| Offering Note |
(1) There are being registered hereunder such presently indeterminate (a) number of shares of Common Stock, par value $0.01 per share, Preferred Stock, Depositary Shares, Purchase Contracts and Units and (b) principal amount of Debt Securities of WEC Energy Group, Inc. (the "Company") as may from time to time be issued at indeterminate prices.
(2) In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the "Securities Act"), the Company is deferring payment of all of the registration fees.
|
| Offering: 4 |
|
| Offering: |
|
| Fee Previously Paid |
false
|
| Rule 457(r) |
true
|
| Security Type |
Equity
|
| Security Class Title |
Depositary Shares
|
| Fee Rate |
0.01476%
|
| Offering Note |
(1) There are being registered hereunder such presently indeterminate (a) number of shares of Common Stock, par value $0.01 per share, Preferred Stock, Depositary Shares, Purchase Contracts and Units and (b) principal amount of Debt Securities of WEC Energy Group, Inc. (the "Company") as may from time to time be issued at indeterminate prices.
(2) In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the "Securities Act"), the Company is deferring payment of all of the registration fees.
|
| Offering: 5 |
|
| Offering: |
|
| Fee Previously Paid |
false
|
| Rule 457(r) |
true
|
| Security Type |
Other
|
| Security Class Title |
Purchase Contracts
|
| Fee Rate |
0.01476%
|
| Offering Note |
(1) There are being registered hereunder such presently indeterminate (a) number of shares of Common Stock, par value $0.01 per share, Preferred Stock, Depositary Shares, Purchase Contracts and Units and (b) principal amount of Debt Securities of WEC Energy Group, Inc. (the "Company") as may from time to time be issued at indeterminate prices.
(2) In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the "Securities Act"), the Company is deferring payment of all of the registration fees.
|
| Offering: 6 |
|
| Offering: |
|
| Fee Previously Paid |
false
|
| Rule 457(r) |
true
|
| Security Type |
Other
|
| Security Class Title |
Units
|
| Fee Rate |
0.01476%
|
| Offering Note |
(1) There are being registered hereunder such presently indeterminate (a) number of shares of Common Stock, par value $0.01 per share, Preferred Stock, Depositary Shares, Purchase Contracts and Units and (b) principal amount of Debt Securities of WEC Energy Group, Inc. (the "Company") as may from time to time be issued at indeterminate prices.
(2) In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the "Securities Act"), the Company is deferring payment of all of the registration fees.
|
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