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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
September 5, 2023
Commission |
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Registrant; State of Incorporation; |
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IRS Employer |
File Number |
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Address; and Telephone Number |
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Identification No. |
001-09057 |
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WEC ENERGY GROUP, INC. |
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39-1391525 |
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(A Wisconsin Corporation) |
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231 West Michigan Street |
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P.O. Box 1331 |
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Milwaukee, WI 53201 |
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(414) 221-2345 |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name
of each exchange on which registered |
Common Stock, $.01 Par Value |
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WEC |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ¨
WEC ENERGY GROUP, INC.
ITEM 8.01 OTHER EVENTS.
On September 5, 2023, WEC Energy Group, Inc. (the
“Company”) entered into an Underwriting Agreement covering the issue and sale by the Company of $600,000,000 aggregate principal
amount of 5.60% Senior Notes due September 12, 2026 (the “Notes”). The Notes are being issued and sold by the Company in an
offering registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3, Registration No. 333-260807
(the “Registration Statement”). The exhibits filed herewith under Item 9.01 are incorporated by reference as part of
the Registration Statement.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
1.1 |
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Underwriting Agreement, dated September 5, 2023, among the Company and BMO Capital Markets Corp., BofA Securities, Inc., PNC Capital Markets LLC, and Scotia Capital (USA) Inc. as representatives of the several underwriters, relating to $600,000,000 aggregate principal amount of the Company’s 5.60% Senior Notes due September 12, 2026. |
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4.1 |
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Securities Resolution No. 15 of the Company, effective as of September 5, 2023, under the Indenture for Debt Securities, dated as of March 15, 1999, 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. |
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5.1 |
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Opinion of Joshua M. Erickson, Vice President and Deputy General Counsel, WEC Business Services LLC. |
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23.1 |
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Consent of Joshua M. Erickson, Vice President and Deputy General Counsel, WEC Business Services LLC (included in Exhibit 5.1). |
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104 |
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Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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WEC ENERGY GROUP, INC. |
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(Registrant) |
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Date: September 12, 2023 |
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/s/ William J. Guc |
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William J. Guc — Vice President and Controller |
Exhibit 1.1
WEC Energy Group, inc.
DEBT SECURITIES
UNDERWRITING AGREEMENT
New York, New York
September 5, 2023
To the Underwriters set forth
on Schedule A hereto
Ladies and Gentlemen:
WEC Energy Group, Inc., a
Wisconsin corporation (the “Company”), proposes to issue and sell to one or more underwriters (the “Underwriters”)
named in Schedule A to this underwriting agreement (this “Agreement”) $600,000,000 aggregate principal
amount of 5.60% Senior Notes due September 12, 2026 (the “Securities”). The Securities will be issued under an indenture,
dated as of March 15, 1999 (the “Indenture”), 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 “Trustee”).
The Company understands that
the Underwriters propose to make a public offering of the Securities as soon as their representatives identified on Schedule A
hereto (the “Representatives”) deem advisable after this Agreement has been executed and delivered.
SECTION 1. Representations
and Warranties.
(a) Representations and Warranties by the Company. The Company represents and warrants to each Underwriter and agrees with each
Underwriter, as follows:
(i) Compliance with
Registration Requirements. The Company has filed with the Securities and Exchange Commission (the
“Commission”) an automatic shelf registration statement on Form S-3 (File No. 333-260807), which became effective
upon filing with the Commission (including information (if any) deemed to be part of the registration statement at the time of
effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the “1933 Act”)), for the
registration under the 1933 Act of the Securities; and no stop order suspending its effectiveness has been issued and no proceeding
for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering has been initiated
or, to the best knowledge of the Company, threatened by the Commission. Such registration statement meets the requirements set forth
in Rule 415(a)(1)(x) under the 1933 Act and complies in all other material respects with said Rule, and as amended at the date
of this Agreement, including the exhibits thereto, and the information deemed a part thereof pursuant to Rule 430B(f)(1) under
the 1933 Act on the date of such registration statement’s effectiveness for purposes of Section 11 of the 1933 Act, as
such section applies to the Company and the Underwriters for the Securities pursuant to Rule 430B(f)(2) under the 1933 Act (the
“Effective Date”), is hereinafter called the “Registration Statement.” The form of prospectus
included in such Registration Statement is hereinafter called the “Basic Prospectus,” and the Basic Prospectus,
as supplemented by the preliminary prospectus supplement dated September 5, 2023 relating to the Securities, in the form filed with
the Commission pursuant to Rule 424(b) under the 1933 Act (the “Preliminary Prospectus Supplement”), is
hereinafter referred to as the “Preliminary Prospectus.” The Basic Prospectus, as amended or supplemented in
final form, including by a prospectus supplement relating to the Securities in the form in which it is filed with the Commission
pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”), is hereinafter referred to as the
“Prospectus.” The Company will file with the Commission the Prospectus Supplement in accordance with Rule 424(b).
As filed, the Prospectus Supplement, together with the Basic Prospectus and any documents incorporated by reference therein, shall
contain all information required by the 1933 Act and the rules thereunder, and, except to the extent the Representatives shall agree
in writing to a modification, the Prospectus Supplement shall be in all substantive respects in the form furnished to the
Representatives prior to the Applicable Time (as defined below) or, to the extent not completed at the Applicable Time, shall
contain only such specific additional information and other changes (beyond that contained in the Basic Prospectus and any
Preliminary Prospectus) as the Company has advised the Representatives, prior to the Applicable Time, will be included or made
therein. Any reference herein to the Registration Statement, the Basic Prospectus, any Preliminary Prospectus or the Prospectus
shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which
were filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), on or before the date of this
Agreement, or the issue date of the Basic Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and any
reference herein to the terms “amend,” “amendment” or “supplement” with respect to the
Registration Statement, the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include
the filing of any document under the 1934 Act after the date of this Agreement, or the issue date of the Basic Prospectus, any
Preliminary Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference.
“Applicable Time”
shall mean 3:00 p.m. (New York City time) on the date of this Agreement.
(ii) No Misstatements
or Omissions. (i) As of the Effective Date and as of the applicable effective date of any subsequent amendment to the
Registration Statement (including the filing of any document incorporated by reference in the Registration Statement) that becomes
effective prior to the Closing Time (as defined in Section 2(b)), the Registration Statement, as then amended as of any such time,
and the Indenture, complied or will comply, as the case may be, in all material respects with the applicable requirements of the
1933 Act, the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the 1934 Act and the respective rules
thereunder, (ii) as of the date hereof, and as of the date of any further supplement to the Prospectus, the Prospectus, as then
amended or supplemented as of any such time, will comply in all material respects with the applicable requirements of the 1933 Act,
the 1939 Act and the 1934 Act and the respective rules thereunder, (iii) as of the Effective Date and as of the applicable
effective date of any subsequent amendment to the Registration Statement that becomes effective prior to the Closing Time, the
Registration Statement, as then amended as of such time, did not or will not contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading,
(iv) the Disclosure Package (as defined below) does not, and at the Applicable Time and at the Closing Time, will not contain
any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading and (v) as of the date hereof, as of the date of any
further supplement to the Prospectus and as of the Closing Time, the Prospectus, as then amended or supplemented as of such time,
did not or will not contain any untrue statement of material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the
Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the
Statement of Eligibility on Form T-1 under the 1939 Act of the Trustee (the “Form T-1”) or (ii) the
information contained in or omitted from the Registration Statement or the Prospectus or any amendment thereof or supplement thereto
in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through
the Representatives specifically for use in the Registration Statement and the Prospectus.
“Disclosure Package”
shall mean (i) the Basic Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Applicable Time, (iii) the
Issuer Free Writing Prospectuses, if any, identified in Schedule B hereto, and (iv) any other Free Writing Prospectus
that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.
“Free Writing Prospectus”
shall mean a free writing prospectus, as defined in Rule 405.
“Issuer Free Writing
Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433.
(iii) Free Writing Prospectuses.
At the determination date for purposes of the Securities within the meaning of Rule 164(h) under the 1933 Act, the Company was not an
“ineligible issuer” as defined in Rule 405 under the 1933 Act. Any Free Writing Prospectus that the Company is required
to file pursuant to Rule 433(d) under the 1933 Act has been, or will be, filed with the Commission in accordance with the requirements
of the 1933 Act and the applicable rules and regulations of the Commission thereunder. Each Free Writing Prospectus that the Company
has filed, or is required to file, pursuant to Rule 433(d) under the 1933 Act or that was prepared by or on behalf of or used or referred
to by the Company complies or will comply in all material respects with the requirements of the 1933 Act and the applicable rules and
regulations of the Commission thereunder and does not and will not include anything that conflicts with the information contained or
incorporated by reference in the Registration Statement, the Preliminary Prospectus or the Prospectus. Except for the Free Writing Prospectuses,
if any, identified in Schedule B hereto, the Company has not prepared, used or referred to, and will not, without the Representatives’
prior consent, prepare, use or refer to, any Free Writing Prospectus.
(iv) Automatic Shelf
Registration Statement. With respect to the Registration Statement, (i) the Registration Statement is an “automatic
shelf registration statement” (as defined in Rule 405 under the 1933 Act), (ii) the Company has not received from
the Commission any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to the use of the automatic shelf registration
statement and (iii) the conditions for use of Form S-3, as set forth in the General Instructions thereof, have been
satisfied.
(v) Well-Known
Seasoned Issuer. (A) At the time of filing of the Registration Statement, (B) at the time of the most recent amendment
to the Registration Statement for purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by
post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus) and
(C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under
the 1933 Act) made any offer relating to the Securities in reliance on the exemption of Rule 163 under the 1933 Act, the
Company was a “well-known seasoned issuer” (as defined in Rule 405 under the 1933 Act).
(vi) Authorization of
Agreement. This Agreement has been duly authorized, executed and delivered by the Company.
(vii) Authorization
of the Indenture. The Indenture has been duly authorized, executed and delivered by the Company and duly qualified under the
1939 Act and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms,
except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally,
general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) or an implied
covenant of good faith and fair dealing.
(viii) Authorization
of the Securities. The Securities have been duly authorized and, at the Closing Time, will have been duly executed by the
Company and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of
the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency
(including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting
enforcement of creditors’ rights generally, general principles of equity (regardless of whether enforcement is considered in a
proceeding in equity or at law) or an implied covenant of good faith and fair dealing, and will be in the form contemplated by, and
entitled to the benefits of, the Indenture.
(ix) Description of
the Securities and the Indenture. The Securities and the Indenture will conform in all material respects to the respective
statements relating thereto contained in the Disclosure Package and the Prospectus and will be in substantially the respective forms
filed or incorporated by reference, as the case may be, as exhibits to the Registration Statement.
(x) Absence of
Defaults and Conflicts. Neither the Company nor any “significant subsidiary” of the Company (as such term is defined
in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and collectively, the “Subsidiaries” and each of
which is listed on Schedule C hereto) is in violation of its charter or by-laws or in default in the performance or
observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan
or credit agreement, note, lease or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by
which it or any of them may be bound or to which any of the property or assets of the Company or any Subsidiary is subject
(collectively, “Agreements and Instruments”) except for such defaults as would not have a material adverse effect
on the condition, financial or otherwise, or on the earnings, business affairs or business prospects of the Company and its
consolidated subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business (a
“Material Adverse Effect”); and the execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the
use of the proceeds from the sale of the Securities as described in the Disclosure Package and the Prospectus under the caption
“Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all
necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both,
conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or
imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the
Agreements and Instruments (except for such conflicts, breaches, Repayment Events or defaults or liens, charges or encumbrances that
would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or
by-laws of the Company or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government,
government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its assets, properties or
operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note,
debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the
repurchase, redemption or repayment (through acceleration or otherwise), in each case prior to its stated maturity, of all or a
portion of such indebtedness by the Company or any Subsidiary.
(xi) Absence of Further
Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any
court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in
connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this
Agreement, except such as have been already obtained or as may be required under the 1933 Act or the rules and regulations of the Commission
thereunder (the “1933 Act Regulations”) or state securities laws.
(xii) Investment
Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of
the net proceeds therefrom as described in the Disclosure Package and the Prospectus will not be, an “investment
company” or an entity “controlled” by an “investment company” as such terms are defined in the
Investment Company Act of 1940, as amended (the “1940 Act”).
(xiii) Independent Public
Accountants. The registered public accounting firm that certified the audited financial statements of the Company included in the
Company’s Annual Report on Form 10-K for the year ended December 31, 2022, which are incorporated by reference in the Registration
Statement, Disclosure Package and Prospectus, is an independent registered public accounting firm as required by the 1933 Act and the
1933 Act Regulations.
(xiv) OFAC.
Neither the Company nor, to the knowledge of the Company, any director, officer, agent, employee or subsidiary of the Company is a
person currently listed on any publicly available sanctions-related list of designated persons maintained by the Office of Foreign
Asset Control of the U.S. Treasury Department on its official website, http://www.treasury.gov/resource-center/sanctions/, or any
replacement website (a “Sanctioned Person”); and the Company will not directly or indirectly use the proceeds of
the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person
or entity, for the purpose of financing activities of any Sanctioned Person.
(b) Officer’s
Certificates. Any certificate signed by any officer of the Company delivered to the Representatives or to counsel for the
Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.
SECTION 2. Sale and Delivery
to Underwriters; Closing.
(a) Securities. On
the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the
Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to
purchase from the Company, at a price of 99.634% of the principal amount thereof, the principal amount of the Securities opposite
such Underwriter’s name set forth in Schedule A hereto, plus any additional amount of Securities which such Underwriter
may become obligated to purchase pursuant to the provisions of Section 10 hereof.
(b) Payment.
Payment of the purchase price for, and delivery of certificates representing, the Securities shall be made at the Company’s
headquarters, 231 W. Michigan Street, Milwaukee, Wisconsin 53203, or at such other place as shall be agreed upon by the
Representatives and the Company at 8:00 A.M. (Central Time) on September 12, 2023 (unless postponed in accordance with the
provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the
Representatives and the Company (such time and date of payment and delivery being herein called “Closing
Time”).
Payment shall be made to the
Company by wire transfer of immediately available or next day funds as set forth in Schedule A to a bank account(s) designated
by the Company against delivery (to or for the account of the Representatives for the respective accounts of the Underwriters) of certificates
representing the Securities to be purchased by them. It is understood that each Underwriter has authorized BofA Securities, Inc., for
its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase.
(c) Denominations;
Registration. The delivery of the Securities shall be made in fully registered form, registered in the name of CEDE & CO.,
to the offices of The Depository Trust Company in New York, New York or its designee, and the Representatives shall accept such
delivery. The certificates representing the Securities will be made available for examination by the Representatives not later than
11:00 A.M. (Central Time) on the business day prior to the Closing Time.
(d) Free Writing
Prospectuses. Each Underwriter, severally and not jointly, agrees that, except for the information contained in the Free Writing
Prospectuses identified in Schedule B hereto, or any free writing prospectus that is not required to be filed by the
Company pursuant to Rule 433 under the 1933 Act, such Underwriter has not prepared, used or referred to, and will not, without
the Company’s prior consent, prepare, use or refer to, any Free Writing Prospectus.
SECTION 3. Covenants of
the Company. The Company covenants with each Underwriter as follows:
(a) Compliance with
Securities Regulations and Commission Requests. The Company, subject to Section 3(c), will prepare the Prospectus in a form
approved by the Representatives and file such Prospectus pursuant to Rule 424(b) within the time prescribed under Rule 424(b) and
will notify the Representatives immediately, and confirm the notice in writing, (i) when any post-effective amendment to the
Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed,
(ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the
Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance
by the Commission of any stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use
that has been received by the Company or of any order preventing or suspending the use of any preliminary prospectus, or of the
suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of
any proceedings for any of such purposes or pursuant to Section 8A of the 1933 Act against the Company or related to the
offering. The Company will promptly effect the filings necessary pursuant to Rule 424(b) and will take such steps as it deems
necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by
the Commission and, in the event that it was not, it will promptly file such prospectus. The Company will make every reasonable
effort to prevent the issuance of any stop order and, if any stop order is issued or any notice objecting to the use of the
Registration Statement is issued, to obtain the lifting thereof at the earliest possible moment. The Company will prepare a final
term sheet, which shall be previously approved by the Representatives, and will file such pricing term sheet pursuant to Rule 433(d)
under the 1933 Act within the time period prescribed by such Rule.
(b) Disclosure
Package. If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b), any event occurs as a result of
which the Disclosure Package would include any untrue statement of a material fact or omit to state any material fact necessary to
make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not
misleading, the Company will (i) notify promptly the Representatives so that any use of the Disclosure Package may cease until
it is amended or supplemented; (ii) amend or supplement the Disclosure Package to correct such statement or omission; and
(iii) supply any amendment or supplement to you in such quantities as the Representatives may reasonably request.
(c) Filing of
Amendments. At any time when a prospectus is required to be delivered in connection with sales of Securities under the 1933 Act
(including in circumstances where such requirement may be satisfied pursuant to Rule 172), the Company will give the
Representatives notice of its intention to file or prepare any amendment to the Registration Statement or any amendment, supplement
or revision to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Representatives with
copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file
or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object.
(d) Delivery of
Registration Statements. The Company has furnished or will deliver to the Representatives and counsel for the Underwriters,
without charge, two reproduced copies of an original signed copy of the Registration Statement as originally filed and of each
amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to
be incorporated by reference therein) and one reproduced copy of an original signed copy of all consents and certificates of
experts, and will also deliver to the Representatives, without charge, a conformed copy of the Registration Statement as originally
filed and of each amendment thereto (without exhibits) for each of the Underwriters. The copies of the Registration Statement and
each amendment thereto furnished to the Representatives will be identical to the electronically transmitted copies thereof filed
with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”) except to
the extent permitted by Regulation S-T under the 1933 Act.
(e) Delivery of
Prospectuses. The Company has delivered to each Underwriter, without charge, as many copies of any Preliminary Prospectus
relating to the Securities as such Underwriter reasonably requested, and the Company hereby consents to the use of such copies for
purposes permitted by the 1933 Act. The Company will furnish to each Underwriter, without charge, during the period when the
Prospectus is required to be delivered under the 1933 Act (including in circumstances where such requirement may be satisfied
pursuant to Rule 172), such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably
request. The Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the
electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by
Regulation S-T under the 1933 Act.
(f) Continued
Compliance with Securities Laws. The Company will comply with the 1933 Act and the 1933 Act Regulations and the 1934 Act and the
rules and regulations of the Commission thereunder (the “1934 Act Regulations”) so as to permit the completion of
the distribution of the Securities as contemplated in this Agreement and in the Prospectus. If at any time when a prospectus is
required by the 1933 Act to be delivered in connection with sales of the Securities (including in circumstances where such
requirement may be satisfied pursuant to Rule 172), any event shall occur or condition shall exist as a result of which it is
necessary, in the reasonable opinion of counsel for the Underwriters or for the Company, to amend the Registration Statement or
amend or supplement the Prospectus in order that the Prospectus will not include any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at
the time it is delivered to a purchaser, or if it shall be necessary, in the reasonable opinion of such counsel, at any such time to
amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or
the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(c), such
amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement or the
Prospectus comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment
or supplement as the Underwriters may reasonably request.
(g) Rule 158.
The Company will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to its
securityholders as soon as practicable an earnings statement for the purposes of, and to provide the benefits contemplated by, the
last paragraph of Section 11(a) of the 1933 Act.
(h) Use of
Proceeds. The Company will use the net proceeds received by it from the sale of the Securities in the manner specified in the
Disclosure Package and the Prospectus under “Use of Proceeds.”
(i) Restriction
on Sale of Securities. Until the business day following the Closing Time, the Company will not, without the prior written
consent of the Representatives, sell or contract to sell or announce the offering of, any debt securities of the Company with
characteristics and terms similar to those of the Securities.
(j) Automatic Shelf Registration
Statement. If at any time when Securities remain unsold by the Underwriters after the Closing Time, the Company receives from the
Commission a notice pursuant to Rule 401(g)(2) of the 1933 Act or otherwise ceases to be eligible to use the automatic shelf registration
statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or
post-effective amendment on the proper form relating to the Securities, in a form reasonably satisfactory to the Representatives, (iii) use
its reasonable best efforts to cause such registration statement or post-effective amendment to be declared effective and (iv) promptly
notify the Representatives of such effectiveness. The Company will take such other reasonable action necessary or appropriate to permit
the public offerings and sale of the Securities to continue as contemplated in the registration statement that was the subject of the
Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement
shall include such new registration statement or post-effective amendment, as the case may be.
(k) Reporting
Requirements. The Company, during the period when the Prospectus is required to be delivered under the 1933 Act, will file all
documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the
1934 Act Regulations.
SECTION 4. Payment of Expenses.
(a) Expenses. The
Company will pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including
(i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits and the
Form T-1) as originally filed and of each amendment thereto, (ii) the preparation, printing, reproduction and delivery to the
Underwriters of this Agreement, any agreement among Underwriters, the Indenture and such other documents as may be required in
connection with the offering, purchase, sale, issuance or delivery of the Securities, (iii) the preparation, issuance and
delivery of the certificates representing the Securities to the Underwriters, including any transfer taxes and any stamp or other
duties payable upon the sale, issuance or delivery of the Securities to the Underwriters, (iv) the fees and disbursements of
the Company’s counsel, other advisors and registered public accountants, (v) the printing and delivery to the Underwriters of
copies of each Preliminary Prospectus, each Issuer Free Writing Prospectus and of the Prospectus and any amendments or supplements
thereto, (vi) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection
with the Indenture and the Securities, (vii) any fees payable in connection with the rating of the Securities and (viii) the fees
and expenses incurred in connection with the listing, if applicable, of the Securities on any exchange.
(b) Termination of
Agreement. If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or
Section 9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the
reasonable fees and disbursements of counsel for the Underwriters.
SECTION 5. Conditions of
Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations
and warranties of the Company contained in Section 1(a) hereof or in certificates of any officer of the Company delivered pursuant to
the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further
conditions:
(a) Effectiveness of
Registration Statement. The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) within the applicable
time period prescribed for such filing by the 1933 Act Regulations and in accordance with Section 3(a) hereof; no stop order
suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that
purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering shall have been initiated or
threatened by the Commission; and no notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to the use of the automatic shelf
registration statement shall have been received by the Company from the Commission. The pricing term sheet contemplated by Section
3(a) hereto, and any other material required to be filed by the Company pursuant to Rule 433(d) under the 1933 Act, shall have been
filed by the Company with the Commission within the applicable time period prescribed for such filing by Rule 433 under the
1933 Act.
(b) Opinion and
Disclosure Letter of Counsel for Company. At Closing Time, the Representatives shall have received the favorable opinion and
disclosure letter, each dated as of Closing Time, of (i) Troutman Pepper Hamilton Sanders LLP, counsel for the Company, to the
effect set forth in Exhibit A-1 hereto and (ii) Joshua M. Erickson, Esq., Vice President and Deputy General
Counsel of WEC Business Services LLC, to the effect set forth in Exhibit A-2 hereto, each in form and substance satisfactory
to the Representatives and to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the
other Underwriters and addressed to the Underwriters and to such further effect as the Representatives and counsel to the
Underwriters may reasonably request. In giving such opinion, Troutman Pepper Hamilton Sanders LLP may rely, as to all matters
governed by the laws of jurisdictions other than the federal law of the United States, upon the opinions of counsel satisfactory to
the Representatives. In giving such opinion, Joshua M. Erickson may rely, as to all matters governed by the laws of
jurisdictions other than the law of the State of Wisconsin and the federal law of the United States, upon the opinions of counsel
satisfactory to the Representatives. Such counsel may also state that, insofar as such opinion involves factual matters, they have
relied, to the extent they deem proper, upon certificates of officers of the Company, the Trustee and public officials.
(c) Opinion and
Disclosure Letter of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion
and disclosure letter, each dated as of Closing Time, of Hunton Andrews Kurth LLP, the counsel for the Underwriters, together with
signed or reproduced copies of such opinion and letter for each of the other Underwriters and addressed to the Underwriters with
respect to such matters as the Representatives may reasonably request. In giving such opinion such counsel may rely, as to all
matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States,
upon the opinions of counsel for the Company, including such counsel referred to above in Section 5(b) hereof, or other counsel
satisfactory to the Representatives. Such counsel may also state that, insofar as such opinion involves factual matters, they have
relied, to the extent they deem proper, upon certificates of officers of the Company, and certificates of the Trustee and public
officials.
In addition, such counsel
shall state in the disclosure letter that they have participated in conferences with officers and other representatives of the Company,
representatives of and counsel to the Underwriters and representatives of the independent public accountants for the Company at which
conferences the contents of the Prospectus, the Registration Statement and the Disclosure Package and related matters were discussed,
and that given the limitations inherent in the role of outside counsel and the character of determinations involved in the preparation
of such documents, such counsel are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of
the statements contained in the Registration Statement, the Disclosure Package or the Prospectus and have made no independent check or
verification thereof (except as otherwise indicated in such letter). Such counsel shall further state that, on the basis of the foregoing,
no facts have come to their attention that lead them to believe that the Registration Statement, as of the date of the Underwriting Agreement,
or any subsequent amendment thereto, at the time such amendment became effective, contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, that the Prospectus,
as of its date or as of the Closing Time, contained or contains an untrue statement of a material fact or omitted or omits to state a
material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading
or the Disclosure Package, taken together as a whole, as of the Applicable Time, contained an untrue statement of a material fact or omitted
to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading (it being understood that such counsel express no comment with respect to the Form T-1, the financial statements, including
the schedules and notes thereto, or any other financial or statistical data set forth, incorporated by reference or referred to in, or
omitted from, the Registration Statement, the Prospectus or the Disclosure Package or the information contained in the Registration Statement
under the caption “Certain Terms of the Notes—Book-Entry Only Issuance—The Depository Trust Company”).
(d) Officers’
Certificate. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which
information is given in the Prospectus or the Disclosure Package, any material adverse change in the condition, financial or
otherwise, or in the earnings, business affairs or business prospects of the Company and its consolidated subsidiaries, considered
as one enterprise, whether or not arising in the ordinary course of business, from that set forth in the Prospectus and the
Disclosure Package (a “Material Adverse Change”), and the Representatives shall have received a certificate of
the President or a Vice President of the Company and of the chief financial officer, chief accounting officer or treasurer of the
Company, dated as of Closing Time, to the effect that (i) there has been no such Material Adverse Change, (ii) the
representations and warranties in Section 1(a) hereof are true and correct in all material respects, with the same force and effect
as though expressly made at and as of Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions
on its part to be performed or satisfied at or prior to Closing Time, and (iv) no stop order suspending the effectiveness of
the Registration Statement has been issued and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act
against the Company or related to the offering have been instituted or are pending or are, to the knowledge of such officers,
contemplated by the Commission.
(e) Accountant’s
Comfort Letter. At the time this Agreement is executed and delivered by the parties hereto, the Representatives shall have
received a letter dated the date hereof from the Company’s independent public accountants for the periods covered by their
respective reports included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the
Prospectus (and the applicable interim periods), in form and substance satisfactory to the Representatives and to counsel for the
Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters and addressed to the
Underwriters containing statements and information of the type ordinarily included in accountants’ “comfort
letters” to underwriters with respect to the financial statements and certain financial information contained in the
Registration Statement, the Preliminary Prospectus and the Prospectus.
(f) Bring-Down Comfort
Letter. At Closing Time, the Representatives shall have received from the Company’s independent public accountants
referred to in subsection (e) of this Section, a letter dated as of the Closing Time, together with signed or reproduced copies
of such letter for each of the other Underwriters and addressed to the Underwriters, to the effect that they reaffirm the statements
made in the letter furnished pursuant to subsection (e) of this Section, except that the specified date referred to shall be a
date not more than three business days prior to Closing Time.
(g) Maintenance of
Rating. At Closing Time, the Securities shall be rated by each of Moody’s Investors Service, Inc.
(“Moody’s”), S&P Global Ratings, a division of S&P Global Inc. (“S&P”) and
Fitch Ratings, Inc. (“Fitch”), as set forth in the Issuer Free Writing Prospectus identified in Schedule B
hereto. Since the Applicable Time, (i) there shall not have occurred a downgrading in the rating assigned to the Securities or any
of the Company’s other debt securities by Moody’s, S&P or Fitch, and (ii) no such organization shall have publicly
announced that it has under surveillance or review, with possible negative implications, its rating of the Securities or any of the
Company’s other debt securities.
(h) Additional
Documents. At Closing Time, counsel for the Underwriters shall have been furnished with such documents and opinions as they
reasonably may require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated,
or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions,
herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Securities as herein
contemplated shall be satisfactory in form and substance to the Representatives and counsel for the Underwriters.
(i) Termination of
Agreement. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this
Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to Closing Time and such
termination shall be without liability of any party to any other party except as provided in Section 4 and except that
Sections 6 and 7 shall survive any such termination and remain in full force and effect.
SECTION 6. Indemnification.
(a) Indemnification of
Underwriters. The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:
(i) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged
omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or
arising out of any untrue statement or alleged untrue statement of a material fact included in any Preliminary Prospectus, the
Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto), or the omission
or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;
(ii)
against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid
in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of
any claim whatsoever based upon any such untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement
is effected with the written consent of the Company; and
(iii)
against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Representatives),
reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental
agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, to the extent that
any such expense is not paid under (i) or (ii) above;
provided, however, that this indemnity
agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission
or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by any
Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or any Preliminary
Prospectus, the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto); and provided, further,
that the indemnity agreement in this paragraph (a) with respect to the Preliminary Prospectus and other information included in the
Disclosure Package shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages or
other liabilities purchased Securities, or any person controlling such Underwriter, to the extent that (i) prior to the Applicable
Time the Company shall have notified such Underwriter that the Preliminary Prospectus or other information included in the Disclosure
Package contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order
to make the statements therein not misleading, (ii) such untrue statement or omission of a material fact was corrected in an amended
or supplemented Preliminary Prospectus or, where permitted by law, an Issuer Free Writing Prospectus and such corrected Preliminary Prospectus
or Issuer Free Writing Prospectus was provided to such Underwriter and filed with the Commission far enough in advance of the Applicable
Time so that such corrected Preliminary Prospectus or Issuer Free Writing Prospectus could have been conveyed to such person prior to
the Applicable Time, (iii) such corrected Preliminary Prospectus or Issuer Free Writing Prospectus (excluding any document then incorporated
or deemed incorporated therein by reference) was not conveyed to such person at or prior to the Applicable Time, and (iv) such loss,
claim, damage or liability would not have occurred had the corrected Preliminary Prospectus or Issuer Free Writing Prospectus (excluding
any document then incorporated or deemed incorporated therein by reference) been conveyed to such person prior to the Applicable Time.
This indemnity agreement will be in addition to any liability which the Company may otherwise have.
(b) Indemnification of
Company, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company,
its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage
and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue
statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, or any amendment thereto, or
any Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus (or any amendment or
supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through
the Representatives expressly for use in the Registration Statement (or any amendment thereto) or such Preliminary Prospectus, the
Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto).
(c) Actions Against
Parties; Notification. Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of
any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this
Section 6, notify the indemnifying party in writing within a reasonable period of time of the commencement thereof; but the omission
so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than
under this Section 6. In case any such action is brought against any indemnified party, and it notifies the indemnifying party
of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by
written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to
assume the defense thereof, with counsel satisfactory to such indemnified party; provided, however, that if the defendants
(including impleaded parties) in any such action include both the indemnified party and the indemnifying party and the indemnified
party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to
those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to
assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of
such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party
under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the
defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal
defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party
shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing the indemnified
parties), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has
authorized the employment of counsel for the indemnified party at the expense of the indemnifying party.
(d) Settlement Without
Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the
nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more
than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have
received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and
(iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the
date of such settlement. An indemnifying party will not, without the prior written consent of the applicable indemnified parties,
which consent shall not be unreasonably withheld or delayed, settle or compromise or consent to the entry of any judgment with
respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be
sought hereunder (whether or not the indemnified parties are actual parties to such claim or action or have been threatened to
become parties to such claim or action) unless such settlement, compromise or consent (x) includes an unconditional release of each
indemnified party from all liability arising out of such claim, action, suit or proceeding; and (y) does not include a statement as
to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.
SECTION 7. Contribution.
If the indemnification provided for in Section 6 hereof is for any reason unavailable to or insufficient to hold harmless an
indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying
party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such
indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the Underwriters on the other hand from the offering of the Securities pursuant to this Agreement or
(ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand
and of the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, liabilities,
claims, damages or expenses, as well as any other relevant equitable considerations.
The relative benefits received
by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Securities pursuant to this
Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant
to this Agreement (before deducting expenses) received by the Company and the total underwriting discount received by the Underwriters,
in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price of the Securities as set
forth on such cover.
The relative fault of the
Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether any such
untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information
supplied by the Company or by an Underwriter in writing through the Representatives and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission.
The Company and the Underwriters
agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even
if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 7. The aggregate amount of losses, liabilities, claims, damages and expenses
incurred by an indemnified party and referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding
by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement
or omission or alleged omission.
Notwithstanding the provisions
of this Section 7, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at
which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which
such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission.
No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.
For purposes of this Section 7,
each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934
Act shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who
signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Underwriters’ respective obligations
to contribute pursuant to this Section 7 are several in proportion to the principal amount of Securities set forth opposite their
respective names in Schedule A hereto and not joint.
SECTION 8. Representations,
Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or in certificates
of officers of the Company submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation
made by or on behalf of any Underwriter or controlling person, or by or on behalf of the Company, and shall survive delivery of the Securities
to the Underwriters.
SECTION 9. Termination
of Agreement.
(a) Termination;
General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time
(i) if there has been any Material Adverse Change, or (ii) if there has occurred any material adverse change in the
financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or
other calamity or crisis (including any terrorist activity), the effect of which is such as to make it, in the judgment of the
Representatives, impracticable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if
trading in any securities of the Company has been suspended or materially limited by the Commission or the New York Stock Exchange,
or if trading generally on the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited
(other than to provide for an orderly market), or minimum or maximum prices for trading have been fixed, or maximum ranges for
prices have been required, by any of said exchanges or by such system or by order of the Commission, the Financial Industry
Regulatory Authority, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either
Federal or New York authorities or a material disruption in commercial banking or securities settlement or clearance services shall
have occurred.
(b) Liabilities. If
this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party
except as provided in Section 4 hereof; and provided further that Sections 6 and 7 shall survive such termination and
remain in full force and effect.
SECTION 10. Default by
One or More of the Underwriters. If one or more of the Underwriters shall fail at Closing Time to purchase the Securities which it
or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have
the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters
reasonably acceptable to the Company, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as
may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within
such 24-hour period, then:
(a)
if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities
to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full
amount thereof in the proportion that its respective underwriting obligation hereunder bears to the underwriting obligations of all non-defaulting
Underwriters, or
(b)
if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to
be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter.
No action taken pursuant to
this Section shall relieve any defaulting Underwriter from liability in respect of its default.
In the event of any such default
which does not result in a termination of this Agreement either (i) the Representatives or (ii) the Company shall have the right
to postpone Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or
Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person
substituted for an Underwriter under this Section 10.
SECTION 11. Notices.
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted
by any standard form of telecommunication. Notices to the Underwriters shall be directed to: BMO Capital Markets Corp., 151 West 42nd
Street, New York, New York 10036, Attention: Legal Department, Fax No.: (212) 702-1205; BofA Securities, Inc., 114 West 47th Street NY8-114-07-01,
New York, New York 10036, Attention: High Grade Debt Capital Markets Transaction Management/Legal, Fax No.: (212) 901-7881, E-mail: dg.hg_ua_notices@bofa.com;
PNC Capital Markets LLC, 300 Fifth Avenue, 10th Floor, Pittsburgh, Pennsylvania 15222, Attention: Debt Capital Markets, Fixed Income Transaction
Execution, Fax No. (412) 762-2760 and Scotia Capital (USA) Inc., 250 Vesey Street, New York, New York 10281, Attention: Debt Capital Markets,
U.S., E-mail: US.legal@scotiabank.com and TAG@scotiabank.com.
SECTION 12. Parties.
This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company and their respective successors. Nothing
expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters,
the Company and their respective successors and the controlling persons and officers and directors referred to in Sections 6 and
7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any
provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit
of the Underwriters, the Company and their respective successors, and said controlling persons and officers and directors and their heirs
and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter
shall be deemed to be a successor by reason merely of such purchase.
SECTION 13. Governing Law
and Time. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Except as otherwise
set forth herein, specified times of day refer to New York City time.
SECTION 14. Effect of Headings.
The Section headings herein are for convenience only and shall not affect the construction hereof.
SECTION 15. Counterparts;
Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
The words “execution,”
“signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement or any
document to be signed in connection with this Agreement shall be deemed to include electronic signatures, electronic deliveries or the
keeping of records in electronic form, each of which shall be of the same legal effect, validity and enforceability as a manually executed
signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent
to conduct the transactions contemplated hereunder by electronic means.
SECTION 16. Recognition
of the U.S. Special Resolution Regimes.
(a)
In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime,
the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to
the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and
obligation, were governed by the laws of the United States or a state of the United States.
(b)
In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding
under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted
to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement
were governed by the laws of the United States or a state of the United States.
(c)
For purposes of this Section 16, (i) the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate”
in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) the term “Covered Entity” means any of the
following: (1) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(2) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (3) a “covered
FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) the term “Default Right”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as
applicable; and (iv) the term “U.S Special Resolution Regime” means each of (1) the Federal Deposit Insurance Act and the
regulations promulgated thereunder and (2) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations
promulgated thereunder.
SECTION 17. Nature of
Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters
have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters
owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ
from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters
arising from an alleged breach of fiduciary duty in connection with the offering of the Securities.
If the foregoing is in accordance
with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your
acceptance shall represent a binding agreement between the Company and the Underwriters.
| Very truly yours, |
| | |
| WEC ENERGY GROUP, INC. |
| | |
| By: | /s/Anthony
Reese |
| Name: Anthony Reese |
| Title: Vice President and Treasurer |
The foregoing Agreement is hereby confirmed and
accepted as of the date first above written.
BMO Capital Markets Corp. | |
| | |
By: | /s/ Mark Spadaccini | |
Name: Mark Spadaccini | |
Title: Managing Director | |
BofA SECURITIES, INC. | |
| | |
By: | /s/ Tom Croft | |
Name: Tom Croft | |
Title: Managing Director | |
PNC Capital Markets LLC | |
| | |
By: | /s/ Valerie Shadeck | |
Name: Valerie Shadeck | |
Title: Managing Director | |
SCOTIA CAPITAL (USA) INC. | |
| | |
By: | /s/ Michael Ravanesi | |
Name: Michael Ravanesi | |
Title: Managing Director & Head of U.S. Debt Origination | |
For themselves and the other Underwriters named in Schedule A
to the foregoing Agreement.
SCHEDULE A
WEC ENERGY GROUP, INC.
Debt Securities
Underwriter | |
Aggregate Principal Amount of
Senior Notes
due September 12, 2026 | |
BMO Capital Markets Corp. | |
$ | 132,000,000 | |
BofA Securities, Inc. | |
| 132,000,000 | |
PNC Capital Markets LLC | |
| 132,000,000 | |
Scotia Capital (USA) Inc. | |
| 132,000,000 | |
Comerica Securities, Inc. | |
| 42,000,000 | |
Independence Point Securities LLC | |
| 30,000,000 | |
Total | |
$ | 600,000,000 | |
| Representatives: | BMO Capital Markets Corp., BofA Securities, Inc., PNC Capital Markets LLC and Scotia Capital (USA) Inc. |
Proceeds to issuer (before offering expenses and after the underwriting discount): |
$597,804,000 |
SCHEDULE B
ISSUER FREE WRITING
PROSPECTUSES
1. Pricing
Term Sheet dated September 5, 2023.
SCHEDULE C
WEC ENERGY GROUP, INC.
List
of Significant Subsidiaries as of December 31, 2022
ATC Holding LLC
Wisconsin Electric Power Company
Integrys Holding, Inc.
Wisconsin Public Service Corporation
The Peoples Gas Light and Coke Company
Exhibit A-1
FORM OF OPINION AND
DISCLOSURE LETTER OF COMPANY’S COUNSEL
TO BE DELIVERED PURSUANT TO
SECTION 5(b)
Capitalized terms used herein
shall have the same definitions as set forth in the underwriting agreement (the “Underwriting Agreement”) to which
this Exhibit A-1 is attached.
(i) The Securities and the
Indenture conform as to legal matters in all material respects to the descriptions thereof contained in the Disclosure Package and the
Prospectus.
(ii) The Indenture has been
duly qualified under the Trust Indenture Act of 1939, as amended
(iii) The Registration
Statement became effective under the 1933 Act upon filing with the Commission; any required filing of the Prospectus pursuant to
Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and, we confirm to you, based
solely on our review of the Commission’s “Stop Order” web page (https://www.sec.gov/litigation/stoporders.shtml),
that (a) no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and, to our
knowledge (b) no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to
the offering have been instituted or are pending or threatened by the Commission.
(iv) The Company is not an
“investment company” or an entity “controlled” by an “investment company,” as such terms are defined
in the 1940 Act.
(v) We have participated
in conferences with officers and other representatives of the Company, representatives of and counsel to the Underwriters and
representatives of the independent public accountants for the Company at which conferences the contents of the Prospectus, the
Registration Statement and the Disclosure Package and related matters were discussed. Given the limitations inherent in the role of
outside counsel and the character of determinations involved in the preparation of such documents, we are not passing upon and do
not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement,
Disclosure Package or the Prospectus and have made no independent check or verification thereof (except as indicated in paragraph
(i) above). On the basis of the foregoing, no facts have come to our attention that lead us to believe that the Registration
Statement, as of the date of the Underwriting Agreement, or any subsequent amendment thereto, at the time such amendment became
effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, that the Prospectus contained, as of its date, or contains, as of the date
hereof, an untrue statement of a material fact or omitted, as of its date, or omits, as of the date hereof, to state a material fact
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or
that the Disclosure Package, taken together as a whole, as of the Applicable Time, contained an untrue statement of a material fact
or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading (it being understood that we have not been asked to comment and express no opinion or belief with
respect to the Form T-1, the financial statements, including the schedules and notes thereto, or any other financial or statistical
data set forth, incorporated by reference or referred to in, or omitted from, the Registration Statement, the Prospectus or the
Disclosure Package or the information contained in the Registration Statement under the caption “Certain Terms of the
Notes—Book-Entry Only Issuance—The Depository Trust Company”).
On the basis of the foregoing,
the Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date,
and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of
the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective
dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the
1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express
no opinion as to the financial statements or other financial or statistical data contained, incorporated by reference or referred to in
(or omitted from) the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement
or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption
“Certain Terms of the Notes—Book Entry Only Issuance—The Depository Trust Company.”
In rendering such opinion,
such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible
officers of the Company, representatives of the Trustee and public officials. In giving such opinion such counsel may rely, as to all
matters governed by the laws of jurisdictions other than the federal law of the United States, upon the opinions of counsel satisfactory
to the Representatives. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any
treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the
ABA Section of Business Law (1991).
For purposes of such opinion,
“Exchange Act Documents” shall mean the Company’s Annual Report on Form 10-K for the year ended December 31, 2022,
the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023 and the Company’s Current
Reports on Form 8-K filed with the Commission on January 6, 2023, January 11, 2023, January 20, 2023, April 6, 2023 and May 9, 2023.
Exhibit A-2
FORM OF OPINION AND
DISCLOSURE LETTER OF COMPANY’S COUNSEL
TO BE DELIVERED PURSUANT TO
SECTION 5(b)
Capitalized terms used herein
shall have the same definitions as set forth in the underwriting agreement (the “Underwriting Agreement”) to which
this Exhibit A-2 is attached.
(i) The Company has been
duly incorporated and is validly existing as a corporation in active status under the laws of the State of Wisconsin.
(ii) The Company has
corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure
Package and the Prospectus and to enter into and perform its obligations under the Underwriting Agreement.
(iii) Each
Subsidiary set forth on Schedule C to the Underwriting Agreement has been duly incorporated and is validly existing as a corporation
or limited liability company in active status under the laws of the jurisdiction of its incorporation or formation, and has corporate
or limited liability company authority to own, lease and operate its properties and to conduct its business as described in the Disclosure
Package and the Prospectus; except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, all
of the issued and outstanding capital stock or membership interests, as the case may be, of each Subsidiary has been duly authorized and
validly issued, and, in the case of capital stock, is fully paid and non-assessable and, to the best of my knowledge, except for the outstanding
shares of preferred stock of Wisconsin Electric Power Company or as otherwise set forth on Schedule C, is owned by the Company,
directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; to the
best of my knowledge, none of the outstanding shares of capital stock or membership interests, as the case may be, of any Subsidiary was
issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary.
(iv) The Underwriting
Agreement has been duly authorized, executed and delivered by the Company.
(v) The Indenture has
been duly authorized, executed and delivered by the Company, and (assuming the due authorization, execution and delivery thereof by
the Trustee) constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms,
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.
(vi) The
Securities are in the form contemplated by the Indenture, have been duly authorized by the Company and, assuming that the Securities have
been duly authenticated by the Trustee in the manner described in its certificate delivered to you today (which fact the Underwriting
Agreement provides I need not determine by an inspection of the Securities), the Securities have been duly executed, issued and delivered
by the Company and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms,
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 (regardless of whether enforcement is considered in a proceeding
in equity or at law) and an implied covenant of good faith and fair dealing, and are entitled to the benefits of the Indenture.
(vii) To
the best of my knowledge, there are no statutes or regulations that are required to be described in the Disclosure Package or the Prospectus
that are not described as required.
(viii) All descriptions
in the Registration Statement of written contracts and other documents to which the Company or its Subsidiaries are a party are
accurate in all material respects; to the best of my knowledge, there are no franchises, contracts, indentures, mortgages, loan
agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement or to be filed
as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto, and
the descriptions thereof or references thereto are correct in all material respects.
(ix) To the best of my
knowledge, neither the Company nor any Subsidiary is in violation of its charter or by-laws and no default by the Company or any
Subsidiary exists in the due performance or observance of any obligation, agreement, covenant or condition contained in any
contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument that is described or referred to in the
Registration Statement, the Disclosure Package or the Prospectus or filed or incorporated by reference as an exhibit to the
Registration Statement, except for any such default that would not have a Material Adverse Effect.
(x) To the best of my
knowledge, no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court
or governmental authority or agency (other than under the 1933 Act and the 1933 Act Regulations and the 1939 Act, which have been
obtained or made, or as may be required under the securities or blue sky laws of the various states, as to which I express no
opinion) is necessary or required in connection with the due authorization, execution and delivery of the Underwriting Agreement or
for the offering, issuance, sale or delivery of the Securities.
(xi) The execution,
delivery and performance by the Company of the Underwriting Agreement, the Indenture and the Securities and the consummation of the
transactions contemplated in the Underwriting Agreement and in the Registration Statement, the Disclosure Package and the Prospectus
(including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the
Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its
obligations under the Underwriting Agreement, the Indenture and the Securities do not and will not, whether with or without the
giving of notice or lapse of time or both, conflict with or constitute a breach of or default or similar event under, or result in
the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant
to, any written contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or any other agreement or
instrument, known to me, to which the Company or any Subsidiary is a party or by which it or any of them may be bound, or to which
any of the property or assets of the Company or any Subsidiary is subject (except for such conflicts, breaches, defaults or similar
events or liens, charges or encumbrances that would not have a Material Adverse Effect); nor will such action result in any
violation of the provisions of the charter or by-laws of the Company, or any applicable law, statute, rule, regulation, judgment,
order, writ or decree, known to me, of any government, government instrumentality or court, domestic or foreign, having jurisdiction
over the Company or any of its properties, assets or operations.
(xii) The
Securities and the Indenture conform as to legal matters in all material respects to the descriptions thereof contained in the Disclosure
Package and the Prospectus.
I, or members of my staff,
have participated in conferences with officers and other representatives of the Company, counsel to and representatives of the Underwriters
and representatives of the independent public accountants for the Company at which conferences the contents of the Prospectus, the Registration
Statement and the Disclosure Package and related matters were discussed. Given the character of determinations involved in the preparation
of such documents, I am not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements
contained in the Registration Statement, the Disclosure Package or the Prospectus and have made no independent check or verification thereof
(except as otherwise indicated above). On the basis of the foregoing, no facts have come to my attention that lead me to believe that
the Registration Statement, as of the date of the Underwriting Agreement, or any subsequent amendment thereto, at the time such amendment
became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, that the Prospectus contained, as of its date, or contains, as of the date hereof,
an untrue statement of a material fact or omitted, as of its date, or omits, as of the date hereof, to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Disclosure
Package, taken together as a whole, as of the Applicable Time, contained an untrue statement of a material fact or omitted to state a
material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading
(it being understood that I have not been asked to comment and express no opinion or belief with respect to the Form T-1, the financial
statements, including the schedules and notes thereto, or any other financial or statistical data set forth, incorporated by reference
or referred to in, or omitted from, the Registration Statement, the Prospectus or the Disclosure Package or the information contained
in the Registration Statement under the caption “Certain Terms of the Notes—Book-Entry Only Issuance—The Depository
Trust Company”).
In rendering such opinion,
such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent such counsel deems proper, on certificates
of responsible officers of the Company, representatives of the Trustee and public officials. In giving such opinion such counsel may rely,
as to all matters governed by the laws of jurisdictions other than the law of the State of Wisconsin and the federal law of the United
States, upon the opinions of counsel satisfactory to the Representatives. Such opinion shall not state that it is to be governed or qualified
by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without
limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).
Exhibit 4.1
Closing Document No. 3(f)
CERTIFIED COPY
OF
SECURITIES RESOLUTION NO. 15
OF
WEC ENERGY GROUP, INC.
I, Margaret C. Kelsey, Executive Vice President,
Corporate Secretary and General Counsel of WEC ENERGY GROUP, INC. (the “Company”), do hereby certify that the attached is
a true and correct copy of Securities Resolution No. 15 under the Indenture dated as of March 15, 1999 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, which has been duly adopted by
the Vice President and Treasurer of the Company pursuant to authorization delegated to him by the Board of Directors of the Company at
a meeting duly called and held on December 1, 2022; that a quorum of said Board was present at said meeting and voted throughout; and
I do further certify that said resolutions have not been rescinded and remain in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed the corporate seal of said WEC ENERGY GROUP, INC. this 12th day of September 2023.
| | /s/ Margaret
C. Kelsey |
| | Margaret C. Kelsey |
| | Executive Vice President, Corporate Secretary and General
Counsel |
(CORPORATE SEAL)
5.60% Senior
Notes due January 9, 2026
SECURITIES RESOLUTION NO. 15
OF
WEC ENERGY GROUP, INC.
The actions described below are taken by the Board
(as defined in the Indenture referred to below) of WEC ENERGY GROUP, INC. (the “Company”), or by an Officer or committee of
Officers pursuant to Board delegation, pursuant to resolutions adopted by the Board of Directors of the Company as of December 1, 2022
and Section 2.01 of the Indenture dated as of March 15, 1999 (the “Indenture”) 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. Terms used herein and not defined have the
same meaning as in the Indenture.
RESOLVED, that a new series
of Securities is authorized as follows:
| 1. | The
title of the series is 5.60% Senior Notes due September 12, 2026 (“Notes”). |
| | |
| 2. | The
form of the Notes shall be substantially in the form of Exhibit 1 hereto. |
| | |
| 3. | The
Notes shall have the terms set forth in Exhibit 1. |
| | |
| 4. | The
Notes shall have such other terms as are set forth in Exhibit 2 hereto. |
| | |
| 5. | The Notes shall be sold to the underwriter(s) named in the Prospectus Supplement dated September 5, 2023,
on the following terms: |
| | |
| | Aggregate Principal
Amount: $600,000,000 |
| | Price to Public:
99.984% |
| | Underwriting Discount:
0.350% |
| | Closing Date: September
12, 2023 |
This Securities Resolution shall be effective
as of September 5, 2023.
EXHIBIT 1
WEC ENERGY GROUP, INC.
5.60% Senior Notes due September 12, 2026
CUSIP Number: 92939UAM8
WEC ENERGY GROUP, INC.
promises to pay to
________________________________________________________ or registered assigns
the principal sum of
_______________________________________________________Dollars on September 12, 2026
Interest Payment Dates: | March 12 and September12 | |
Record Dates: | February 26 and August 29 | |
Dated: | | |
| | |
WEC ENERGY GROUP, INC. | | |
| | |
by | | |
| | |
| | |
| | |
[Title of Authorized Officer] | | |
| | |
| | |
(CORPORATE SEAL) | | |
| | |
| | |
| | |
[Assistant] Secretary | | |
Authenticated: | | |
| | |
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., | | |
Registrar, by | | |
| | |
| | |
Authorized Signature | | |
| | |
Dated: | | |
WEC ENERGY GROUP, INC.
5.60% Senior Notes due September 12, 2026
WEC Energy Group, Inc. (the “Company”),
a Wisconsin corporation, promises to pay interest on the principal amount of this Security at the rate per annum shown above. The Company
will pay interest semiannually on March 12 and September 12 of each year commencing March 12, 2024. Interest on the Securities (as defined
in Section 4) will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from September 12,
2023. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
The Company will pay interest on the
Securities to the persons who are registered holders of Securities at the close of business on the record date for the next interest payment
date, except as otherwise provided in the Indenture. Holders must surrender Securities to a Paying Agent to collect principal payments.
The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public
and private debts. The Company may pay principal and interest by check payable in such money. It may mail an interest check to a holder’s
registered address.
Initially, The Bank of New York Mellon
Trust Company, N.A. will act as Paying Agent, Transfer Agent and Registrar. The Company may change any Paying Agent or Transfer Agent
without notice. The Company or any Affiliate may act in any such capacity. Subject to certain conditions, the Company may change the Trustee.
The Company issued the securities of
this series (the “Securities”) under an Indenture dated as of March 15, 1999 (the “Indenture”) between the Company
and The Bank of New York Mellon Trust Company, N.A. (as successor to The First National Bank of Chicago) (the “Trustee”).
The terms of the Securities include those stated in the Indenture and in the Securities Resolution establishing the Securities and those
made part of the Indenture by the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb). Securityholders are referred to the
Indenture, the Securities Resolution and such Act for a statement of such terms.
Prior to August
12, 2026 (the “Par Call Date”), the Company may redeem the Securities at its option, in whole or in part, at any time and
from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to
the greater of:
| · | (1) (a) the sum of the present values of the
remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Securities matured on the
Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis
points, less (b) interest accrued to, but not including, the date of redemption; and |
| · | (2) 100% of the principal amount of the Securities
to be redeemed, |
plus, in either
case, accrued and unpaid interest thereon to, but not including, the redemption date.
On or after
the Par Call Date, the Company may redeem the Securities, in whole or in part, at any time and from time to time, at a redemption price
equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest thereon to, but not including,
the redemption date.
“Treasury
Rate” means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.
The Treasury
Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities
are posted each business day by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption
date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release
published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or
any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant
maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the
Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption
date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal
to the Remaining Life, the two yields—one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than
and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life—and shall interpolate
to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal
places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the
single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant
maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable,
of such Treasury constant maturity from the redemption date.
If on the third
business day preceding the redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the
rate per annum equal to the semiannual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding
such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as
applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury
securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with
a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding
the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States
Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States
Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices
for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the
terms of this paragraph, the semiannual yield to maturity of the applicable United States Treasury security shall be based upon the average
of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury
security, and rounded to three decimal places.
The Company’s actions and determinations
in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
The Company will send a notice of any
redemption at least 30 days, but not more than 60 days, before the redemption date to each Securityholder of the Securities to be redeemed.
Procedures for the redemption of the
Securities will be governed by Article 3 of the Indenture.
| 6. | Denominations, Transfer, Exchange. |
The Securities are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The transfer of Securities may be registered and Securities
may be exchanged as provided in the Indenture. The Transfer Agent may require a holder, among other things, to furnish appropriate endorsements
and transfer documents and to pay any taxes and fees required by law or the Indenture. The Transfer Agent need not exchange or register
the transfer of any Security or portion of a Security selected for redemption. Also, it need not exchange or register the transfer of
any Securities for a period of 15 days before a selection of Securities to be redeemed.
The registered holder of a
Security may be treated as its owner for all purposes.
| 8. | Amendments and Waivers. |
Subject to certain exceptions, the Indenture
or the Securities may be amended with the consent of the holders of a majority in principal amount of the securities of all series affected
by the amendment. Subject to certain exceptions, a default on a series may be waived with the consent of the holders of a majority in
principal amount of the series.
Without the consent of any Securityholder,
the Indenture or the Securities may be amended, among other things, to cure any ambiguity, omission, defect or inconsistency; to provide
for assumption of Company obligations to Securityholders; or to make any change that does not materially adversely affect the rights of
any Securityholder.
The Securities are unsecured general
obligations of the Company initially limited to $600,000,000 principal amount. The Company may from time to time without notice to, or
the consent of, the holders of the Securities, create and issue further securities of the same series, equal in rank to the Securities
in all respects (or in all respects except for the payment of interest accruing prior to the issue date of the new securities or, if applicable,
the first payment of interest following the issue date of the new securities) so that the new securities may be consolidated and form
a single series with the Securities and have the same terms as to status, redemption or otherwise as the Securities. The Indenture does
not limit other unsecured debt.
In addition to the restrictions on the
Securities contained in the Indenture, the Securities will be subject to the following additional restrictive covenant:
Limitation upon Liens on
Stock of Certain Subsidiaries
For so long as any Securities remain
outstanding, the Company will not create or incur or allow any of its subsidiaries to create or incur any pledge or security interest
on any of the capital stock of Wisconsin Electric Power Company (“Wisconsin Electric”) or Wisconsin Gas LLC (“Wisconsin
Gas”) held by the Company or one of the Company’s subsidiaries on the issue date of the Securities.
When a successor assumes all the obligations
of the Company under the Securities and the Indenture, the Company will be released from those obligations.
| 11. | Defeasance Prior to Redemption or Maturity |
Subject to certain conditions, the Company
at any time may terminate some or all of its obligations under the Securities and the Indenture if the Company deposits with the Trustee
money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity. U.S. Government
Obligations are securities backed by the full faith and credit of the United States of America which are not callable at the issuer’s
option or certificates representing an ownership interest in such Obligations.
| 12. | Defaults and Remedies. |
An Event of Default includes: default
for 60 days in payment of interest on the Securities; default in payment of principal on the Securities; default for 60 days in the payment
of any sinking fund obligation; default by the Company for a specified period after notice to it in the performance of any of its other
agreements applicable to the Securities; certain events of bankruptcy or insolvency; and any other Event of Default provided for in the
series. If an Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the Securities
may declare the principal of all the Securities to be due and payable immediately.
In addition, an Event of Default under
the Securities shall also include a failure to pay when due principal, interest or premium in an aggregate amount of $25 million or more
with respect to any Indebtedness (as defined below) of the Company, Wisconsin Electric or Wisconsin Gas, or the acceleration of any such
Indebtedness aggregating $25 million or more which default is not cured, waived or postponed pursuant to an agreement with the holders
of the Indebtedness within 60 days after written notice as provided in the Indenture, or the acceleration is not rescinded or annulled
within 30 days after written notice as provided in the Indenture. As used herein, “Indebtedness” means the following obligations
of the Company, Wisconsin Electric and Wisconsin Gas (and specifically excludes obligations of the Company’s other subsidiaries
and intercompany obligations): (a) all obligations for borrowed money, (b) all obligations evidenced by bonds, debentures, notes or similar
instruments, or upon which interest payments are customarily made, (c) all obligations under conditional sale or other title retention
agreements relating to property purchased to the extent of the value of such property (other than customary reservations or retentions
of title under agreements with suppliers entered into in the ordinary course of business), and (d) all obligations, other than intercompany
items, issued or assumed as the deferred purchase price of property or services purchased which would appear as liabilities on a balance
sheet of the Company, Wisconsin Electric or Wisconsin Gas.
Securityholders may not enforce the
Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces
the Indenture or the Securities. Subject to certain limitations, holders of a majority in principal amount of the Securities may direct
the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing default (except
a default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish
an annual compliance certificate to the Trustee.
| 13. | Trustee Dealings with Company. |
The Bank of New York Mellon Trust Company,
N.A., the Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with those persons, as if it were not Trustee.
| 14. | No Recourse Against Others. |
A director, officer, employee or stockholder,
as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their creation. Each Securityholder by accepting a Security waives and
releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.
This Security shall not be
valid until authenticated by a manual signature of the Registrar.
Customary abbreviations may be used
in the name of a Securityholder or an assignee, such as: TEN COM (=tenants in common), TEN ENT (=tenants by the entirety), JT TEN (=joint
tenants with right of survivorship and not as tenants in common), CUST (=custodian), U/G/M/A (=Uniform Gifts to Minors Act), and U/T/M/A
(=Uniform Transfers to Minors Act).
The Company will furnish to any Securityholder
upon written request and without charge a copy of the Indenture and the Securities Resolution, which contains the text of this Security
in larger type. Requests may be made to: Corporate Secretary, WEC Energy Group, Inc., 231 West Michigan Street, P.O. Box 1331, Milwaukee,
WI 53201.
EXHIBIT 2
WEC ENERGY GROUP, INC.
5.60% Senior Notes due September 12, 2026
Supplemental Terms
In addition to the terms set
forth in Exhibit 1 to Securities Resolution No. 15, the Notes shall have the following terms:
Section 1. Definitions.
Capitalized terms used and not defined herein shall have the meaning given such terms in the Indenture. The following is an additional
definition applicable to the Notes:
“Depositary” means,
with respect to the Notes issued as one or more global Securities, The Depository Trust Company, New York, New York, or any successor
thereto registered under the Securities Exchange Act of 1934 or other applicable statute or regulation.
Section 2. Securities Issuable
as Global Securities.
(a) The
Notes shall be issued in the form of one or more permanent global Securities and shall, except as otherwise provided in this Section 2,
be registered only in the name of the Depositary or its nominee. Each global Security shall bear a legend substantially to the following
effect:
“Unless this certificate is presented
by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Company or its agent
for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as
is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.”
(b) If
at any time (i) the Depositary for the Notes notifies the Company that it is unwilling or unable to continue as Depositary for such global
Security or (ii) the Depositary for the Notes shall no longer be eligible or in good standing under the Securities Exchange Act of 1934
or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such global Security. If a
successor Depositary for such global Security is not appointed by the Company within 90 days after the Company receives such notice or
becomes aware of such ineligibility, the Transfer Agent shall register the exchange of such global Security for an equal principal amount
of Registered Securities in the manner provided in Section 2.07 of the Indenture.
(c) The
Transfer Agent shall register the transfer or exchange of a global Security for Registered Securities pursuant to Section 2.07 of the
Indenture if (i) a Default or Event of Default shall have occurred and be continuing with respect to the Notes, or (ii) the Company determines
that the Notes shall no longer be represented by global Securities.
(d) In
any exchange provided for in the preceding paragraphs (b) or (c), the Company will execute and the Registrar will authenticate and deliver
Registered Securities. Registered Securities issued in exchange for a global Security shall be in such names and denominations as the
Depositary for such global Security shall instruct the Registrar. The Registrar shall deliver such Registered Securities to the persons
in whose names such Securities are so registered.
(e) The
Notes will trade in the Depositary’s Same-Day Funds Settlement System. All payments of principal and interest on global Securities
will be made by the Company in immediately available funds.
Exhibit 5.1
September 12, 2023
WEC Energy Group, Inc.
231 West Michigan Street
Milwaukee, WI 53203
Ladies and Gentlemen:
As Vice President and Deputy General Counsel of
WEC Business Services LLC, I am providing this opinion in connection with (a) the registration under the Securities Act of 1933, as amended
(the “Securities Act”), pursuant to the Registration Statement on Form S-3 (File No. 333-260807) of WEC Energy Group,
Inc., a Wisconsin corporation (the “Company”), which became effective upon filing on November 5, 2021 (the “Registration
Statement”), of the Company’s debt securities and (b) the authorization and issuance by the Company of $600,000,000 aggregate
principal amount of the Company’s 5.60% Senior Notes due September 12, 2026 (the “Notes”), under an Indenture, dated
as of March 15, 1999 (the “Indenture”), 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 “Trustee”), and Securities Resolution No. 15 under the Indenture.
In the capacity described above, I have examined
(i) the Registration Statement; (ii) the Company’s Restated Articles of Incorporation and Bylaws, each as amended to date;
(iii) the Indenture; (iv) the form of the Notes; (v) Securities Resolution No. 15 establishing the terms of the Notes;
(vi) the Underwriting Agreement, dated September 5, 2023 (the “Underwriting Agreement”), between the Company and the
several Underwriters named in Schedule A thereto providing for the issuance and sale of the Notes to the Underwriters; (vii) resolutions
of the Board of Directors of the Company; and (viii) such other documents, and such matters of law, as I have deemed necessary or
appropriate for the purposes of this opinion. Upon the basis of that examination, I am of the opinion that:
1. The Indenture has been duly authorized, executed
and delivered by the Company and (assuming the due authorization, execution and delivery thereof by the Trustee) constitutes a valid and
binding agreement of the Company, enforceable against the Company in accordance with its terms, 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 enforcement is considered in a proceeding in equity or at law) and an implied covenant
of good faith and fair dealing.
2. The Notes have been duly authorized by the
Company and (assuming due authentication thereof by the Trustee in accordance with the provisions of the Indenture), when executed
and delivered pursuant to the Underwriting Agreement for the consideration provided therein, will have been duly executed, issued
and delivered by the Company and will constitute valid and binding obligations of the Company, enforceable against the Company in
accordance with their terms, 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, and will be entitled to the benefits of the
Indenture.
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 laws of the State of Wisconsin.
I hereby consent to the filing of this opinion
with the Securities and Exchange Commission (the “Commission”) as an exhibit to the Registration Statement through its filing
as an exhibit to a Current Report on Form 8-K filed by the Company and incorporated by reference therein. I also consent to the reference
to my name under the heading “Legal Matters” in the prospectus constituting part of the Registration Statement and in the
preliminary prospectus supplement and the prospectus supplement, both dated September 5, 2023, relating to the Notes. In giving this consent,
I do not thereby admit that I come within the category of persons whose consent is required under Section 7 of the Securities Act
or the rules and regulations of the Commission.
| Very truly yours, |
| |
| /s/ Joshua M. Erickson |
| Joshua M. Erickson |
| Vice President and Deputy General Counsel, |
| WEC Business Services LLC |
v3.23.2
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Sep. 05, 2023 |
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|
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|
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WEC ENERGY GROUP, INC.
|
Entity Central Index Key |
0000783325
|
Entity Tax Identification Number |
39-1391525
|
Entity Incorporation, State or Country Code |
WI
|
Entity Address, Address Line One |
231 West Michigan Street
|
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P.O. Box 1331
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Milwaukee
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WEC Energy (NYSE:WEC)
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WEC Energy (NYSE:WEC)
過去 株価チャート
から 5 2023 まで 5 2024