DTE Energy gives pricing of tender offers for 11 series of notes

By Wendy Van Sickle

Columbus, Ohio, June 28 – DTE Energy Co. announced pricing of its any-and-all tender offer for six series of notes and a capped tender offer to purchase notes from five series for up to $350 million, according to a press release on Monday.

Pricing took place at 2 p.m. ET on June 28.

The early tender deadline will be 5 p.m. ET on June 28, also the withdrawal deadline.

The expiration time is 11:59 p.m. ET on July 13.

Early settlement is scheduled for July 1, and final settlement is planned for July 15.

Any-and-all offer

As announced on June 23, the company is offering to purchase any and all notes tendered from the following series. The total considerations are listed per $1,000 principal amount:

• $300 million outstanding 3.3% senior notes due 2022 (Cusip: 233331AV9) for $1,023.73 based on the 2.25% U.S. Treasury due April 15, 2022 plus 20 basis points;

• $300 million 2.6% senior notes due 2022 (Cusip: 233331BB2) for $1,022.38 based on the 1.75% U.S. Treasury due June 15, 2022 plus 15 bps;

• $600 million 3.7% senior notes due 2023 (Cusip: 233331BA4) for $1,065.55 based on the 1.375% U.S. Treasury due June 30, 2023 plus 15 bps, and additionally pricing will use the par call date rather than the maturity date for this series;

• $300 million 3.85% senior notes due 2023 (Cusip: 233331AR8) for $1,079.49 based on the 2.125% U.S. Treasury due Nov. 30, 2023 plus 20 bps;

• $350 million 3.5% senior notes due 2024 (Cusip: 233331AS6) for $1,083.96 based on the 2% U.S. Treasury due May 31, 2024 plus 15 bps; and

• $400 million 6.375% senior notes due 2023 (Cusip: 233331AJ6) for $1,500.60 based on the 1.625% U.S. Treasury due May 15, 2031 plus 20 bps.

Capped offer

The company is also conducting a capped offer to purchase for cash up to $350 million aggregate purchase price of notes from the following series, listed in acceptance priority level order with the total consideration listed per $1,000 principal amount:

• $500 million 3.8% senior notes due 2027 (Cusip: 233331AZ0) for $1,124.12 based on the 0.75% U.S. Treasury due May 31, 2026 plus 55 bps;

• $500 million 3.4% senior notes due 2029 (Cusip: 233331BC0) for $1,107.29 based on the 1.625% U.S. Treasury due May 15, 2031 plus 42 bps;

• $600 million 2.85% senior notes due 2026 (Cusip: 233331AY3) for $1,073.44 based on the 0.75% U.S. Treasury due May 31, 2026 plus 45 bps;

• $300 million 2.95% senior notes due 2030 (Cusip: 233331BF3) for $1,065.50 based on the 1.625% U.S. Treasury due May 15, 2031 plus 62 bps; and

• $800 million 1.05% senior notes due 2025 (Cusip: 233331BG1) for $1,000.86 based on the 1.05% U.S. Treasury due May 31, 2026 plus 15 bps.

All of the prices in the capped offer will be determined using the par call dates instead of the maturity dates for each series.

Tender details

The total considerations include an early tender premium of $30 per $1,000 note.

Payments will also include interest to, but not including, the relevant settlement date.

In the maximum tender offers, tenders may be subject to proration.

Consent solicitations

The any-and-all tender offers have related consent solicitations.

DTE is seeking to reduce the minimum notice requirement for optional redemptions of the any-and-all notes to three business days from 30 business days and to change the make-whole payment determination date for the any-and-all notes to 11 a.m. ET on the date that is two business days before settlement of such redemptions.

Noteholders holding a majority of each series of notes must consent for the amendments to be operative.

Noteholders who tender notes in the any-and-all offers are deemed to have consented to the proposed changes. Consents cannot be delivered without tendering notes.

Conditions and details

The offers are conditional upon the satisfaction of a financing condition and a spinoff condition.

For the financing condition, the company must receive proceeds of some debt financings by DT Midstream sufficient to pay for the offers.

For the spinoff condition, the company must have consummated its anticipated distribution of all shares of common stock of its wholly owned subsidiary DT Midstream, Inc. on a pro rata basis to the holders of the company’s common stock.

Barclays (800 438-3242, 212 528-7581) and Wells Fargo Securities, LLC (866 309-6316, 704 410-4756) are the dealer managers for the tender offers and solicitation agents for the consent solicitations.

D.F. King & Co., Inc. (866 829-1035, 212 269-5550, dte@dfking.com) is the tender agent and information agent.

The Detroit-based energy company provides utility operations through its wholly owned subsidiaries DTE Electric Co. and DTE Gas Co.

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