Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
30 Octobre 2019 - 11:20AM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration No. 333-230656
Free Writing Prospectus dated October 29, 2019
DTE ENERGY COMPANY
Concurrent Offerings of
2,400,000 Shares of Common Stock, without par value
(the Common Stock Offering)
23,000,000 Equity Units
(Initially Consisting of 23,000,000 Corporate Units)
(the Equity Units Offering)
Pricing Term Sheet dated
October 29, 2019
The information in this pricing term sheet relates
to the Common Stock Offering and the Equity Units Offering (together, the Offerings) and should be read together with (i) the preliminary prospectus supplement dated October 28, 2019, relating to the Common Stock Offering (the
Common Stock Preliminary Prospectus Supplement), and (ii) the preliminary prospectus supplement dated October 28, 2019, relating to the Equity Units Offering (the Equity Units Preliminary Prospectus Supplement and,
together with the Common Stock Preliminary Prospectus Supplement, the Preliminary Prospectus Supplements), in each case including the documents incorporated by reference therein and the related base prospectus dated April 1, 2019,
filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (Registration Statement File No. 333-230656). Terms used but not defined herein, with respect to either Offering, have the meanings ascribed to them in the applicable
Preliminary Prospectus Supplement.
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Company
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DTE Energy Company, a Michigan corporation
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Common Stock Ticker
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Our common stock is listed on the New York Stock Exchange under the symbol DTE
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Pricing Date
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October 29, 2019.
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Trade Date
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October 30, 2019.
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Closing Price of the Companys Common Stock on October 29,
2019
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$126.59 per share.
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Settlement Date
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November 1, 2019.
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Registration Format
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SEC Registered.
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Senior Notes Offering
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The Company has offered and agreed to sell, by means of a separate prospectus supplement, $500,000,000 aggregate principal amount of its 2019 Series G 2.25% Senior Notes due 2022 and $300,000,000 aggregate principal amount of its
2019 Series H 2.95% Senior Notes due 2030 (the Senior Notes Offering). Neither Offering is contingent on the completion of the Senior Notes Offering, and the Senior Notes Offering is not contingent on the completion of either
Offering.
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The Company expects that it will receive net proceeds, after deducting underwriting discounts and commissions and estimated offering expenses, of approximately $793 million from the Senior Notes Offering.
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Use of Proceeds
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The Company expects that it will receive net proceeds of approximately $294 million from the sale of Common Stock in the Common Stock
Offering after deducting the Underwriting Discounts and Commissions and estimated offering expenses. The Company estimates that it will receive net proceeds of approximately $339 million if the underwriters of the Common Stock Offering exercise
their option to purchase additional shares of Common Stock in full.
The Company
estimates that it will receive net proceeds of approximately $1.119 billion from the sale of Corporate Units in the Offering after deducting the Underwriting Discounts and Commissions and estimated offering expenses. The Company estimates that
it will receive net proceeds of approximately $1.265 billion if the underwriters of the Equity Units Offering exercise their option to purchase additional Corporate Units in full.
The Company expects to the use the proceeds from the Offerings and from the Senior Notes
Offering to finance the Transaction. None of the Common Stock Offering, Equity Units Offering and Senior Notes Offerings are contingent upon any other offering. See Use of Proceeds in each Preliminary Prospectus
Supplement.
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Common Stock Offering
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Title of Securities
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Common Stock, no par value, of the Company (the Common Stock).
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Number of Shares of Common Stock Offered
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2,400,000 (or 2,760,000 if the underwriters of the Common Stock Offering exercise their option to purchase up to 360,000 additional shares of Common Stock in full).
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Common Stock Public Offering Price
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$126.00 per share of Common Stock.
$302,400,000 in aggregate (or $347,760,000 if the underwriters of the Common Stock Offering exercise their option to purchase up to 360,000 additional shares
of Common Stock in full).
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Underwriting Discounts and Commissions
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$3.15 per share of Common Stock.
$7,560,000 in aggregate (or $8,694,000 if the underwriters of the Common Stock Offering exercise their option to purchase up to 360,000 additional shares of
Common Stock in full).
The underwriters of the Common Stock Offering propose to
offer the shares of Common Stock to dealers at the Common Stock Public Offering Price less a concession not in excess of $1.89 per share of Common Stock.
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Joint Book-Running Managers
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Barclays Capital Inc.
BofA Securities, Inc.
J.P. Morgan Securities LLC
Wells Fargo Securities, LLC
Citigroup Global Markets Inc.
Scotia Capital (USA)
Inc.
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Senior Co-Managers
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BMO Capital Markets Corp.
BNP Paribas
Securities Corp.
BNY Mellon Capital Markets, LLC
BTIG,
LLC
Fifth Third Securities, Inc.
KeyBanc Capital Markets
Inc.
Mizuho Securities USA LLC
Morgan Stanley & Co.
LLC
MUFG Securities Americas Inc.
SunTrust Robinson Humphrey,
Inc.
TD Securities (USA) LLC
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Co-Managers
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Comerica Securities, Inc.
PNC Capital Markets
LLC
The Williams Capital Group, L.P.
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CUSIP for the Common Stock
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233331 107
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ISIN for the Common Stock
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US233331 1072
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Equity Units Offering
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Title of Securities
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Equity Units that will each have a stated amount of $50.00 and will initially be in the form of a Corporate Unit consisting of a purchase contract issued by the Company and, initially, a 1/20, or 5%, undivided beneficial ownership
interest in $1,000 principal amount of 2019 Series F 2.25% Remarketable Senior Notes due 2025 to be issued by the Company (each being referred to as a Note).
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Number of Equity Units Offered
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23,000,000 (or 26,000,000 if the underwriters of the Offering exercise their option to purchase up to 3,000,000 additional Corporate Units in full).
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Aggregate Offering Amount
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$1,150,000,000 (or $1,300,000,000 if the underwriters of the Offering exercise their option to purchase up to 3,000,000 additional Corporate Units in full).
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Stated Amount per Equity Unit
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$50.00.
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Corporate Unit Public Offering Price
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$50.00 per Corporate Unit.
$1,150,000,000 in
aggregate (or $1,300,000,000 if the underwriters of the Offering exercise their option to purchase up to 3,000,000 additional Corporate Units in full).
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Underwriting Discounts and
Commissions
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$1.25 per Corporate Unit.
$28,750,000 in
aggregate (or $32,500,000 if the underwriters of the Offering exercise their option to purchase up to 3,000,000 additional Corporate Units in full).
The underwriters of the Offering propose to offer the Corporate Units to selling group members at the Corporate Unit Public Offering Price less a selling
concession not in excess of $0.75 per Corporate Unit.
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Interest Rate on the Notes
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2.25% per year, subject to modification in connection with a successful remarketing, as described in the Equity Units Preliminary Prospectus Supplement.
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Contract Adjustment Payment Rate
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4.00% per year or $2.00 per year on the Stated Amount per Equity Unit, subject to the Companys right to defer contract adjustment payments, as described in the Equity Units Preliminary Prospectus Supplement.
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Deferred Contract Adjustment Payments
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Deferred contract adjustment payments will accrue additional contract adjustment payments at the rate equal to 6.25% per annum (which is equal to the Total Distribution Rate on the Corporate Units) compounded on each contract
adjustment payment date to, but excluding, the contract adjustment payment date on which such deferred contract adjustment payments are paid.
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Total Distribution Rate on the Corporate Units
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6.25% per annum.
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Reference Price
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$126.00 (subject to adjustment, as described in the Equity Units Preliminary Prospectus Supplement), which equals the Common Stock Public Offering Price in the Companys Common Stock Offering.
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Threshold Appreciation Price
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$157.50 (subject to adjustment, as described in the Equity Units Preliminary Prospectus Supplement), which represents appreciation of 25.00% over the Reference Price.
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Minimum Settlement Rate
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0.3175 shares of the Companys common stock (subject to adjustment, as described in the Equity Units Preliminary Prospectus Supplement), which is approximately equal to the $50.00 Stated Amount per Equity Unit, divided
by the Threshold Appreciation Price.
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Maximum Settlement Rate
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0.3968 shares of the Companys common stock (subject to adjustment, as described in the Equity Units Preliminary Prospectus Supplement), which is approximately equal to the $50.00 Stated Amount per Equity Unit, divided
by the Reference Price.
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Purchase Contract Settlement Date
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November 1, 2022 (or if such day is not a business day, the following business day).
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Note Maturity Date
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November 1, 2025, subject to the Companys right to move up the Note Maturity Date in connection with a successful remarketing, as described in the Equity Units Preliminary Prospectus
Supplement.
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Joint Book-Running Managers
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Barclays Capital Inc.
BofA Securities, Inc.
J.P. Morgan Securities LLC
Wells Fargo Securities, LLC
Citigroup Global Markets Inc.
Scotia Capital (USA)
Inc.
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Senior Co-Managers
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BMO Capital Markets Corp.
BNP Paribas
Securities Corp.
BNY Mellon Capital Markets, LLC
Fifth Third
Securities, Inc.
KeyBanc Capital Markets Inc.
Mizuho
Securities USA LLC
Morgan Stanley & Co. LLC
MUFG
Securities Americas Inc.
SunTrust Robinson Humphrey, Inc.
TD
Securities (USA) LLC
U.S. Bancorp Investments, Inc.
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Co-Managers
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Comerica Securities, Inc.
PNC Capital Markets
LLC
The Williams Capital Group, L.P.
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Listing
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The Company will apply to list the Corporate Units on the New York Stock Exchange and expects trading to commence within 30 days of the date of initial issuance of the Corporate Units under the symbol DTP.
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CUSIP for the Corporate Units
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233331 842
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ISIN for the Corporate Units
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US2333318424
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CUSIP for the Treasury Units
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233331 834
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ISIN for the Treasury Units
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US2333318341
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CUSIP for the Notes
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233331 BD8
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ISIN for the Notes
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US233331BD84
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Anticipated Ratings for the Corporate Units*
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Baa2 (Moodys) / BBB- (S&P) / BBB+ (Fitch).
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Allocation of the Purchase Price
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At the time of issuance, for purposes of the Accounting Treatment and Description of the Equity UnitsAgreed U.S. Federal Income Tax Treatment sections of the Equity Units Preliminary Prospectus
Supplement, the fair market value of the applicable ownership interest in the Notes will be $50 (or 100% of the issue price of a Corporate Unit) and the fair market value of each purchase contract will be $0 (or 0% of the issue price of a Corporate
Unit).
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Early Settlement
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Subject to certain conditions described under Description of the Purchase ContractsEarly Settlement in the Equity Units Preliminary Prospectus Supplement, a holder of Corporate Units or Treasury Units may settle
the related purchase contracts at any time
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prior to 4:00 p.m., New York City time, on the second business day immediately preceding the Purchase Contract Settlement Date, other than during a blackout period (as described in the Equity Units Preliminary Prospectus
Supplement). An early settlement may be made only in integral multiples of 20 Corporate Units or 20 Treasury Units; however, if the Treasury portfolio has replaced the Notes as a component of the Corporate Units following a successful optional
remarketing, holders of Corporate Units may settle early only in integral multiples of 32,000 Corporate Units. If a purchase contract is settled early, the number of shares of common stock to be issued per purchase contract will be equal to the
Minimum Settlement Rate (subject to adjustment, as described in the Equity Units Preliminary Prospectus Supplement).
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Early Settlement Upon a Fundamental Change
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Subject to certain conditions described under Description of the Purchase ContractsEarly Settlement Upon a Fundamental Change, following a fundamental change (as defined in the Equity Units Preliminary
Prospectus Supplement) that occurs prior to the 20th business day preceding the Purchase Contract Settlement Date, each holder of a purchase contract will have the right to accelerate and settle the purchase contract early on the fundamental change
early settlement date (as defined in the Equity Units Preliminary Prospectus Supplement) at the settlement rate determined as if the applicable market value equaled the stock price (as defined in the Equity Units Preliminary Prospectus Supplement),
plus an additional make-whole amount of shares (such additional make-whole amount of shares being hereafter referred to as the make-whole shares). This right is referred to as the fundamental change early settlement
right.
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The number of make-whole shares per purchase contract applicable to a fundamental change early settlement will be determined by reference to the table below, based on the date on which the fundamental change occurs or becomes
effective (the effective date) and the stock price (as defined in the Equity Units Preliminary Prospectus Supplement) for the fundamental change:
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Stock Price on Effective Date
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Effective Date
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$
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45.00
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$
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65.00
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$
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85.00
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$
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105.00
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$
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126.00
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$
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140.00
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$
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157.50
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$
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190.00
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$
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225.00
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$
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260.00
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$
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295.00
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$
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330.00
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$
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365.00
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$
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400.00
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November 1, 2019
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0.0933
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0.0634
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0.0450
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0.0259
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0.0000
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0.0278
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0.0518
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0.0329
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0.0231
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0.0184
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0.0156
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0.0136
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0.0120
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0.0108
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November 1, 2020
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0.0632
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0.0431
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0.0312
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0.0171
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0.0000
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0.0188
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0.0414
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0.0228
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0.0153
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0.0122
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0.0105
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0.0092
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0.0081
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0.0073
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November 1, 2021
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0.0321
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0.0219
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0.0164
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0.0092
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0.0000
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0.0095
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0.0283
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0.0110
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0.0073
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0.0061
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0.0053
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0.0046
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0.0041
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0.0037
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November 1, 2022
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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The stock prices set forth in the second row of the table above (i.e., the column headers) will be adjusted upon the occurrence of certain
events requiring anti-dilution adjustments to the fixed settlement rates in a manner inversely proportional to the adjustments to the fixed settlement rates, as described in the Equity Units Preliminary Prospectus Supplement.
The exact stock price and effective date applicable to a fundamental change may not be
set forth on the table, in which case:
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if the stock price is between two stock prices on the table or the effective
date is between two effective dates on the table,
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the amount of make-whole shares will be determined by straight line interpolation between the make-whole share amounts
set forth for the higher and lower stock prices and the earlier and later two effective dates based on a 365-day year, as applicable;
if the stock price is in excess of $400.00 per share (subject to adjustment in the same manner as
the stock prices set forth in the second row of the table, as described above), then the make-whole share amount will be zero; and
if the stock price is less than $45.00 per share (subject to adjustment in the same manner as the
stock prices set forth in the second row of the table, as described above) (the minimum stock price), then the make-whole share amount will be determined as if the stock price equaled the minimum stock price, using straight line
interpolation, as described above in the first bullet, if the effective date is between two effective dates on the table.
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Unless the Treasury portfolio has replaced the Notes as a component of the Corporate Units as a result of a successful optional remarketing, holders of Corporate Units may exercise the fundamental change early settlement right only
in integral multiples of 20 Corporate Units. If the Treasury portfolio has replaced the Notes as a component of Corporate Units, holders of the Corporate Units may exercise the fundamental change early settlement right only in integral multiples of
32,000 Corporate Units. A holder of Treasury Units may exercise the fundamental change early settlement right only in integral multiples of 20 Treasury Units.
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*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to review,
revision, suspension, reduction or withdrawal at any time by the assigning rating agency.
The issuer has filed a registration statement (including
a prospectus), as amended, with the SEC for the offering to which this communication relates (File No. 333-230656). Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with
the SEC for more complete information about the issuer and the Offering. You may get these documents for free by visiting EDGAR on the SEC Website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the Offering
will arrange to send you the base prospectus and the Preliminary Prospectus Supplements if you request them by calling Barclays Capital Inc. at (888) 603-5847; BofA Securities, Inc. at (800) 294-1322; J.P. Morgan Securities LLC at (866) 803-9204; Wells Fargo Securities, LLC at (800) 326-5897; Citigroup Global Markets Inc. at
(800) 831-9146; and Scotia Capital (USA) Inc. at (212) 225-6854.
This communication should be read in conjunction with the Preliminary Prospectus Supplements and the accompanying prospectus. The information in this
communication with respect to an Offering supersedes the information in the applicable Preliminary Prospectus Supplement and the accompanying prospectus to the extent inconsistent with the information in such Preliminary Prospectus Supplement and
the accompanying prospectus.
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ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND
SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
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