DTE Energy Company Announces Early Tender Results and Upsize of Cash Tender Offers and Consent Solicitations for Certain Outstanding Debt Securities

DTE Energy Company Announces Early Tender Results and Upsize of Cash Tender Offers and Consent Solicitations for Certain Outstanding Debt Securities

DETROIT, Michigan, June 29, 2021 – DTE Energy Company (NYSE: DTE) (the “Company”, “DTE” or “DTE Energy”) today announced the early tender results of its previously announced tender offers (the “Any-and-All Tender Offers”) to purchase for cash any and all of its notes described in the first table below (the “Any-and-All Notes”), and tender offers (the “Maximum Tender Offers” and, together with the Any-and-All Tender Offers, the “Tender Offers”) to purchase for cash the Maximum Purchase Price (as defined below) of certain of the Company’s notes (collectively, the “Maximum Tender Notes” and, together with the Any-and-All Notes, the “Notes”), in the priorities (“Acceptance Priority Levels”) set forth in the second table below. The Company also announced an increase to the combined aggregate purchase price of the Maximum Tender Notes that it intends to purchase in the Maximum Tender Offers from the previously announced amount of up to $350,000,000 to up to $416,000,000 (as so amended, the “Maximum Purchase Price”).

In conjunction with the early tender results of the Any-and-All Tender Offers, the Company also announced the results as of 5:00 p.m., New York City time, on June 28, 2021 (the “Early Tender Deadline”) of its solicitations (the “Consent Solicitations”) of consents (the “Consents”) from holders of the Any-and-All Notes to certain proposed amendments with respect to the Any-and-All Notes (the “Proposed Amendments”) to the indenture governing the Notes (the “Indenture”) to (i) reduce the minimum notice requirement for optional redemptions of the Any-and-All Notes from 30 days to three business days and (ii) change the make whole payment determination date for the Any-and-All Notes to 11:00 a.m., New York City time, on the date that is two business days prior to settlement of such redemptions. Holders who validly tender Any-and-All Notes pursuant to the Any-and-All Tender Offers are deemed thereby to validly deliver their Consents with respect to such Any-and-All Notes to the Proposed Amendments, including the execution and delivery of a supplemental indenture to the Indenture implementing the Proposed Amendments (the “Supplemental Indenture”). Because Consents of the holders of a majority of the aggregate principal amount of each of the 3.30% Senior Notes due 2022, the 2.60% Senior Notes due 2022, the 3.70% Senior Notes due 2023 and the 3.50% Senior Notes due 2024 (the “Requisite Consents”) were received as of the Early Tender Deadline, the Company expects that it and the Trustee will promptly execute and deliver the Supplemental Indenture for those series of Notes following the satisfaction or waiver of the conditions to the Tender Offers and the Consent Solicitations, including the Financing Condition and the Spin-Off Condition (each as defined below). The Company did not receive consents of the holders of a majority of the aggregate principal amount of the 3.85% Senior Notes due 2023 or the 6.375% Senior Notes due 2033. It is expected that the Proposed Amendments will become operative on the first acceptance date following the satisfaction or waiver of the conditions to the Tender Offers and the Consent Solicitations, including the Financing Condition and Spin-Off Condition. Subject to the satisfaction or waiver of all the conditions to the Tender Offers and the Consent Solicitations, including the Financing Condition and Spin-Off Condition, the Company intends to issue a notice of redemption to redeem all of the Any-and-All Notes not purchased pursuant to the Any-and-All Tender Offers on the earliest date following the consummation of the Any-and-All Tender Offers. This statement of intent shall not constitute a notice of redemption under the Indenture or an obligation to issue a notice of redemption.

The “Total Consideration” for each series of Notes validly tendered and accepted for purchase pursuant to the Tender Offers was determined by reference to the applicable fixed spread (the “Fixed Spread”) specified for such series of Notes over the yield (the “Reference Yield”) based on the bid-side price of the applicable U.S. Treasury Security (the “Reference U.S. Treasury Security”) specified for each series of Notes, as calculated by the Dealer Managers and Solicitation Agents (as defined below) at 2:00 p.m., New York City time, on June 28, 2021 (such time and date, as it may be extended, the “Price Determination Time”). The Total Consideration includes an early tender premium of $30.00 per $1,000 principal amount of Notes (the “Early Tender Premium”). Subject to the satisfaction or waiver of the conditions to the Tender Offers and the Consent Solicitations, including the Financing Condition and Spin-Off Condition, and, with respect to the Maximum Tender Notes, subject to the Maximum Tender Amount, the applicable Acceptance Priority Levels and proration (as applicable), holders of Notes that were validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and accepted for purchase will receive the applicable Total Consideration, which includes the Early Tender Premium. Holders of Any-and-All Notes who validly tender their Any-and-All Notes and thereby validly deliver their Consents following the Early Tender Deadline and at or prior to the Expiration Time (as defined below) will only receive the applicable “Tender Offer Consideration,” which is an amount equal to the applicable Total Consideration minus the Early Tender Premium, per $1,000 principal amount of any such Any-and-All Notes accepted for purchase.

 

Any-and-All Tender Offers

The table below sets forth the principal amount of Any-and-All Notes that were validly tendered and not validly withdrawn (including Consents corresponding to such Any-and-All Notes that were thereby validly delivered and not validly revoked) as of the Early Tender Deadline.

 

Title of Security
CUSIP Number
Principal Amount Outstanding

 

Principal Amount Tendered (1)
Reference U.S. Treasury Security(2)
Bloomberg Reference Page(3)
Fixed Spread
(basis points)(4)
Early Tender Premium
(per $1,000)

3.30% Senior Notes due 2022

233331AV9

$300,000,000

$176,243,000

2.250% due 4/15/2022

PX3

+20 bps

$30.00

2.60% Senior Notes due 2022

233331BB2

$300,000,000

$211,564,000

1.750% due 6/15/2022

PX3

+15 bps

$30.00

3.70% Senior Notes due 2023*

233331BA4

$600,000,000

$459,254,000

1.375% due 6/30/2023

PX5

+15 bps

$30.00

3.85% Senior Notes due 2023

233331AR8

$300,000,000

$135,017,000

2.125% due 11/30/202

PX5

+20 ps

$30.00

3.50% Senior Notes due 2024

233331AS6

$350,000,000

$215,432,000

2.000% due 5/31/2024

PX5

+15 bps

$30.00

6.375% Senior Notes due 2033

233331AJ6

$400,000,000

$191,315,000

1.625% due 5/15/2031

PX1

+20 bps

$30.00

* Denotes a series of Any-and-All Notes for which the Total Consideration and the Tender Offer Consideration was determined taking into account the par call date, and not the maturity date, of such Any-and-All Notes in accordance with the indenture for such series of Any-and-All Tender Notes and standard market practice.   

(1)   As of the Early Tender Deadline.

(2)   “UST” denotes a U.S. Treasury Security.

(3)   The applicable page on Bloomberg from which the Dealer Managers and Solicitation Agents will quote the bid-side price of the Reference U.S. Treasury Security.

(4)   The Fixed Spread includes the Early Tender Premium

Maximum Tender Offers

The table below sets forth the principal amount of each series of Maximum Tender Notes that were validly tendered and not validly withdrawn as of the Early Tender Deadline.

Title of Security

CUSIP Number

Principal Amount Outstanding

Acceptance Priority Level

Principal Amount Tendered (1)

Reference U.S. Treasury Security(2)

Bloomberg Reference Page(3)

Fixed Spread (basis points)(4)

Early Tender Premium

(per $1,000)

3.80% Senior Notes due 2027*

233331AZ0

$500,000,000

1

$349,386,000

0.750% due 5/31/2026

PX1

+55 bps

$30.00

3.40% Senior Notes due 2029*

233331BC0

$500,000,000

2

$317,360,000

1.625% due 5/15/2031

PX1

+42 bps

$30.00

2.85% Senior Notes due 2026*

233331AY3

$600,000,000

3

$309,216,000

0.750% due 5/31/2026

PX1

+45 bps

$30.00

2.95% Senior Notes due 2030*

233331BF3

$300,000,000

4

$187,053,000

1.625% due 5/15/2031

PX1

+62 bps

$30.00

1.05% Senior Notes due 2025*

233331BG1

$800,000,000

5

$499,290,000

0.750% due 5/31/2026

PX1

+15 bps

$30.00

* Denotes a series of Maximum Tender Notes for which the Total Consideration and the Tender Offer Consideration was determined taking into account the par call date, and not the maturity date, of such Maximum Tender Notes in accordance with the indenture for such series of Maximum Tender Notes and standard market practice.

(1)   As of the Early Tender Deadline.

(2)   “UST” denotes a U.S. Treasury Security.

(3)   The applicable page on Bloomberg from which the Dealer Managers and Solicitation Agents will quote the bid-side prices of the applicable Reference U.S. Treasury Security.

(4)   The Fixed Spread includes the Early Tender Premium.

As the Maximum Tender Offers were over-subscribed as of the Early Tender Deadline, the Company expects that, subject to the satisfaction or waiver of the conditions to the Tender Offers, including the Financing Condition and Spin-off Condition, all of the 3.80% Senior Notes due 2027 validly tendered and not validly withdrawn as of the Early Tender Deadline will be accepted for purchase, the 3.40% Senior Notes due 2029 validly tendered and not validly withdrawn as of the Early Tender Deadline will be subject to a proration factor of approximately 6.7% and only a portion of those Notes will be accepted for purchase, and none of the 2.85% Senior Notes due 2026, the 2.95% Senior Notes due 2030 or the 1.05% Senior Notes due 2025 that were tendered pursuant to the Maximum Tender Offers at or prior to the Early Tender Deadline will be accepted for purchase. Furthermore, the Company expects that it will not accept for purchase any Maximum Tender Notes tendered following the Early Tender Deadline pursuant to the Maximum Tender Offers.

Payments for Notes purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Notes up to, but not including, the applicable settlement date for such Notes accepted for purchase.

Notes not accepted for purchase will be promptly credited to the account of the registered holder of such Notes with The Depository Trust Company and otherwise returned in accordance with the Offer to Purchase and the Letter of Transmittal (as defined below).

The Tender Offers and the Consent Solicitations will expire at 11:59 p.m., New York City time, on July 13, 2021, unless extended (such date and time, as it may be extended with respect to a series of Notes, the “Expiration Time”), unless earlier terminated.

If (i) all of the conditions to the Tender Offers, including the Financing Condition and the Spin-Off Condition, are satisfied or waived prior to the Expiration Time and (ii) the Company accepts for purchase any Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and such acceptance occurs on a date that is after the Early Tender Deadline but prior to the date on which the Expiration Time occurs (such date of acceptance, the “Early Acceptance Date”), then the Company will promptly pay for such accepted Notes on a date prior to the Final Settlement Date, which date may be the Early Acceptance Date (such date, the “Early Settlement Date”). The Company anticipates that the Early Acceptance Date and the Early Settlement Date will occur promptly following the later to occur of the Early Tender Deadline and the satisfaction or waiver of all conditions to the Tender Offers, including the Financing Condition and the Spin-Off Condition. The Company expects that the Early Settlement Date will be July 1, 2021. If (i) all of the conditions to the Tender Offers, including the Financing Condition and the Spin-Off Condition, are satisfied or waived at or prior to the Expiration Time and (ii) after the Expiration Time, the Company accepts for purchase any Notes validly tendered, which acceptance is expected to occur on July 14, 2021, the first business day after the Expiration Time (such date, the “Final Acceptance Date”), then the Company will pay for such accepted Notes on or promptly following the Final Acceptance Date (such date, the “Final Settlement Date”). If all the conditions to the Tender Offers and the Consent Solicitations, including the Financing Condition and the Spin-Off Condition, are not satisfied or waived prior to the date on which the Expiration Time occurs, but are satisfied or waived on the date on which the Expiration Time occurs, there will be no Early Settlement Date, and all of the Notes validly tendered and accepted for purchase will be paid for on the Final Settlement Date.

The Tender Offers and the Consent Solicitations are subject to the satisfaction or waiver of certain conditions, including the Financing Condition and the Spin-Off Condition. The Company must have (a) consummated its anticipated distribution of all shares of common stock of its wholly owned subsidiary DT Midstream, Inc. (“DT Midstream”) on a pro rata basis to the holders of the Company’s common stock (the “Spin-Off Condition”) and (b) received proceeds of certain debt financings by DT Midstream prior to consummation of such distribution sufficient to pay (i) the Total Consideration with respect to the aggregate principal amount outstanding of the Any-and-All Notes, regardless of the actual amount of Any-and-All Notes tendered, plus accrued interest, (ii) the Total Consideration with respect to the Maximum Purchase Price of the Maximum Tender Notes, regardless of the actual amount of Maximum Tender Notes tendered, plus accrued interest, and (iii) applicable fees and expenses relating to the Tender Offers and the Consent (collectively, the “Financing Condition”).

None of the Tender Offers is conditioned upon the tender of any minimum principal amount of the Notes. Adoption of the Proposed Amendments for any series of Any-and-All Notes is, however, conditioned upon receipt of the Requisite Consents for such series. Subject to applicable law, the Company reserves the right to increase or decrease the Maximum Purchase Price and/or provide for a series tender cap for any series of Notes, in each case, in its sole discretion. There can be no assurance that the Company will exercise its right to increase or decrease the Maximum Purchase Price or provide for series tender caps.

The purchase of any series of Notes is not conditioned upon the purchase of any other series of Notes; provided that the Company’s obligation to accept for purchase any Maximum Tender Notes validly tendered in the Maximum Tender Offers is subject to the Maximum Purchase Price, the applicable Acceptance Priority Levels and may be subject to proration, each as more fully described herein.

Information Relating to the Tender Offers and Consent Solicitations

The Offer to Purchase and the related letter of transmittal and consent (the “Letter of Transmittal”) were distributed to holders on June 14, 2021. Barclays Capital Inc. and Wells Fargo Securities, LLC are the dealer managers for the Tender Offers and solicitation agents for the Consent Solicitations (the “Dealer Managers and Solicitation Agents”). Investors with questions regarding the Tender Offers and the Consent Solicitations may contact Barclays Capital Inc. at (800) 438-3242 (toll-free) or (212) 528-7581 (collect) or Wells Fargo Securities, LLC at (866) 309-6316 (toll-free) or (704) 410-4756 (collect). D.F. King & Co., Inc. is the tender agent and information agent (the “Tender/Information Agent”) for the Tender Offers and the Consent Solicitations and can be contacted by calling toll-free at (866) 829-1035 (banks and brokers may call collect at (212) 269-5550) or by email at dte@dfking.com.

None of the Company or its board of directors, the Dealer Managers and Solicitation Agents, the Tender/Information Agent or the Trustee is making any recommendation as to whether Holders should tender any Notes in response to the Tender Offers or deliver Consents pursuant to the Consent Solicitations, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Notes (and, with respect to the Any-and-All Notes, deliver their Consents) and, if so, the principal amount of Notes as to which action is to be taken.

This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any of the Notes or a solicitation of Consents. The full details of the Tender Offers and the Consent Solicitations, including instructions on how to tender Notes and deliver Consents, are included in the Offer to Purchase and the Letter of Transmittal. Holders are strongly encouraged to read carefully the Offer to Purchase and the Letter of Transmittal and materials the Company has filed with the Securities and Exchange Commission and incorporated by reference therein, because they contain important information.

Holders may obtain copies of the Offer to Purchase and the Letter of Transmittal, free of charge, from the Tender/Information Agent in connection with the Tender Offers and the Consent Solicitations, by calling toll-free at (866) 829-1035 (banks and brokers may call collect at (212) 269-5550) or by email at dte@dfking.com. Holders are urged to carefully read the Offer to Purchase and the Letter of Transmittal prior to making any decisions with respect to the Tender Offers and the Consent Solicitations.

 

About DTE Energy Company

 

DTE Energy (NYSE: DTE) is a Detroit-based diversified energy company involved in the development and management of energy-related businesses and services nationwide. Its operating units include an electric company serving 2.2 million customers in Southeast Michigan and a natural gas company serving 1.3 million customers in Michigan. The DTE portfolio includes energy businesses focused on power and industrial projects; renewable natural gas; natural gas pipelines, gathering and storage; and energy marketing and trading. DTE is committed to serving with its energy through volunteerism, education and employment initiatives, philanthropy and economic progress.

 

Forward looking statements

The information contained herein is as of the date of this release. DTE Energy expressly disclaims any current intention to update any forward-looking statements contained in this release as a result of new information or future events or developments. Words such as “anticipate,” “believe,” “expect,” “may,” “could,” “projected,” “aspiration,” “plans” and “goals” signify forward-looking statements.

Forward-looking statements are not guarantees of future results and conditions but rather are subject to various assumptions, risks and uncertainties. This release contains forward-looking statements about DTE Energy’s and DT Midstream’s estimates of future prospects, and actual results may differ materially. This release contains forward-looking statements about DTE Energy’s intent to spin-off DT Midstream and DTE Energy’s preliminary strategic, operational and financial considerations related thereto. The statements with respect to the separation transaction are preliminary in nature and subject to change as additional information becomes available. The separation transaction will be subject to the satisfaction of a number of conditions and there is no assurance that such separation transaction will in fact occur. Many factors impact forward-looking statements including, but not limited to, the following: risks related to the spinoff of DT Midstream, including that the process of completing the transaction could disrupt or adversely affect the consolidated or separate businesses, results of operations and financial condition, that the transaction may not achieve some or all of any anticipated benefits with respect to either business, and that the transaction may not be completed in accordance with DTE Energy’s expected plans or anticipated timelines, or at all; the duration and impact of the COVID-19 pandemic on DTE Energy and customers, impact of regulation by the EPA, the EGLE, the FERC, the MPSC, the NRC, and for DTE Energy, the CFTC and CARB, as well as other applicable governmental proceedings and regulations, including any associated impact on rate structures; the amount and timing of cost recovery allowed as a result of regulatory proceedings, related appeals, or new legislation, including legislative amendments and retail access programs; economic conditions and population changes in our geographic area resulting in changes in demand, customer conservation, and thefts of electricity and, for DTE Energy, natural gas; the operational failure of electric or gas distribution systems or infrastructure; impact of volatility of prices in the oil and gas markets on DTE Energy’s gas storage and pipelines operations and the volatility in the short-term natural gas storage markets impacting third-party storage revenues related to DTE Energy; impact of volatility in prices in the international steel markets on DTE Energy’s power and industrial projects operations; the risk of a major safety incident; environmental issues, laws, regulations, and the increasing costs of remediation and compliance, including actual and potential new federal and state requirements; the cost of protecting assets against, or damage due to, cyber incidents and terrorism; health, safety, financial, environmental, and regulatory risks associated with ownership and operation of nuclear facilities; volatility in commodity markets, deviations in weather, and related risks impacting the results of DTE Energy’s energy trading operations; changes in the cost and availability of coal and other raw materials, purchased power, and natural gas; advances in technology that produce power, store power or reduce power consumption; changes in the financial condition of significant customers and strategic partners; the potential for losses on investments, including nuclear decommissioning and benefit plan assets and the related increases in future expense and contributions; access to capital markets and the results of other financing efforts which can be affected by credit agency ratings; instability in capital markets which could impact availability of short and long-term financing; the timing and extent of changes in interest rates; the level of borrowings; the potential for increased costs or delays in completion of significant capital projects; changes in, and application of, federal, state, and local tax laws and their interpretations, including the Internal Revenue Code, regulations, rulings, court proceedings, and audits; the effects of weather and other natural phenomena on operations and sales to customers, and purchases from suppliers; unplanned outages; employee relations and the impact of collective bargaining agreements; the availability, cost, coverage, and terms of insurance and stability of insurance providers; cost reduction efforts and the maximization of plant and distribution system performance; the effects of competition; changes in and application of accounting standards and financial reporting regulations; changes in federal or state laws and their interpretation with respect to regulation, energy policy, and other business issues; contract disputes, binding arbitration, litigation, and related appeals; and the risks discussed in DTE Energy’s public filings with the Securities and Exchange Commission. New factors emerge from time to time. We cannot predict what factors may arise or how such factors may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statements speak only as of the date on which such statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. This document should also be read in conjunction with the Forward-Looking Statements section of the joint DTE Energy and DTE Electric Company (“DTE Electric”) 2020 Form 10-K and 2021 Form 10-Q (which sections are incorporated by reference herein), and in conjunction with other SEC reports filed by DTE Energy and DTE Electric.

 

For further information, members of the media may call:

Pete Ternes, DTE Energy, 313.235.5555