DTE Energy Company Announces Extension of Certain Dates of Its Cash Tender Offers and Consent Solicitations for Certain Outstanding Debt Securities

DTE Energy Company Announces Extension of Certain Dates of Its Cash Tender Offers and Consent Solicitations for Certain Outstanding Debt Securities

DETROIT, Michigan, June 23, 2021 – DTE Energy Company (NYSE: DTE) (the “Company”, “DTE” or “DTE Energy”) announced that it has extended the Early Tender Deadline, the Withdrawal Deadline and the Expiration Time for its previously announced consent solicitations (the “Consent Solicitations”) and tender offers (collectively, the “Tender Offers” and each a “Tender Offer”) to purchase for cash (1) any and all of its outstanding 3.30% Senior Notes due 2022, 2.60% Senior Notes due 2022, 3.70% Senior Notes due 2023, 3.85% Senior Notes due 2023, 3.50% Senior Notes due 2024 and 6.375% Senior Notes due 2023 (collectively, the “Any-and-All Notes”) and (2) up to $350,000,000 combined aggregate purchase price (the “Maximum Purchase Price”) of its outstanding 3.80% Senior Notes due 2027, 3.40% Senior Notes due 2029, 2.85% Senior Notes due 2026, 2.95% Senior Notes due 2030 and 1.05% Senior Notes due 2025 (collectively, the “Maximum Tender Notes” and, together with the Any-and-All Notes, the “Notes”). The Company’s obligations to accept and pay for the Notes in the Tender Offers and to effectuate the proposed amendments under the Consent Solicitations remain subject to the terms of the Tender Offers and Consent Solicitations as described in the Offer to Purchase, dated June 14, 2021 (the “Offer to Purchase”). Each of such dates is being extended by one business day. 

The Company commenced the Consent Solicitations and the Tender Offers on June 14, 2021. The new Price Determination Date will be 2:00 p.m., New York City time, on June 28, 2021, the new Early Tender Deadline will be 5:00 p.m., New York City time, on June 28, 2021, the new Withdrawal Deadline will be 5:00 p.m., New York City time, on June 28, 2021 and the new Expiration Time will be 11:59 p.m., New York City time, on July 13, 2021, in each case unless extended or earlier terminated by the Company, for each series of Notes. All other terms and conditions of the Tender Offers, as previously announced and described in the Offer to Purchase, remain unchanged.

The following table sets forth certain key dates of the Tender Offers, as extended. Further information may be found in the Offer to Purchase:

 

Key Date

Calendar Date

Commencement Date

June 14, 2021

Price Determination Date

2:00 p.m., New York City time, on June 28, 2021, unless extended by DTE Energy

Early Tender Deadline

5:00 p.m., New York City time, on June 28, 2021, unless extended by DTE Energy

Withdrawal Deadline

5:00 p.m., New York City time, on June 28, 2021, unless extended by DTE Energy

Early Settlement Date

The Early Settlement Date is currently expected to be July 1, 2021

Expiration Time

11:59 p.m., New York City time, on July 13, 2021, unless extended or earlier terminated by DTE Energy

Final Settlement Date

The Final Settlement Date is currently expected to be July 15, 2021

The Tender Offers are being conducted pursuant to the Offer to Purchase, this press release and the Company’s other press releases used in the Tender Offers.

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”) have been distributed to holders beginning June 14, 2021. No other terms in the Offer to Purchase or Letter of Transmittal have changed except as noted herein. 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