Wisconsin Electric Power Company PFD 6% (WELPM)
Filed: 4 May 21, 3:39pm
Free Writing Prospectus, dated May 4, 2021
Filed pursuant to Rule 433 under the Securities Act of 1933
Supplementing the Preliminary Prospectus, dated April 27, 2021
Registration Statement Nos. 333-252252 and 333-252252-01
WEPCo Environmental Trust Finance I, LLC
(Issuing Entity)
PRICING TERM SHEET
$118,814,000 Environmental Trust Bonds, Series 2021
| Issuing Entity: | WEPCo Environmental Trust Finance I, LLC |
| Sponsor, Depositor and Initial Servicer: | Wisconsin Electric Power Company |
| Trustee: | U.S. Bank National Association |
| Bookrunner: | Barclays Capital Inc. |
| Co-Manager: | Drexel Hamilton, LLC |
| Expected Ratings (Moody’s/S&P/Fitch): | Aaa (sf)/AAA (sf)/AAAsf(1) |
| Closing Date / Settlement Date: | May 12, 2021 (2) |
| Interest Payment Dates: | June 15 and December 15, commencing on December 15, 2021 |
| Applicable Time: | 11:04 AM (Eastern time) on May 4, 2021 |
| Proceeds: | The total initial price to the public is $118,813,204. The total amount of the underwriting discounts and commissions is $475,256. The total amount of proceeds to the Issuing Entity before deduction of expenses (estimated to be $4,830,639) is $118,337,948. |
(1) A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
(2) The Issuing Entity expects to deliver the bonds against payment for the bonds on or about May 12, 2021, which will be the sixth business day following the date of pricing of the bonds. Since trades in the secondary market generally settle in two business days, purchasers who wish to trade bonds on the date of pricing or the succeeding three business days will be required, by virtue of the fact that the bonds initially will settle in T+6, to specify alternative settlement arrangements to prevent a failed settlement.
| Tranche | Principal Amount Offered | Expected Weighted Average Life (years) | Scheduled Final Payment Date | Final Maturity Date | Interest Rate | Initial Price to Public(3) | Underwriting Discounts and Commissions | Proceeds to Issuing Entity (Before Expenses) | ||||||||||||||||||||
| A | $ | 118,814,000 | 6.81 | 12/15/2033 | 12/15/2035 | 1.578 | % | 99.99933 | % | 0.40 | % | $ | 118,337,948 | |||||||||||||||
(3) Interest on the bonds will accrue from May 12, 2021 and must be paid by the purchaser if the bonds are delivered after that date.
| Tranche A | ||
| CUSIP | 950739 AA0 | |
| ISIN | US950739AA02 |
EXPECTED SINKING FUND SCHEDULE
| Semi- Annual Payment Date | Scheduled Principal Payment | |||
| 12/15/21 | $ | 4,127,048 | ||
| 6/15/22 | $ | 4,359,224 | ||
| 12/15/22 | $ | 4,393,619 | ||
| 6/15/23 | $ | 4,428,284 | ||
| 12/15/23 | $ | 4,463,224 | ||
| 6/15/24 | $ | 4,498,438 | ||
| 12/15/24 | $ | 4,533,931 | ||
| 6/15/25 | $ | 4,569,704 | ||
| 12/15/25 | $ | 4,605,759 | ||
| 6/15/26 | $ | 4,642,098 | ||
| 12/15/26 | $ | 4,678,724 | ||
| 6/15/27 | $ | 4,715,640 | ||
| 12/15/27 | $ | 4,752,846 | ||
| 6/15/28 | $ | 4,790,346 | ||
| 12/15/28 | $ | 4,828,142 | ||
| 6/15/29 | $ | 4,866,236 | ||
| 12/15/29 | $ | 4,904,630 | ||
| 6/15/30 | $ | 4,943,328 | ||
| 12/15/30 | $ | 4,982,331 | ||
| 6/15/31 | $ | 5,021,641 | ||
| 12/15/31 | $ | 5,061,262 | ||
| 6/15/32 | $ | 5,101,195 | ||
| 12/15/32 | $ | 5,141,444 | ||
| 6/15/33 | $ | 5,182,010 | ||
| 12/15/33 | $ | 5,222,896 | ||
| Total Payments(4) | $ | 118,814,000 | ||
(4) Totals may not add up due to rounding.
EXPECTED OUTSTANDING PRINCIPAL BALANCE
| Semi- Annual Payment Date | Tranche A Balance | |||
| Closing Date | $ | 118,814,000 | ||
| 12/15/21 | $ | 114,686,952 | ||
| 6/15/22 | $ | 110,327,728 | ||
| 12/15/22 | $ | 105,934,109 | ||
| 6/15/23 | $ | 101,505,825 | ||
| 12/15/23 | $ | 97,042,601 | ||
| 6/15/24 | $ | 92,544,163 | ||
| 12/15/24 | $ | 88,010,232 | ||
| 6/15/25 | $ | 83,440,528 | ||
| 12/15/25 | $ | 78,834,769 | ||
| 6/15/26 | $ | 74,192,671 | ||
| 12/15/26 | $ | 69,513,947 | ||
| 6/15/27 | $ | 64,798,307 | ||
| 12/15/27 | $ | 60,045,461 | ||
| 6/15/28 | $ | 55,255,115 | ||
| 12/15/28 | $ | 50,426,973 | ||
| 6/15/29 | $ | 45,560,737 | ||
| 12/15/29 | $ | 40,656,107 | ||
| 6/15/30 | $ | 35,712,779 | ||
| 12/15/30 | $ | 30,730,448 | ||
| 6/15/31 | $ | 25,708,807 | ||
| 12/15/31 | $ | 20,647,545 | ||
| 6/15/32 | $ | 15,546,350 | ||
| 12/15/32 | $ | 10,404,906 | ||
| 6/15/33 | $ | 5,222,896 | ||
| 12/15/33 | $ | - | ||
Subject to the terms and conditions in the underwriting agreement among us, Wisconsin Electric Power Company and the underwriters, for whom Barclays Capital Inc. is acting as representative, we have agreed to sell to the underwriters, and the underwriters have severally agreed to purchase, the principal amount of the bonds listed opposite each underwriter’s name below:
| Underwriter | Tranche A | |||
| Barclays Capital Inc. | $ | 95,052,000 | ||
| Drexel Hamilton, LLC | $ | 23,762,000 | ||
| Total | $ | 118,814,000 | ||
The underwriters may allow, and dealers may reallow, a discount not to exceed the percentage listed below:
| Selling Concession | Reallowance Discount | |||||||
| Tranche A | 0.240 | % | 0.120 | % |
After the initial public offering, the public offering prices, selling concessions and reallowance discounts may change.
Wisconsin Electric Power Company and the Issuing Entity have filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents Wisconsin Electric Power Company and the Issuing Entity have filed with the SEC as exhibits to the registration statement for more complete information about the Issuing Entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, Wisconsin Electric Power Company, the Issuing Entity, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll free at 1-888-603-5847.