Filed Pursuant to Rule 433
Registration No. 333-230656
Free Writing Prospectus dated October 29, 2019
DTE ENERGY COMPANY
PRICING TERM SHEET
| Issuer: | DTE Energy Company | |||
| Security: | 2019 Series G 2.25% Senior Notes due 2022 (the “2022 Notes”) | 2019 Series H 2.95% Senior Notes due 2030 (the “2030 Notes”) | ||
| Legal Format: | SEC Registered | SEC Registered | ||
| Principal Amount: | $500,000,000 | $300,000,000 | ||
| Maturity Date: | November 1, 2022 | March 1, 2030 | ||
| Interest Payment Dates: | May 1 and November 1, commencing on May 1, 2020 | March 1 and September 1, commencing on March 1, 2020 | ||
| Benchmark Treasury: | 1.375% due October 15, 2022 | 1.625% due August 15, 2029 | ||
| Benchmark Treasury Price/Yield: | 99-06+/1.652% | 98-03+/1.837% | ||
| Spread to Benchmark Treasury: | +65 basis points | +115 basis points | ||
| Yield to Maturity: | 2.302% | 2.987% | ||
| Coupon: | 2.25% | 2.95% | ||
| Price to Public: | 99.851% | 99.676% | ||
| Optional Redemption: | The 2022 Notes will be redeemable in whole at any time or in part from time to time, at a redemption price equal to the greater of (i) 100% of the principal amount of the 2022 Notes being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest discounted on a semi-annual basis at the Adjusted Treasury Rate, plus 10 basis points; plus in either case, accrued and unpaid interest to the redemption date. | Prior to December 1, 2029 (the “Par Call Date”), the 2030 Notes will be redeemable in whole at any time or in part from time to time, at a redemption price equal to the greater of (i) 100% of the principal amount of the 2030 Notes being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest that would be due if the 2030 Notes matured on the Par Call Date discounted on a semi-annual basis at the Adjusted Treasury Rate, plus 20 basis points; plus in either case, accrued and unpaid interest to the redemption date. On or after the Par Call Date, the 2030 Notes will be redeemable at a redemption price equal to 100% of the principal amount of notes being redeemed, plus accrued and unpaid interest to the redemption date. | ||
| Special Mandatory Redemption: | The offering of the 2022 Notes is not conditioned upon the completion of the Transaction (as described in the Preliminary Prospectus Supplement dated October 29, 2019), which, if completed, will occur subsequent to the closing of the offering of the 2022 Notes. Upon the occurrence of a Special Mandatory Redemption Trigger (as described in the Preliminary Prospectus Supplement dated October 29, 2019), the Issuer will be required to redeem the 2022 Notes, in whole, at a redemption price equal to 101% of the aggregate principal amount of the 2022 Notes being redeemed, plus accrued and unpaid interest on the aggregate principal amount of the 2022 Notes being redeemed to, but excluding, the date of such redemption. | The offering of the 2030 Notes is not conditioned upon the completion of the Transaction (as described in the Preliminary Prospectus Supplement dated October 29, 2019), which, if completed, will occur subsequent to the closing of the offering of the 2030 Notes. Upon the occurrence of a Special Mandatory Redemption Trigger (as described in the Preliminary Prospectus Supplement dated October 29, 2019), the Issuer will be required to redeem the 2030 Notes, in whole, at a redemption price equal to 101% of the aggregate principal amount of the 2030 Notes being redeemed, plus accrued and unpaid interest on the aggregate principal amount of the 2030 Notes being redeemed to, but excluding, the date of such redemption. | ||
| Special Optional Redemption: | The 2022 Notes may also be redeemed at the Issuer’s option, in whole, at any time before July 1, 2020, at a redemption price equal to 101% of the aggregate principal amount of the 2022 Notes being redeemed, plus accrued and unpaid interest on the aggregate principal amount of such 2022 Notes being redeemed to, but excluding, the date of such redemption, if, in the Issuer’s judgment, the Transaction will not be consummated on or before July 1, 2020. | The 2030 Notes may also be redeemed at the Issuer’s option, in whole, at any time before July 1, 2020, at a redemption price equal to 101% of the aggregate principal amount of the 2030 Notes being redeemed, plus accrued and unpaid interest on the aggregate principal amount of such 2030 Notes being redeemed to, but excluding, the date of such redemption, if, in the Issuer’s judgment, the Transaction will not be consummated on or before July 1, 2020. | ||
| Trade Date: | October 29, 2019 | October 29, 2019 | ||
| Settlement Date: | T+5; November 5, 2019 | T+5; November 5, 2019 | ||
| CUSIP / ISIN: | 233331 BE6 / US233331BE67 | 233331 BF3 / US233331BF33 | ||
| Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | $2,000 and integral multiples of $1,000 in excess thereof | ||
| Anticipated Ratings (Moody’s/S&P/Fitch):* | Baa2 (Stable) / BBB (Stable) / BBB+ (Negative Watch) | Baa2 (Stable) / BBB (Stable) / BBB+ (Negative Watch) | ||
| Joint Book-Running Managers: | Barclays Capital Inc. Citigroup Global Markets Inc. Scotia Capital (USA) Inc. BofA Securities, Inc. J.P. Morgan Securities LLC Wells Fargo Securities, LLC | Barclays Capital Inc. Citigroup Global Markets Inc. Scotia Capital (USA) Inc. BofA Securities, Inc. J.P. Morgan Securities LLC Wells Fargo Securities, LLC | ||
| SeniorCo-Managers: | 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. | 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. | ||
| Co-Managers: | Comerica Securities, Inc. PNC Capital Markets LLC The Williams Capital Group, L.P. | Comerica Securities, Inc. PNC Capital Markets LLC The Williams Capital Group, L.P. | ||
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. 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 this offering. You may get these documents for free by visiting EDGAR on the SEC Web site atwww.sec.gov. Alternatively, the issuer, 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. at (888)603-5847; Citigroup Global Markets Inc. at (800)831-9146; Scotia Capital (USA) Inc. at (800)372-3930; BofA Securities, Inc. at (800)294-1322; J.P. Morgan Securities LLC at1-212-834-4533 or Wells Fargo Securities, LLC at (800)326-5897.
This communication should be read in conjunction with the Preliminary Prospectus Supplement and the accompanying prospectus. The information in this communication supersedes the information in the Preliminary Prospectus Supplement and the accompanying prospectus to the extent inconsistent with the information in the Preliminary Prospectus Supplement and the accompanying prospectus.
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