| Issuer: | Wisconsin Energy Corporation |
|
| Security: | 2007 Series A Junior Subordinated Notes due 2067 |
|
| Principal Amount: | $500,000,000 |
|
| Maturity: | May 15, 2067 |
|
| Interest Rate During Fixed Rate Period: | From
Settlement Date to May 15, 2017, at the annual rate of 6.25%, payable
semi-annually in arrears on May 15 and November 15 of each year, beginning November
15, 2007. |
|
| Interest Rate During Floating Rate Period: | From May 15, 2017 to maturity at a floating rate based on the Three-Month LIBOR Rate
plus 211.25 basis points, reset quarterly, payable quarterly in arrears on February 15,
May 15, August 15 and November 15 of each year, beginning August 15, 2017. |
|
| Optional Deferral: | Maximum of 10 consecutive years per deferral. |
|
| Initial Price to Public: | 99.734% |
|
| Benchmark Treasury: | UST
4.625% due February 15, 2017 |
|
| Benchmark Yield: | 4.636% |
|
| Spread to Benchmark Treasury: | +165 basis points |
|
| Reoffer Yield: | 6.286% |
|
| Make-Whole Call: | Redeemable in whole or in part at the option of the Issuer at any time at the
following applicable redemption price: |
| • | before May 15, 2017, the greater of (i)
100% of the principal amount of the Notes
being redeemed or (ii) the sum of the
present value of each scheduled payment of
principal and interest on the Notes from the
redemption date to May 15, 2017, discounted
to the redemption date on a semi-annual
basis (assuming a 360-day year consisting of
twelve 30-day months) at a discount rate
equal to the Treasury Rate plus 25 basis
points, in each case plus accrued and unpaid
interest to the redemption date; or |
| • | on or after May 15, 2017, 100% of the
principal amount of the Notes, plus any
accrued and unpaid interest to the
redemption date. |
| Tax Event Call: | Before May 15, 2017, redeemable in
whole, but not in part, at any time
within 90 days after the occurrence
and continuation of a Tax Event, at
the greater of (i) 100% of the
principal amount of the Notes being
redeemed or (ii) the sum of the
present value of each scheduled
payment of principal and interest on
the Notes from the redemption date
to May 15, 2017, discounted to the
redemption date on a semi-annual
basis (assuming a 360-day year
consisting of twelve 30-day months)
at a discount rate equal to the
Treasury Rate plus 50 basis points,
in each case plus accrued and unpaid
interest to the redemption date. |
|
| Rating Agency Event Call: | Before May 15, 2017, redeemable in
whole or in part, at any time
following the occurrence and
continuation of a Rating Agency
Event, at the greater of (i) 100% of
the principal amount of the Notes
being redeemed or (ii) the sum of
the present value of each scheduled
payment of principal and interest on
the Notes from the redemption date
to May 15, 2017, discounted to the
redemption date on a semi-annual
basis (assuming a 360-day year
consisting of twelve 30-day months)
at a discount rate equal to the
Treasury Rate plus 50 basis points,
in each case plus accrued and unpaid
interest to the redemption date. |
|
| Replacement Capital Covenant: | A Replacement Capital Covenant will
apply until May 15, 2037. |
|
| Trade Date: | May 8, 2007 |
|
| Expected Settlement Date: | May 11, 2007 (T+3) |
|
| Ratings* (Moody’s/S&P/Fitch): | Baa1/BBB-/BBB+ |
|
| CUSIP: | 976657AH9 |
|
Joint Book-Running Managers and Joint
Structuring Advisors:
|
J.P. Morgan Securities Inc. Citigroup Global Markets Inc. |
|
| Co-Managers: | Banc of America Securities LLC Deutsche Bank Securities Inc. |
| * | 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. |