Exhibit 1.1
WISCONSIN PUBLIC SERVICE CORPORATION
DEBT SECURITIES
UNDERWRITING AGREEMENT
New York, New York
November 10, 2021
To the Underwriters set forth on Schedule A hereto
Ladies and Gentlemen:
Wisconsin Public Service Corporation,
a Wisconsin corporation (the “Company”), proposes to issue and sell to one or more underwriters (collectively, the
“Underwriters”) named in Schedule A to this underwriting agreement (this “Agreement”) $450,000,000
aggregate principal amount of the Senior Notes, 2.85% Series Due December 1, 2051 (the “Securities”). The
Securities will be issued under an indenture, dated as of December 1, 1998, between the Company and U.S. Bank National Association
(as successor to Firstar Bank Milwaukee, N.A.), as Trustee (the “Trustee”), as amended and supplemented to the date
hereof (the “Original Indenture”) and to be further supplemented by the Fourteenth Supplemental Indenture dated as
of November 18, 2021, creating the series in which the Securities are to be issued (the “Supplemental Indenture to the Indenture”).
The term “Indenture”, as used herein, means the Original Indenture as supplemented by the Supplemental Indenture to the Indenture.
The Company understands that
the Underwriters propose to make a public offering of the Securities as soon as their representatives identified on Schedule A hereto
(the “Representatives”) deem advisable after this Agreement has been executed and delivered.
SECTION 1. Representations
and Warranties.
(a) Representations
and Warranties by the Company. The Company represents and warrants to each Underwriter and agrees with each Underwriter, as follows:
(i) Compliance
with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as
amended (the “1933 Act”). The Company has filed with the Securities and Exchange Commission (the
“Commission”) a registration statement on such Form (File No. 333-256593), which has become effective
(including information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to
Rule 430A under the 1933 Act), for the registration under the 1933 Act of the Securities; and no stop order suspending its
effectiveness has been issued and no proceeding for that purpose or pursuant to Section 8A of the 1933 Act against the Company
or related to the offering has been initiated or, to the best knowledge of the Company, threatened by the Commission. Such
registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the 1933 Act and complies in all other
material respects with said Rule, and as amended at the date of this Agreement, including the exhibits thereto, and the information
deemed a part thereof pursuant to Rule 430B(f)(1) under the 1933 Act on the date of such registration statement’s
effectiveness for purposes of Section 11 of the 1933 Act, as such section applies to the Company and the Underwriters
for the Securities pursuant to Rule 430B(f)(2) under the 1933 Act (the “Effective Date”), is
hereinafter called the “Registration Statement.” The form of prospectus included in such Registration Statement is
hereinafter called the “Basic Prospectus,” and the Basic Prospectus, as supplemented by the preliminary prospectus
supplement dated November 10, 2021 relating to the Securities, in the form filed with the Commission pursuant to
Rule 424(b) under the 1933 Act (the “Preliminary Prospectus Supplement”), is hereinafter referred to as
the “Preliminary Prospectus.” The Basic Prospectus, as amended or supplemented in final form, including by a prospectus
supplement relating to the Securities in the form in which it is filed with the Commission pursuant to Rule 424(b) under
the 1933 Act (the “Prospectus Supplement”), is hereinafter referred to as the “Prospectus.” The
Company will file with the Commission the Prospectus Supplement in accordance with Rule 424(b). As filed, the Prospectus
Supplement, together with the Basic Prospectus and any documents incorporated by reference therein, shall contain all information
required by the 1933 Act and the rules thereunder, and, except to the extent the Representatives shall agree in writing to a
modification, the Prospectus Supplement shall be in all substantive respects in the form furnished to the Representatives prior to
the Applicable Time (as defined below) or, to the extent not completed at the Applicable Time, shall contain only such specific
additional information and other changes (beyond that contained in the Basic Prospectus and any Preliminary Prospectus) as the
Company has advised the Representatives, prior to the Applicable Time, will be included or made therein. Any reference herein to the
Registration Statement, the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include
the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange
Act of 1934, as amended (the “1934 Act”), on or before the date of this Agreement, or the issue date of the Basic
Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and any reference herein to the terms
“amend,” “amendment” or “supplement” with respect to the Registration Statement, the Basic
Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the filing of any document under
the 1934 Act after the date of this Agreement, or the issue date of the Basic Prospectus, any Preliminary Prospectus or the
Prospectus, as the case may be, deemed to be incorporated therein by reference.
“Applicable Time”
shall mean 2:40 P.M. (New York City time) on the date of this Agreement.
(ii) No
Misstatements or Omissions. (i) As of the Effective Date and as of the applicable effective date of any subsequent
amendment to the Registration Statement (including the filing of any document incorporated by reference in the Registration
Statement) that becomes effective prior to the Closing Time (as defined in Section 2(b)), the Registration Statement, as then
amended as of any such time, and the Indenture, complied or will comply, as the case may be, in all material respects with the
applicable requirements of the 1933 Act, the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the
1934 Act and the respective rules thereunder, (ii) as of the date hereof, and as of the date of any further supplement to
the Prospectus, the Prospectus, as then amended or supplemented as of any such time, will comply in all material respects with the
applicable requirements of the 1933 Act, the 1939 Act and the 1934 Act and the respective rules thereunder, (iii) as of
the Effective Date and as of the applicable effective date of any subsequent amendment to the Registration Statement that becomes
effective prior to the Closing Time, the Registration Statement, as then amended as of such time, did not or will not contain any
untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to
make the statements therein not misleading, (iv) the Disclosure Package (as defined below) does not, and at the Applicable Time
and at the Closing Time, will not contain any untrue statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (v) as
of the date hereof, as of the date of any further supplement to the Prospectus and as of the Closing Time, the Prospectus, as then
amended or supplemented as of such time, did not or will not contain any untrue statement of material fact or omit to state any
material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not
misleading; provided, however, that the Company makes no representations or warranties as to (i) that part of the
Registration Statement which shall constitute the Statement of Eligibility on Form T-1 under the 1939 Act of the Trustee (the
“Form T-1”) or (ii) the information contained in or omitted from the Registration Statement or the
Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished in writing
to the Company by or on behalf of any Underwriter through the Representatives specifically for use in the Registration Statement and
the Prospectus.
“Disclosure Package”
shall mean (i) the Basic Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Applicable Time, (iii) the
Issuer Free Writing Prospectuses, if any, identified in Schedule B hereto, and (iv) any other Free Writing Prospectus that the parties
hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.
“Free Writing Prospectus”
shall mean a free writing prospectus, as defined in Rule 405.
“Issuer Free Writing
Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433.
(iii) Free
Writing Prospectuses. At the determination date for purposes of the Securities within the meaning of Rule 164(h) under the
1933 Act, the Company was not an “ineligible issuer” as defined in Rule 405 under the 1933 Act. Any Free Writing Prospectus
that the Company is required to file pursuant to Rule 433(d) under the 1933 Act has been, or will be, filed with the Commission
in accordance with the requirements of the 1933 Act and the applicable rules and regulations of the Commission thereunder. Each Free
Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the 1933 Act or that was
prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements
of the 1933 Act and the applicable rules and regulations of the Commission thereunder and does not and will not include anything
that conflicts with the information contained or incorporated by reference in the Registration Statement, the Preliminary Prospectus or
the Prospectus. Except for the Free Writing Prospectuses, if any, identified in Schedule B hereto, the Company has not prepared, used
or referred to, and will not, without the Representatives’ prior consent, prepare, use or refer to, any Free Writing Prospectus.
(iv) Authorization
of Agreement. This Agreement has been duly authorized, executed and delivered by the Company.
(v) Authorization
of the Indenture. The Original Indenture has been duly authorized, executed and delivered by the Company; the Supplemental Indenture
to the Indenture has been duly authorized by the Company and, at the Closing Time, will have been duly executed and delivered by the Company;
the Indenture has been duly qualified under the 1939 Act and constitutes a valid and binding agreement of the Company, enforceable against
the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without
limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’
rights generally, general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) or
an implied covenant of good faith and fair dealing.
(vi) Authorization
of the Securities. The Securities have been duly authorized and, at the Closing Time, will have been duly executed by the Company
and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase
price therefor as provided in this Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company
in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation,
all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights
generally, general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) or an implied
covenant of good faith and fair dealing, and will be in the form contemplated by, and entitled to the benefits of, the Indenture.
(vii) Description
of the Securities and the Indenture. The Securities and the Indenture will conform in all material respects to the respective statements
relating thereto contained in the Disclosure Package and the Prospectus and will be in substantially the respective forms filed or incorporated
by reference, as the case may be, as exhibits to the Registration Statement.
(viii) Absence
of Defaults and Conflicts. The Company is not in violation of its charter or by-laws or in default in the performance or
observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan
or credit agreement, note, lease or other agreement or instrument to which the Company is a party or by which it may be bound or to
which any of the property or assets of the Company is subject (collectively, “Agreements and Instruments”) except
for such defaults as would not have a material adverse effect on the condition, financial or otherwise, or on the earnings, business
affairs or business prospects of the Company and its consolidated subsidiaries, if any, considered as one enterprise, whether or not
arising in the ordinary course of business (a “Material Adverse Effect”); and the execution, delivery and
performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement
(including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the
Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its
obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without
the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as
defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the
Company pursuant to, the Agreements and Instruments (except for such conflicts, breaches, Repayment Events or defaults or liens,
charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the
provisions of the charter or by-laws of the Company or any applicable law, statute, rule, regulation, judgment, order, writ or
decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of
its assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the
holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to
require the repurchase, redemption or repayment (through acceleration or otherwise), in each case prior to its stated maturity, of
all or a portion of such indebtedness by the Company.
(ix) Absence
of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree
of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder,
in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by
this Agreement, except such as have been already obtained or as may be required under the 1933 Act or the rules and regulations of
the Commission thereunder (the “1933 Act Regulations”) or state securities laws.
(x) Investment Company
Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds
therefrom as described in the Disclosure Package and the Prospectus will not be, an “investment company” or an entity “controlled”
by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended (the “1940
Act”).
(xi) Independent
Public Accountants. The registered public accounting firm that certified the audited financial statements of the Company included
in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, which are incorporated by reference
in the Registration Statement, Disclosure Package and Prospectus, is an independent registered public accounting firm as required by the
1933 Act and the 1933 Act Regulations.
(xii) State
Regulatory Approvals. The Company has obtained all requisite approvals of the Public Service Commission of Wisconsin (the “PSCW”)
and the Iowa Utilities Board, if any, for the issuance and sale by the Company of the Securities to the Underwriters under this Agreement.
(xiii) OFAC.
Neither the Company nor, to the knowledge of the Company, any director, officer, agent, employee or subsidiary of the Company is a
person currently listed on any publicly available sanctions-related list of designated persons maintained by the Office of Foreign
Asset Control of the U.S. Treasury Department on its official website, xxxx://xxx.xxxxxxxx.xxx/xxxxxxxx-xxxxxx/xxxxxxxxx/, or
any replacement website (a “Sanctioned Person”); and the Company will not directly or indirectly use the proceeds
of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other
person or entity, for the purpose of financing activities of any Sanctioned Person.
(b) Officer’s
Certificates. Any certificate signed by any officer of the Company delivered to the Representatives or to counsel for the Underwriters
shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.
SECTION 2. Sale
and Delivery to Underwriters; Closing.
(a) Securities.
On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company
agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from
the Company, at a price equal to 98.944% of the principal amount thereof, the principal amount of Securities set forth in Schedule A opposite
the name of such Underwriter, plus any additional amount of Securities which such Underwriter may become obligated to purchase pursuant
to the provisions of Section 10 hereof.
(b) Payment.
Payment of the purchase price for, and delivery of certificates representing, the Securities shall be made at the headquarters of the
Company’s parent company, WEC Energy Group, Inc., 000 X. Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000, or at such other place
as shall be agreed upon by the Representatives and the Company at 8:00 A.M. (Central Time) on November 18, 2021 (unless postponed
in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be
agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”).
Payment shall be made to the
Company by wire transfer of immediately available or next day funds as set forth in Schedule A to a bank account(s) designated by
the Company against delivery (to or for the account of the Representatives for the respective accounts of the Underwriters) of certificates
representing the Securities to be purchased by them. It is understood that each Underwriter has authorized BofA Securities, Inc.,
for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to
purchase.
(c) Denominations;
Registration. The delivery of the Securities shall be made in fully registered form, registered in the name of CEDE & CO.,
to the offices of The Depository Trust Company in New York, New York or its designee, and the Representatives shall accept such delivery.
The certificates representing the Securities will be made available for examination by the Representatives not later than 11:00 A.M. (Central
Time) on the business day prior to the Closing Time.
(d) Free
Writing Prospectuses. Each Underwriter, severally and not jointly, agrees that, except for the information contained in the Free
Writing Prospectuses identified in Schedule B hereto, or any free writing prospectus that is not required to be filed by the
Company pursuant to Rule 433 under the 1933 Act, such Underwriter has not prepared, used or referred to, and will not, without
the Company’s prior consent, prepare, use or refer to, any Free Writing Prospectus.
SECTION 3. Covenants
of the Company. The Company covenants with each Underwriter as follows:
(a) Compliance
with Securities Regulations and Commission Requests. The Company, subject to Section 3(c), will prepare the Prospectus in a form
approved by the Representatives and file such Prospectus pursuant to Rule 424(b) within the time prescribed under Rule 424(b) and
will notify the Representatives immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration
Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the
receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement
or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use that has been received by the
Company or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the
Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or
pursuant to Section 8A of the 1933 Act against the Company or related to the offering. The Company will promptly effect the filings
necessary pursuant to Rule 424(b) and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus
transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will
promptly file such prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop
order is issued or any notice objecting to the use of the Registration Statement is issued, to obtain the lifting thereof at the earliest
possible moment. The Company will prepare a final term sheet, which shall be previously approved by the Representatives, and will file
such pricing term sheet pursuant to Rule 433(d) under the 1933 Act within the time period prescribed by such Rule.
(b) Disclosure
Package. If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b), any event occurs as a result of which
the Disclosure Package would include any untrue statement of a material fact or omit to state any material fact necessary to make the
statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading, the
Company will (i) notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented;
(ii) amend or supplement the Disclosure Package to correct such statement or omission; and (iii) supply any amendment or supplement
to you in such quantities as the Representatives may reasonably request.
(c) Filing
of Amendments. At any time when a prospectus is required to be delivered in connection with sales of Securities under the 1933
Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), the Company will give the
Representatives notice of its intention to file or prepare any amendment to the Registration Statement or any amendment,
supplement or revision to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the
Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may
be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably
object.
(d) Delivery
of Registration Statements. The Company has furnished or will deliver to the Representatives and counsel for the Underwriters, without
charge, two reproduced copies of an original signed copy of the Registration Statement as originally filed and of each amendment thereto
(including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference
therein) and one reproduced copy of an original signed copy of all consents and certificates of experts, and will also deliver to the
Representatives, without charge, a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without
exhibits) for each of the Underwriters. The copies of the Registration Statement and each amendment thereto furnished to the Representatives
will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering,
Analysis and Retrieval System (“XXXXX”) except to the extent permitted by Regulation S-T under the 1933 Act.
(e) Delivery
of Prospectuses. The Company has delivered to each Underwriter, without charge, as many copies of any Preliminary Prospectus relating
to the Securities as such Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted
by the 1933 Act. The Company will furnish to each Underwriter, without charge, during the period when the Prospectus is required to be
delivered under the 1933 Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), such number
of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request. The Prospectus and any amendments
or supplements thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the
Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T under the 1933 Act.
(f) Continued
Compliance with Securities Laws. The Company will comply with the 1933 Act and the 1933 Act Regulations and the 1934 Act and the
rules and regulations of the Commission thereunder (the “1934 Act Regulations”) so as to permit the
completion of the distribution of the Securities as contemplated in this Agreement and in the Prospectus. If at any time when a
prospectus is required by the 1933 Act to be delivered in connection with sales of the Securities (including in circumstances where
such requirement may be satisfied pursuant to Rule 172), any event shall occur or condition shall exist as a result of which it
is necessary, in the reasonable opinion of counsel for the Underwriters or for the Company, to amend the Registration Statement or
amend or supplement the Prospectus in order that the Prospectus will not include any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at
the time it is delivered to a purchaser, or if it shall be necessary, in the reasonable opinion of such counsel, at any such time to
amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or
the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(c), such
amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement or the
Prospectus comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment
or supplement as the Underwriters may reasonably request.
(g) Blue
Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities
for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives
may reasonably designate and to maintain such qualifications in effect for a period of not less than one year from the date of this Agreement;
provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a
foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation
in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities
have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue
such qualification in effect for a period of not less than one year from the date of this Agreement.
(h) Rule 158.
The Company will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to its securityholders
as soon as practicable an earnings statement for the purposes of, and to provide the benefits contemplated by, the last paragraph of Section 11(a) of
the 1933 Act.
(i) Use
of Proceeds. The Company will use the net proceeds received by it from the sale of the Securities in the manner specified in the Disclosure
Package and the Prospectus under “Use of Proceeds.”
(j) Restriction
on Sale of Securities. Until the business day following the Closing Time, the Company will not, without the prior written consent
of the Representatives, sell or contract to sell or announce the offering of, any debt securities of the Company with characteristics
and terms similar to those of the Securities.
(k) Reporting
Requirements. The Company, during the period when the Prospectus is required to be delivered under the 1933 Act, will file all documents
required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations.
SECTION 4. Payment
of Expenses.
(a) Expenses.
The Company will pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including
(i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits and the
Form T-1) as originally filed and of each amendment thereto, (ii) the preparation, printing, reproduction and delivery to
the Underwriters of this Agreement, any agreement among Underwriters, the Indenture and such other documents as may be required in
connection with the offering, purchase, sale, issuance or delivery of the Securities, (iii) the preparation, issuance and
delivery of the certificates representing the Securities to the Underwriters, including any transfer taxes and any stamp or other
duties payable upon the sale, issuance or delivery of the Securities to the Underwriters, (iv) the fees and
disbursements of the Company’s counsel, other advisors and registered public accountants, (v) the qualification of the
Securities under securities laws in accordance with the provisions of Section 3(g) hereof, including filing fees and the
reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation,
reproduction and delivery to the Underwriters of any blue sky or legal investment survey (provided that such fees and disbursements
shall not exceed $3,000), (vi) the printing and delivery to the Underwriters of copies of each Preliminary Prospectus, each
Issuer Free Writing Prospectus and of the Prospectus and any amendments or supplements thereto, (vii) the fees and expenses of
the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities,
(viii) any fees payable in connection with the rating of the Securities and (ix) the fees and expenses incurred in
connection with the listing, if applicable, of the Securities on any exchange.
(b) Termination
of Agreement. If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 9(a)(i) hereof,
the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements
of counsel for the Underwriters.
SECTION 5. Conditions
of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations
and warranties of the Company contained in Section 1(a) hereof or in certificates of any officer of the Company delivered pursuant
to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further
conditions:
(a) Effectiveness
of Registration Statement. The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) within the applicable
time period prescribed for such filing by the 1933 Act Regulations and in accordance with Section 3(a) hereof; and no stop order
suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose
or pursuant to Section 8A of the 1933 Act against the Company or related to the offering shall have been initiated or threatened
by the Commission. The pricing term sheet contemplated by Section 3(a) hereto, and any other material required to be filed by
the Company pursuant to Rule 433(d) under the 1933 Act, shall have been filed by the Company with the Commission within the
applicable time period prescribed for such filing by Rule 433 under the 1933 Act.
(b) Opinion
and Disclosure Letter of Counsel for Company. At Closing Time, the Representatives shall have received the favorable opinion and
disclosure letter, each dated as of Closing Time, of (i) Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP, counsel for the Company, to the
effect set forth in Exhibit A-1 hereto and (ii) Xxxxxx X. Xxxxxxxx, Esq., the Vice President and Deputy General
Counsel of WEC Business Services LLC, to the effect set forth in Exhibit A-2 hereto, each in form and substance satisfactory to
the Representatives and to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the
other Underwriters and addressed to the Underwriters and to such further effect as the Representatives and counsel to the
Underwriters may reasonably request. In giving such opinion, Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP may rely, as to all matters
governed by the laws of jurisdictions other than the federal law of the United States, upon the opinions of counsel
satisfactory to the Representatives. In giving such opinion, Xxxxxx X. Xxxxxxxx may rely, as to all matters governed by the laws of
jurisdictions other than the law of the State of Wisconsin and the federal law of the United States, upon the opinions of counsel
satisfactory to the Representatives, which shall include an opinion of Nyemaster Xxxxx, P.C., Iowa Counsel to the Company. Such
counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper,
upon certificates of officers of the Company, the Trustee and public officials.
(c) Opinion
and Disclosure Letter of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion
and disclosure letter, each dated as of Closing Time, of Hunton Xxxxxxx Xxxxx LLP, the counsel for the Underwriters, together with signed
or reproduced copies of such opinion and letter for each of the other Underwriters and addressed to the Underwriters with respect to such
matters as the Representatives may reasonably request. In giving such opinion such counsel may rely, as to all matters governed by the
laws of jurisdictions other than the law of the State of New York and the federal law of the United States, upon the opinions of counsel
for the Company, including such counsel referred to above in Section 5(b) hereof, or other counsel satisfactory to the Representatives.
Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper,
upon certificates of officers of the Company, and certificates of the Trustee and public officials.
In addition, such counsel
shall state in the disclosure letter that they have participated in conferences with officers and other representatives of the
Company, representatives of and counsel to the Underwriters and representatives of the independent public accountants for the
Company at which conferences the contents of the Prospectus, the Registration Statement and the Disclosure Package and related
matters were discussed, and that given the limitations inherent in the role of outside counsel and the character of determinations
involved in the preparation of such documents, such counsel are not passing upon and do not assume any responsibility for the
accuracy, completeness or fairness of the statements contained in the Registration Statement, the Disclosure Package or the
Prospectus and have made no independent check or verification thereof (except as otherwise indicated in such letter). Such counsel
shall further state that, on the basis of the foregoing, no facts have come to their attention that lead them to believe that the
Registration Statement, as of the date of the Underwriting Agreement, or any subsequent amendment thereto, at the time such
amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, that the Prospectus, as of its date or as of the Closing
Time, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading or the Disclosure
Package, taken together as a whole, as of the Applicable Time, contained an untrue statement of a material fact or omitted to state
a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading (it being understood that such counsel express no comment with respect to the Form T-1, the financial statements,
including the notes thereto, or any other financial or statistical data set forth, incorporated by reference or referred to in (or
omitted from) the Registration Statement, the Prospectus or the Disclosure Package or the information contained in the Registration
Statement under the caption “Certain Terms of the Notes – Book-Entry Only Issuance – The Depository Trust
Company”).
(d) Officer’s
Certificate. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information
is given in the Prospectus or the Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the
earnings, business affairs or business prospects of the Company and its consolidated subsidiaries, if any, considered as one enterprise,
whether or not arising in the ordinary course of business, from that set forth in the Prospectus and the Disclosure Package (a “Material
Adverse Change”), and the Representatives shall have received a certificate of the President or a Vice President of the Company
and of the chief financial officer, chief accounting officer or treasurer of the Company, dated as of Closing Time, to the effect that
(i) there has been no such Material Adverse Change, (ii) the representations and warranties in Section 1(a) hereof
are true and correct in all material respects, with the same force and effect as though expressly made at and as of Closing Time, (iii) the
Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing
Time, and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that
purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering have been instituted or are pending
or are, to the knowledge of such officers, contemplated by the Commission.
(e) Accountant’s
Comfort Letter. At the time this Agreement is executed and delivered by the parties hereto, the Representatives shall have received
a letter dated the date hereof from the Company’s independent public accountants for the periods covered by their respective reports
included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus (and the applicable
interim periods), in form and substance satisfactory to the Representatives and to counsel for the Underwriters, together with signed
or reproduced copies of such letter for each of the other Underwriters and addressed to the Underwriters containing statements and information
of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements
and certain financial information contained in the Registration Statement, the Preliminary Prospectus and the Prospectus.
(f) Bring-down
Comfort Letter. At Closing Time, the Representatives shall have received from the Company’s independent public accountants referred
to in subsection (e) of this Section, a letter dated as of the Closing Time, together with signed or reproduced copies of such letter
for each of the other Underwriters and addressed to the Underwriters, to the effect that they reaffirm the statements made in the letter
furnished pursuant to subsection (e) of this Section, except that the specified date referred to shall be a date not more than three
business days prior to Closing Time.
(g) Maintenance
of Rating. At Closing Time, the Securities shall be rated by each of Xxxxx’x Investors Service, Inc.
(“Moody’s”), S&P Global Ratings, a division of S&P Global Inc. (“S&P”) and
Fitch Ratings, Inc. (“Fitch”), as set forth in the Issuer Free Writing Prospectus identified in Schedule B
hereto. Since the Applicable Time, (i) there shall not have occurred a downgrading in the rating assigned to the
Securities or any of the Company’s other debt securities by Moody’s, S&P or Fitch, and (ii) no such
organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating
of the Securities or any of the Company’s other debt securities.
(h) Additional
Documents. At Closing Time, counsel for the Underwriters shall have been furnished with such documents and opinions as they reasonably
may require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated, or in order
to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and
all proceedings taken by the Company in connection with the issuance and sale of the Securities as herein contemplated shall be satisfactory
in form and substance to the Representatives and counsel for the Underwriters.
(i) Termination
of Agreement. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled,
this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to Closing Time and such termination
shall be without liability of any party to any other party except as provided in Section 4 and except that Sections 6 and 7 shall
survive any such termination and remain in full force and effect.
SECTION 6. Indemnification.
(a) Indemnification
of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter
within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:
(i) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom
of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue
statement or alleged untrue statement of a material fact included in any Preliminary Prospectus, the Disclosure Package, the Prospectus
or any Issuer Free Writing Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement
of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever
based upon any such untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected
with the written consent of the Company; and
(iii) against any
and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Representatives),
reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, to
the extent that any such expense is not paid under (i) or (ii) above;
provided,
however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising
out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information
furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment
thereto) or any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto);
and provided, further, that the indemnity agreement in this paragraph (a) with respect to the Preliminary Prospectus and other
information included in the Disclosure Package shall not inure to the benefit of any Underwriter from whom the person asserting any such
losses, claims, damages or other liabilities purchased Securities, or any person controlling such Underwriter, to the extent that (i) prior
to the Applicable Time the Company shall have notified such Underwriter that the Preliminary Prospectus or other information included
in the Disclosure Package contains an untrue statement of material fact or omits to state therein a material fact required to be stated
therein in order to make the statements therein not misleading, (ii) such untrue statement or omission of a material fact was corrected
in an amended or supplemented Preliminary Prospectus or, where permitted by law, an Issuer Free Writing Prospectus and such corrected
Preliminary Prospectus or Issuer Free Writing Prospectus was provided to such Underwriter and filed with the Commission far enough in
advance of the Applicable Time so that such corrected Preliminary Prospectus or Issuer Free Writing Prospectus could have been conveyed
to such person prior to the Applicable Time, (iii) such corrected Preliminary Prospectus or Issuer Free Writing Prospectus (excluding
any document then incorporated or deemed incorporated therein by reference) was not conveyed to such person at or prior to the Applicable
Time, and (iv) such loss, claim, damage or liability would not have occurred had the corrected Preliminary Prospectus or Issuer Free
Writing Prospectus (excluding any document then incorporated or deemed incorporated therein by reference) been conveyed to such person
prior to the Applicable Time. This indemnity agreement will be in addition to any liability which the Company may otherwise have.
(b) Indemnification
of Company, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company,
its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense
described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the Registration Statement, or any amendment thereto, or any Preliminary
Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto) in reliance
upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for
use in the Registration Statement (or any amendment thereto) or such Preliminary Prospectus, the Disclosure Package, the Prospectus or
any Issuer Free Writing Prospectus (or any amendment or supplement thereto).
(c) Actions
Against Parties; Notification. Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement
of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 6,
notify the indemnifying party in writing within a reasonable period of time of the commencement thereof; but the omission so to notify
the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 6.
In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof,
the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered to the
indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel
satisfactory to such indemnified party; provided, however, that if the defendants (including impleaded parties) in any such action
include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may
be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified
party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense
of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified
party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party
will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified
party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection
with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that
the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing
the indemnified parties), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent
the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized
the employment of counsel for the indemnified party at the expense of the indemnifying party.
(d) Settlement
Without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement
is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying
party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and
(iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the
date of such settlement. An indemnifying party will not, without the prior written consent of the applicable indemnified parties,
which consent shall not be unreasonably withheld or delayed, settle or compromise or consent to the entry of any judgment with
respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be
sought hereunder (whether or not the indemnified parties are actual parties to such claim or action or have been threatened to
become parties to such claim or action) unless such settlement, compromise or consent includes (x) an unconditional
release of each indemnified party from all liability arising out of such claim, action, suit or proceeding; and (y) does not
include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.
SECTION 7. Contribution.
If the indemnification provided for in Section 6 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified
party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute
to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in
such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the
other hand from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) is
not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with
the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable
considerations.
The relative benefits received
by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Securities pursuant to this
Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant
to this Agreement (before deducting expenses) received by the Company and the total underwriting discount received by the Underwriters,
in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price of the Securities as set
forth on such cover.
The relative fault of the
Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether any such
untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information
supplied by the Company or by an Underwriter in writing through the Representatives and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission.
The Company and the Underwriters
agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even
if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 7. The aggregate amount of losses, liabilities, claims, damages and expenses
incurred by an indemnified party and referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding
by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement
or omission or alleged omission.
Notwithstanding the
provisions of this Section 7, no Underwriter shall be required to contribute any amount in excess of the amount by which the
total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount
of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or
omission or alleged omission.
No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 0000 Xxx) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation.
For purposes of this Section 7,
each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934
Act shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who
signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Underwriters’ respective obligations
to contribute pursuant to this Section 7 are several in proportion to the principal amount of Securities set forth opposite their
respective names in Schedule A hereto and not joint.
SECTION 8 Representations,
Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or in certificates
of officers of the Company submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation
made by or on behalf of any Underwriter or controlling person, or by or on behalf of the Company, and shall survive delivery of the Securities
to the Underwriters.
SECTION 9. Termination
of Agreement.
(a) Termination;
General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if
there has been any Material Adverse Change, or (ii) if there has occurred any material adverse change in the financial markets in
the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis
(including any terrorist activity), the effect of which is such as to make it, in the judgment of the Representatives, impracticable to
market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company
has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the New York Stock
Exchange or in the Nasdaq National Market has been suspended or materially limited (other than to provide for an orderly market), or minimum
or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system
or by order of the Commission, the Financial Industry Regulatory Authority, Inc. or any other governmental authority, or (iv) if
a banking moratorium has been declared by either Federal or New York authorities or a material disruption in commercial banking or securities
settlement or clearance services shall have occurred.
(b) Liabilities.
If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party
except as provided in Section 4 hereof; and provided further that Sections 6 and 7 shall survive such termination and remain in full
force and effect.
SECTION 10. Default
by One or More of the Underwriters. If one or more of the Underwriters shall fail at Closing Time to purchase the Securities which
it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have
the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters
reasonably acceptable to the Company, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as
may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within
such 24-hour period, then:
(a) if
the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to
be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full
amount thereof in the proportion that its respective underwriting obligation hereunder bears to the underwriting obligations of all non-defaulting
Underwriters, or
(b) if
the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased
on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter.
No action taken pursuant to
this Section shall relieve any defaulting Underwriter from liability in respect of its default.
In the event of any such default
which does not result in a termination of this Agreement either (i) the Representatives or (ii) the Company shall have the right
to postpone Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or
Prospectus or in any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person
substituted for an Underwriter under this Section 10.
SECTION 11. Notices.
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted
by any standard form of telecommunication. Notices to the Underwriters shall be directed to: BMO Capital Markets Corp., 000 X. 00xx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Legal Department, Fax No.: (000) 000-0000); BofA Securities, Inc., 0000 Xxxxxxxx, XX0-000-00-00,
Xxx Xxxx, XX 00000, Attention: High Grade Transaction Management/Legal, Fax No.: (000) 000-0000, E-mail: xx_xx_xx_xxxxxxx@xxxx.xxx; Xxxxxx
Xxxxxxx & Co. LLC, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Investment Banking Division, Fax No.: (000) 000-0000);
and RBC Capital Markets, LLC, Brookfield Place, 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Transaction Management
Group, Fax No.: (000) 000-0000. Notices to the Company shall be directed to it at 000 Xxxx Xxxxxxxx Xxxxxx, X.X. Xxx 0000, Xxxxxxxxx,
Xxxxxxxxx 00000, attention of Treasurer, Fax No. (000) 000-0000.
SECTION 12. Parties.
This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company and their respective successors.
Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other
than the Underwriters, the Company and their respective successors and the controlling persons and officers and directors referred
to in Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect
of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for
the sole and exclusive benefit of the Underwriters, the Company and their respective successors, and said controlling persons and
officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No
purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.
SECTION 13. Governing
Law and Time. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Except as otherwise
set forth herein, specified times of day refer to New York City time.
SECTION 14. Effect
of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
SECTION 15. Counterparts;
Electronic Signatures. This Agreement may be executed in one or more counterparts deemed an original, but all of which together shall
constitute one and the same instrument.
The words “execution,”
“signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement or any
document to be signed in connection with this Agreement shall be deemed to include electronic signatures, electronic deliveries or the
keeping of records in electronic form, each of which shall be of the same legal effect, validity and enforceability as a manually executed
signature, physical delivery thereof or the use of a paper based recordkeeping system, as the case may be, and the parties hereto consent
to conduct the transactions contemplated hereunder by electronic means.
SECTION 16. Recognition
of the U.S. Special Resolution Regimes.
(a) In
the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer
from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent
as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were
governed by the laws of the United States or a state of the United States.
(b) In
the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under
a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to
be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement
were governed by the laws of the United States or a state of the United States.
(c) For
purposes of this Section 16, (i) the term “BHC Act Affiliate” has the meaning assigned to the term
“affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) the term “Covered
Entity” means any of the following: (1) a “covered entity” as that term is defined in, and interpreted
in accordance with, 12 C.F.R. § 252.82(b); (2) a “covered bank” as that term is defined in, and interpreted in
accordance with, 12 C.F.R. § 47.3(b); or (3) a “covered FSI” as that term is defined in, and interpreted in
accordance with, 12 C.F.R. § 382.2(b); (iii) the term “Default Right” has the meaning assigned to that term
in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) the term
“U.S Special Resolution Regime” means each of (1) the Federal Deposit Insurance Act and the regulations promulgated
thereunder and (2) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated
thereunder.
SECTION 17. Nature
of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the
Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the
Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests
that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against
the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities.
If the foregoing is in accordance
with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your
acceptance shall represent a binding agreement between the Company and the Underwriters.
The foregoing Agreement is hereby confirmed and
accepted as of the date first above written.
BMO CAPITAL MARKETS CORP. |
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By: |
/s/ Xxxx Xxxxxxxxxx |
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Name: Xxxx Xxxxxxxxxx |
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Title: Managing Director and Head |
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BOFA SECURITIES, INC. |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
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Title: Managing Director |
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XXXXXX XXXXXXX & Co. LLC |
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By: |
/s Yurij Slyz |
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Name: Yurij Slyz |
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Title: Managing Director |
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RBC CAPITAL MARKETS, LLC |
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By: |
/s/ Xxxxx X. Xxxxxxxx |
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Name: Xxxxx X. Xxxxxxxx |
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Title: Authorized Signatory |
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For themselves and the other Underwriters named in Schedule A to the foregoing Agreement.
SCHEDULE A
WISCONSIN PUBLIC SERVICE CORPORATION
Debt Securities
Underwriter | |
Aggregate Principal Amount of Securities | |
BMO Capital Markets Corp. | |
$ | 90,000,000 | |
BofA Securities, Inc. | |
| 90,000,000 | |
Xxxxxx Xxxxxxx & Co. LLC | |
| 90,000,000 | |
RBC Capital Markets, LLC | |
| 90,000,000 | |
Xxxxxxx Sachs & Co. LLC | |
| 36,000,000 | |
Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC | |
| 36,000,000 | |
Penserra Securities, LLC | |
| 18,000,000 | |
Total | |
$ | 450,000,000 | |
Representatives: BMO Capital Markets Corp., BofA
Securities, Inc., Xxxxxx Xxxxxxx & Co. LLC, RBC Capital Markets, LLC
Proceeds
to issuer (before offering expenses): $445,248,000
SCHEDULE B
ISSUER FREE WRITING PROSPECTUSES
Pricing Term Sheet dated November 10, 2021
Exhibit A-1
FORM OF OPINION AND DISCLOSURE LETTER OF COMPANY’S
COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b)
Capitalized terms used herein
shall have the same definitions as set forth in the underwriting agreement (the “Underwriting Agreement”) to which
this Exhibit A-1 is attached.
(i) The
Securities and the Indenture conform as to legal matters in all material respects to the descriptions thereof contained in the Disclosure
Package and the Prospectus.
(ii) The
Registration Statement has been declared effective under the 1933 Act; any required filing of the Prospectus pursuant to Rule 424(b) has
been made in the manner and within the time period required by Rule 424(b); and, we confirm to you, based solely on our review of
the Commission’s “Stop Orders” web page (xxxxx://xxx.xxx.xxx/xxxxxxxxxx/xxxxxxxxxx.xxxxx), that no stop order suspending
the effectiveness of the Registration Statement has been issued under the 1933 Act and, to our knowledge, no proceedings for that purpose
or pursuant to Section 8A of the 1933 Act against the Company or related to the offering have been instituted or are pending or threatened
by the Commission.
(iii) The
Company is not an “investment company” or an entity “controlled” by an “investment company,” as
such terms are defined in the 1940 Act.
We have participated in
conferences with officers and other representatives of the Company, representatives of and counsel to the Underwriters and
representatives of the independent public accountants for the Company at which conferences the contents of the Prospectus, the
Registration Statement and the Disclosure Package and related matters were discussed. Given the limitations inherent in the role of
outside counsel and the character of determinations involved in the preparation of such documents, we are not passing upon and do
not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement,
Disclosure Package or the Prospectus and have made no independent check or verification thereof (except as indicated in paragraph
(i) above). On the basis of the foregoing, no facts have come to our attention that lead us to believe that the Registration
Statement, as of the date of the Underwriting Agreement, or any subsequent amendment thereto, at the time such amendment became
effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, that the Prospectus contained, as of its date, or contains, as of the date
hereof, an untrue statement of a material fact or omitted, as of its date, or omits, as of the date hereof, to state a material fact
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or
that the Disclosure Package, taken together as a whole, as of the Applicable Time, contained an untrue statement of a material fact
or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading (it being understood that we have not been asked to comment and express no opinion or belief with
respect to the Form T-1, the financial statements, including the notes thereto, or any other financial or statistical data set
forth, incorporated by reference or referred to in (or omitted from) the Registration Statement, the Prospectus or the Disclosure
Package or the information contained in the Registration Statement under the caption “Certain Terms of the Notes –
Book-Entry Only Issuance – The Depository Trust Company”).
On the basis of the foregoing,
the Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date,
and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of
the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective
dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the
1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we
express no opinion as to the financial statements or other financial or statistical data contained, incorporated by reference or referred
to in (or omitted from) the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement
or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the
caption “Certain Terms of the Notes – Book-Entry Only Issuance – The Depository Trust Company”.
In rendering such opinion,
such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible
officers of the Company, representatives of the Trustee and public officials. In giving such opinion such counsel may rely, as to all
matters governed by the laws of jurisdictions other than the federal law of the United States, upon the opinions of counsel satisfactory
to the Representatives. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any
treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the
ABA Section of Business Law (1991).
For purposes of such opinion,
“Exchange Act Documents” shall mean the Company’s Annual Report on Form 10-K for the year ended December 31,
2020 and the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30,
2021 and the Company’s Current Reports on Form 8-K dated March 10, 2021, March 30, 2021 and August 11, 2021.
Xxxxxxx X-0
FORM OF OPINION AND DISCLOSURE LETTER OF COMPANY’S
COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b)
Capitalized terms used herein
shall have the same definitions as set forth in the underwriting agreement (the “Underwriting Agreement”) to which this Exhibit A-2
is attached.
(i) The
Company has been duly incorporated and is validly existing as a corporation in active status under the laws of the State of Wisconsin.
(ii) The
Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure
Package and the Prospectus and to enter into and perform its obligations under the Underwriting Agreement.
(iii) The
Underwriting Agreement has been duly authorized, executed and delivered by the Company.
(iv) The
Indenture has been duly authorized, executed and delivered by the Company, has been duly qualified under the 1939 Act and (assuming the
due authorization, execution and delivery thereof by the Trustee) constitutes a valid and binding agreement of the Company, enforceable
against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered
in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
(v) The
Securities are in the form contemplated by the Indenture, have been duly authorized by the Company and, assuming that the Securities have
been duly authenticated by the Trustee in the manner described in its certificate delivered to you today (which fact the Underwriting
Agreement provides I need not determine by an inspection of the Securities), the Securities have been duly executed, issued and delivered
by the Company and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms,
subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to
or affecting creditors’ rights generally, general equitable principles (regardless of whether enforcement is considered in a proceeding
in equity or at law) and an implied covenant of good faith and fair dealing, and are entitled to the benefits of the Indenture.
(vi) To
the best of my knowledge, there are no statutes or regulations that are required to be described in the Disclosure Package or the Prospectus
that are not described as required.
(vii) All
descriptions in the Registration Statement of written contracts and other documents to which the Company is a party are accurate in
all material respects; to the best of my knowledge, there are no franchises, contracts, indentures, mortgages, loan agreements,
notes, leases or other instruments required to be described or referred to in the Registration Statement or to be filed as
exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto, and
the descriptions thereof or references thereto are correct in all material respects.
(viii) To
the best of my knowledge, the Company is not in violation of its charter or by-laws and no default by the Company exists in the due performance
or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note,
lease or other agreement or instrument that is described or referred to in the Registration Statement, the Disclosure Package or the Prospectus
or filed or incorporated by reference as an exhibit to the Registration Statement, except for any such default that would not have a Material
Adverse Effect.
(ix) All
requisite approvals of the PSCW for the issuance and sale by the Company of the Securities to the Underwriters under the Underwriting
Agreement have been obtained; and the Securities have been issued and sold to the Underwriters by the Company in conformity with the order
of such commission issued with respect thereto. I know of no other approvals of regulatory authorities required in connection with the
foregoing matters, other than approvals which may be required under state securities laws (as to which I express no opinion).
(x) The
execution, delivery and performance by the Company of the Underwriting Agreement, the Indenture and the Securities and the consummation
of the transactions contemplated in the Underwriting Agreement and in the Registration Statement, the Disclosure Package and the Prospectus
(including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Disclosure
Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under the
Underwriting Agreement, the Indenture and the Securities do not and will not, whether with or without the giving of notice or lapse of
time or both, conflict with or constitute a breach of or default or similar event under or result in the creation or imposition of any
lien, charge or encumbrance upon any property or assets of the Company pursuant to any written contract, indenture, mortgage, deed of
trust, loan or credit agreement, note, lease or any other agreement or instrument, known to me, to which the Company is a party or by
which it may be bound, or to which any of the property or assets of the Company is subject (except for such conflicts, breaches, defaults
or similar events or liens, charges or encumbrances that would not have a Material Adverse Effect), nor will such action result in any
violation of the provisions of the charter or by-laws of the Company, or any applicable law, statute, rule, regulation, judgment, order,
writ or decree, known to me, of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the
Company or any of its properties, assets or operations.
(xi) The
Securities and the Indenture conform as to legal matters in all material respects to the descriptions thereof contained in the Disclosure
Package and the Prospectus.
I, or members of my
staff, have participated in conferences with officers and other representatives of the Company, counsel to and representatives of
the Underwriters and representatives of the independent public accountants for the Company at which conferences the contents of the
Prospectus, the Registration Statement and the Disclosure Package and related matters were discussed. Given the character of
determinations involved in the preparation of such documents, I am not passing upon and do not assume any responsibility for
the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Disclosure Package or the
Prospectus and have made no independent check or verification thereof (except as otherwise indicated above). On the basis of the
foregoing, no facts have come to my attention that lead me to believe that the Registration Statement, as of the date of the
Underwriting Agreement, or any subsequent amendment thereto, at the time such amendment became effective, contained an untrue
statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements
therein not misleading, that the Prospectus contained, as of its date, or contains, as of the date hereof, an untrue statement of a
material fact or omitted, as of its date, or omits, as of the date hereof, to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading or that the Disclosure Package,
taken together as a whole, as of the Applicable Time, contained an untrue statement of a material fact or omitted to state a
material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading (it being understood that I have not been asked to comment and express no opinion or belief with respect to the
Form T-1, the financial statements, including the schedules and notes thereto, or any other financial or statistical data set
forth, incorporated by reference or referred to in (or omitted from) the Registration Statement, the Prospectus or the Disclosure
Package or the information contained in the Registration Statement under the caption “Certain Terms of the Notes –
Book-Entry Only Issuance – The Depository Trust Company”).
In rendering such opinion,
such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent such counsel deems proper, on certificates
of responsible officers of the Company, representatives of the Trustee and public officials. In giving such opinion such counsel may rely,
as to all matters governed by the laws of jurisdictions other than the law of the State of Wisconsin and the federal law of the United
States, upon the opinions of counsel satisfactory to the Representatives, including, in the case of Iowa law, upon the opinion of Nyemaster
Xxxxx, P.C., Iowa counsel to the Company. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise
subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion
Accord of the ABA Section of Business Law (1991).