Item 1.01. Entry into a Material Definitive Agreement.
On July 28, 2016, Piedmont Natural Gas Company, Inc. (the Company) issued $300,000,000 in aggregate principal amount of its 3.64% Senior Notes
due 2046 (the Senior Notes). The Senior Notes were issued pursuant to an indenture, dated as of April 1, 1993, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to Citibank, N.A., as trustee (the
Base Indenture), as supplemented to date and as supplemented by the eighth supplemental indenture, dated as of July 28, 2016, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the Eighth
Supplemental Indenture and together with the Base Indenture as supplemented, the Indenture).
The Senior Notes will mature on
November 1, 2046 and will bear interest from July 28, 2016 at the rate of 3.64% per year. Prior to May 1, 2046, the Company may at its option redeem the Senior Notes, in whole or in part, at the make-whole premium
indicated under the section entitled Description of the NotesOptional Redemption in the prospectus supplement dated July 25, 2016 and filed with the Securities and Exchange Commission on July 26, 2016 (the Final
Prospectus Supplement) and in Section 107 of the Eighth Supplemental Indenture. On or after May 1, 2046, the Company may at its option redeem the Senior Notes, in whole or in part, at a redemption price equal to 100% of the principal
amount of the notes to be redeemed plus accrued and unpaid interest. The Indenture contains certain covenants, including covenants related to the Companys ability to create liens, engage in certain sale and leaseback transactions and engage in
certain transactions and asset sales. These covenants are subject to exceptions and qualifications.
The Senior Notes were sold pursuant to an
Underwriting Agreement, dated July 25, 2016 (the Underwriting Agreement), among the Company and RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as underwriters (collectively, the Underwriters). Proceeds to the
Company from the sale of the Senior Notes was $297,009,000 after deducting the underwriting discount but without deducting expenses of the offering payable by the Company. The Company intends to use the net proceeds it receives from the offering to
finance capital expenditures, to repay outstanding short-term, unsecured notes under the Companys commercial paper program and for general corporate purposes.
The Underwriting Agreement includes customary representations, warranties and covenants by the Company. The Underwriting Agreement also provides for customary
indemnification by each of the Company and the respective Underwriters against certain liabilities arising out of or in connection with the sale of the Senior Notes. The Underwriters and their affiliates have provided, and in the future may provide,
investment banking, commercial banking and other financial services, including the provision of credit facilities, to the Company and its affiliates in the ordinary course of business for which they have received and would receive customary
compensation.
The offering described herein and the terms of the Underwriting Agreement, the Eighth Supplemental Indenture and the Senior Notes are
described in more detail in the Final Prospectus Supplement. The descriptions of the Underwriting Agreement, Eighth Supplemental Indenture and the Senior Notes set forth above are qualified in their entirety by reference to the Underwriting
Agreement, Eighth Supplemental Indenture and the form of Senior Notes, respectively, each of which are filed as exhibits to this Current Report on Form 8-K and incorporated by reference herein.
This Current Report on Form 8-K is being filed for the purpose of filing exhibits to the Companys
Registration Statement on Form S-3 (File No. 333-196561) relating to the offering. A copy of the Underwriting Agreement is filed as Exhibit 1.1, a copy of the Eighth Supplemental Indenture is filed as Exhibit 4.1, the Form of Senior Notes is
filed as Exhibit 4.2, an opinion of Parker Poe Adams & Bernstein LLP is filed as Exhibit 5.1 and the consent of Parker Poe Adams & Bernstein LLP is filed as Exhibit 23.1.