Current Report Filing (8-k)
May 21 2020 - 9:54AM
Edgar (US Regulatory)
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0000078460
2020-05-17
2020-05-18
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 18, 2020
PIEDMONT NATURAL GAS COMPANY, INC.
(Exact Name of Registrant as Specified in
its Charter)
North Carolina
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1-6196
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56-0556998
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(State or Other Jurisdiction
of Incorporation or Organization)
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(Commission File Number)
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(IRS Employer
Identification No.)
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4720 Piedmont Row Drive, Charlotte, North Carolina 28210
(Address of Principal Executive Offices,
including Zip Code)
(704) 364-3120
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Securities registered pursuant
to Section 12(b) of the Act:
Title of each class:
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Trading Symbol(s):
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Name of each exchange on which registered:
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None
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Item 8.01. Other Events.
On May 21, 2020, Piedmont
Natural Gas Company, Inc. (the “Company”) consummated the issuance and sale of the securities described below pursuant
to an underwriting agreement, dated May 18, 2020 (the “Underwriting Agreement”), with Mizuho Securities USA LLC, Morgan
Stanley & Co. LLC, PNC Capital Markets LLC, RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc. and U.S. Bancorp
Investments, Inc., as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which
the Company agreed to issue and sell to the Underwriters $400,000,000 aggregate principal amount of the Company’s 3.35% Senior
Notes due 2050 (the “Securities”). The Securities were sold to the Underwriters at a discount to their principal amount.
The Securities were issued under the Indenture, dated as of April 1, 1993, with The Bank of New York Mellon Trust Company, N.A.,
as successor to Citibank, N.A. (the “Trustee”), as supplemented from time to time, including by the Tenth Supplemental
Indenture (the “Supplemental Indenture”), dated as of May 21, 2020, between the Company and the Trustee, relating to
the Securities (collectively, the “Indenture”). The disclosure in this Item 8.01 is qualified in its entirety by the
provisions of the Indenture, the Supplemental Indenture, which together with the form of global notes evidencing the Securities,
is filed as Exhibit 4.1 hereto, and the Underwriting Agreement, which is filed as Exhibit 99.1 hereto. Such exhibits are incorporated
herein by reference. Also, in connection with the issuance and sale of the Securities, the Company is filing a legal opinion regarding
the validity of the Securities as Exhibit 5.1 to this Form 8-K for the purpose of incorporating the opinion into the Company’s
Registration Statement No. 333-233896-01.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits
Exhibit
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Description
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Exhibit 4.1
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Tenth Supplemental Indenture dated as of May 21, 2020 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to Citibank, N.A. and forms of global notes
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Exhibit 5.1
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Opinion regarding validity of the Securities
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Exhibit 23.1
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Consent (included as part of Exhibit 5.1)
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Exhibit 99.1
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Underwriting Agreement, dated May 18, 2020, among the Company and Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, PNC Capital Markets LLC, RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc. and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein
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Exhibit 104
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Cover Page Interactive Data file (the Cover Page Interactive Data file is embedded within the Inline XBRL document)
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SIGNATURE
Pursuant to the requirements
of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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PIEDMONT NATURAL GAS COMPANY, INC.
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Date: May 21, 2020
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By:
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/s/ Robert T. Lucas III
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Name:
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Robert T. Lucas III
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Title:
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Assistant Secretary
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