RICHMOND, Va., Aug. 28, 2019 /PRNewswire/ -- Dominion Energy
South Carolina, Inc. (DESC), a wholly owned subsidiary of Dominion
Energy, Inc. (NYSE: D), today announced the commencement of an
offer to purchase for cash up to $400,000,000 aggregate principal amount (the
Offer Cap) of its 4.250% First Mortgage Bonds due 2028, 4.350%
First Mortgage Bonds due 2042 and 4.600% First Mortgage Bonds due
2043 (collectively, the Bonds) (such offer, the Offer); provided,
that the Bonds tendered in the Offer shall be subject to the Offer
Cap, the Acceptance Priority Levels (defined below), the Early
Tender Priority (defined below) and proration, as applicable.
The table below sets forth, among other things, the CUSIP
numbers and principal amounts outstanding with respect to the Bonds
in the Offer:
Title of
Security
|
CUSIP
Number
|
Principal Amount
Outstanding
|
Acceptance
Priority Level
|
Reference U.S.
Treasury Security
|
Bloomberg
Reference Page
|
Early Tender
Premium
(per $1,000)(1)
|
Fixed Spread
(basis points)
|
4.250% First
Mortgage
Bonds due 2028
|
837004CM0
|
$400,000,000
|
1
|
1.625% due August
15,
2029
|
FIT1
|
$30
|
65
|
4.350% First
Mortgage
Bonds due 2042
|
837004CF5
|
$324,433,000
|
2
|
2.875% due May 15,
2049
|
FIT1
|
$30
|
95
|
4.600% First
Mortgage
Bonds due 2043
_______________
|
837004CG3
|
$400,000,000
|
3
|
2.875% due May 15,
2049
|
FIT1
|
$30
|
100
|
(1)
The total consideration for the Bonds validly tendered prior to the
Early Tender Deadline (defined below) and accepted for purchase
will include the applicable Early Tender Premium.
|
The terms and conditions of the Offer are described in the Offer
to Purchase, dated Aug. 28, 2019 (the
Offer to Purchase). Copies of the Offer to Purchase are
available at www.dfking.com/dominion.
The Offer
The Offer will expire at 11:59 p.m., New York
City time, on Sept. 25, 2019, unless extended or earlier
terminated by DESC (such date and time, as the same may be
extended, the Expiration Time). The consideration to be paid in the
Offer for each $1,000 principal
amount of Bonds that are validly tendered will be determined in the
manner described in the Offer to Purchase by reference to the
applicable fixed spread specified in the table above, which is
inclusive of the Early Tender Premium, plus the applicable yield
based on the bid-side price of the applicable Reference U.S.
Treasury Security specified in the table above (the Total
Consideration), calculated as of 10:00
a.m., New York City time,
on Sept. 12, 2019, the first business
day following the Early Tender Deadline. Holders of Bonds (Holders)
must validly tender and not properly withdraw their Bonds at or
prior to 5:00 p.m., New York City time,
on Sept. 11, 2019, unless extended by DESC (such date at time,
as the same may be extended, the Early Tender Deadline), to be
eligible to receive, subject to the Offer Cap, the Acceptance
Priority Levels and proration, as applicable, the applicable Total
Consideration, which includes the Early Tender Premium (as set
forth in the table above), plus accrued interest. Any Bonds
validly tendered after the Early Tender Deadline but prior to or at
the Expiration Time will be eligible to receive only the applicable
Late Tender Offer Consideration (as defined in the Offer to
Purchase), plus accrued interest. Validly tendered Bonds may
be withdrawn at any time at or prior to 5:00 p.m., New
York City time, on Sept. 11, 2019, unless extended by
DESC (such date and time, as the same may be extended, the
Withdrawal Deadline), but not thereafter.
Subject to the Offer Cap, Bonds will be accepted for purchase
based on the acceptance priority levels set forth in the table
above (such priority levels, the Acceptance Priority Levels).
If the Offer is not fully subscribed as of the Early Tender
Deadline, all Bonds validly tendered prior to or at the Early
Tender Deadline will have priority over any Bonds validly tendered
after the Early Tender Deadline, regardless of the Acceptance
Priority Level of such bonds (such priority, the Early Tender
Priority). Furthermore, if the Offer is fully subscribed as
of the Early Tender Deadline, Holders who tender their Bonds
following the Early Tender Deadline will not have any of their
Bonds accepted for purchase. Bonds of a given series may be
subject to proration if the aggregate principal amount of such
Bonds validly tendered would cause the Offer Cap to be
exceeded.
The Early Settlement Date is the date that DESC accepts for
purchase Bonds validly tendered and not withdrawn at or prior to
the Early Tender Deadline, and the Final Settlement Date is the
date that DESC accepts for purchase Bonds validly tendered after
the Early Tender Deadline but prior to or at the Expiration Time,
if any; provided, in each case, that all applicable conditions have
been satisfied or waived by DESC. DESC currently expects the
Early Settlement Date and the Final Settlement Date to be the
second business day following the Early Tender Deadline and
Expiration Time, respectively.
Other Information with Respect to the Offer
Capitalized terms used in this press release and not defined
herein have the meanings given to them in the Offer to
Purchase.
BofA Merrill Lynch and U.S. Bancorp Investments, Inc. are acting
as dealer managers for the Offer. For additional information
regarding the terms of the Offer, please contact BofA Merrill Lynch
at (888) 292-0070 (toll-free) or (980) 387-3907 (collect) or U.S.
Bancorp Investments, Inc. at (877) 558-2607 (toll-free) or (612)
336-7604 (collect). Requests for the Offer to Purchase may be
directed to D.F. King & Co., Inc., which is acting as the
Tender Agent and Information Agent for the Offer, at (212) 269-5550
(for banks and brokers) or (866) 388-7535 (all others, toll-free)
or email dominion@dfking.com.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT
AN OFFER OR SOLICITATION TO PURCHASE BONDS. THE OFFER IS BEING MADE
SOLELY PURSUANT TO THE OFFER TO PURCHASE, WHICH SETS FORTH THE
COMPLETE TERMS OF THE OFFER THAT HOLDERS OF THE BONDS SHOULD
CAREFULLY READ PRIOR TO MAKING ANY DECISION.
THE OFFER TO PURCHASE DOES NOT CONSTITUTE AN OFFER OR
SOLICITATION TO PURCHASE BONDS IN ANY JURISDICTION IN WHICH, OR TO
OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION UNDER APPLICABLE SECURITIES OR BLUE SKY LAWS.
IN ANY JURISDICTION IN WHICH THE SECURITIES, BLUE SKY OR OTHER LAWS
REQUIRE THE OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE
OFFER WILL BE DEEMED TO BE MADE ON BEHALF OF THE OFFEROR BY ANY OR
ALL DEALER MANAGERS, IF ONE OR MORE OF THE DEALER MANAGERS ARE
LICENSED BROKERS OR DEALERS UNDER THE LAWS OF SUCH JURISDICTION, OR
BY ONE OR MORE REGISTERED BROKER DEALERS THAT ARE LICENSED UNDER
THE LAWS OF SUCH JURISDICTION.
None of DESC, its affiliates or board of directors, the dealer
managers, the tender and information agent or the trustee with
respect to any series of Bonds is making any recommendation as to
whether Holders should tender any Bonds in response to the Offer,
and neither DESC nor any other such person has authorized any
person to make any such recommendation. Holders are urged to
evaluate all of the information set forth in the Offer to Purchase,
consult their own advisors and make their own decision as to
whether to tender any of their Bonds in the Offer, and, if so, the
principal amount of Bonds to tender.
About DESC
Based in Cayce, S.C., Dominion
Energy South Carolina, Inc. is a wholly owned subsidiary of
Dominion Energy. The regulated public utility is engaged in
the generation, transmission, distribution and sale of electricity
to approximately 731,000 customers in the central, southern and
southwestern portions of South Carolina. The company also
provides natural gas service to approximately 379,000 customers
throughout the state.
About Dominion Energy
Nearly 7.5 million customers in 18 states energize their homes
and businesses with electricity or natural gas from Dominion Energy
(NYSE: D), headquartered in Richmond,
Va. The company is committed to sustainable, reliable,
affordable and safe energy and is one of the nation's largest
producers and transporters of energy with more than $100 billion of assets providing electric
generation, transmission and distribution, as well as natural gas
storage, transmission, distribution and import/export services. The
company expects to cut generating fleet carbon dioxide emissions 80
percent by 2050 and reduce methane emissions from its gas assets 50
percent by 2030.
This news release contains "forward-looking statements" made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. The statements relate to, among
other things, expectations and projections. Actual results may
differ from expectations, estimates and projections and,
consequently, readers should not rely on these forward-looking
statements as predictions of future events. Words such as
"expect," "assume," "estimate," "project," "anticipate," "intend,"
"plan," "may," "will," "could," "should," "believe," "potential,"
and similar expressions are intended to identify such
forward-looking statements. Such forward-looking statements
involve significant risks and uncertainties that could cause actual
results to differ materially from expected results, and may
include, but are not limited to, statements about proposed
transactions, plans, objectives, expectations and intentions and
the timing of future events. All statements relating to
events or developments that DESC expects or anticipates will occur
in the future are forward-looking statements, and DESC's ability to
predict results or the actual effect of future events is inherently
uncertain. Although DESC believes that the expectations reflected
in any forward-looking statements are based on reasonable
assumptions, it can give no assurance that actual outcomes and
results will not differ materially from what is expressed in such
forward-looking statements. There can be no assurance that
the transactions will be consummated.
Forward-looking statements in this release are based on
information available as of the date of this release, which such
information is subject to change at any time. DESC undertakes no
obligation to update any forward-looking statement to reflect
developments after the statement is made.
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SOURCE Dominion Energy