RICHMOND, Va., Sept. 12, 2019 /PRNewswire/ -- Dominion
Energy South Carolina, Inc. (DESC), a wholly owned subsidiary of
Dominion Energy, Inc. (NYSE: D), today announced the early results
of its previously announced offer to purchase for cash up to
$400,000,000 aggregate principal
amount 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), subject to the
acceptance priority levels set forth in the table below (the
Acceptance Priority Levels), the Early Tender Priority and
proration, as applicable.
DESC also announced today an increase in the maximum aggregate
principal amount of Bonds to be purchased pursuant to the Offer
from $400,000,000 to $552,334,000 (as so increased, the Offer Cap),
which will result in all Bonds in Acceptance Priority Levels 1 and
2 validly tendered and not properly withdrawn at or prior to
5:00 p.m., New York City time, on Sept. 11, 2019 (the Early Tender Deadline), being
accepted for purchase and none of the Bonds in Acceptance Priority
Level 3 validly tendered and not properly withdrawn at or prior to
the Early Tender Deadline being accepted for purchase. Except for
such increase of the Offer Cap, all other terms and conditions of
the Offer remain unchanged.
The Offer is being made upon and is subject to the terms and
conditions set forth 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. Terms used and not
defined in this press release have the meanings given to them in
the Offer to Purchase.
The withdrawal deadline for the Offer of 5:00 p.m., New York
City time on Sept. 11, 2019
has passed. Accordingly, Bonds validly tendered in the Offer
may no longer be withdrawn except where additional withdrawal
rights are required by law.
The following table sets forth certain information regarding the
Offer, including the aggregate principal amount of each series of
Bonds that were validly tendered and not properly withdrawn and the
aggregate principal amount of such Bonds that are expected to be
accepted for purchase, and paid for, on the Early Settlement Date
(as defined below).
Title of
Security
|
CUSIP
Number
|
Principal
Amount
Outstanding
|
Acceptance
Priority
Level
|
Reference U.S.
Treasury
Security
|
Bloomberg
Reference
Page
|
Early Tender
Premium(1)
|
Fixed
Spread
(basis
points)(2)
|
Principal
Amount
Tendered(3)
|
Principal
Amount to be
Accepted
|
|
|
|
|
|
|
|
|
|
|
4.250% First
Mortgage Bonds
due 2028
|
837004CM0
|
$400,000,000
|
1
|
1.625% due
August 15, 2029
|
FIT1
|
$30
|
65
|
$346,749,000
|
$346,749,000
|
|
|
|
|
|
|
|
|
|
|
4.350% First
Mortgage Bonds
due 2042
|
837004CF5
|
$324,433,000
|
2
|
2.875% due May
15, 2049
|
FIT1
|
$30
|
95
|
$205,585,000
|
$205,585,000
|
|
|
|
|
|
|
|
|
|
|
4.600% First
Mortgage Bonds
due 2043
|
837004CG3
|
$400,000,000
|
3
|
2.875% due May
15, 2049
|
FIT1
|
$30
|
100
|
$262,462,000
|
$0.00
|
|
|
|
|
|
|
(1)
|
Per $1,000 principal
amount.
|
(2)
|
The Total
Consideration for Bonds validly tendered prior to or at the Early
Tender Deadline (as defined above) and accepted for purchase will
be calculated using the applicable Fixed Spread (as set forth in
the table above) and is inclusive of the applicable Early Tender
Premium (as set forth in the table above).
|
(3)
|
As reported by D.F.
King & Co., Inc., the tender agent for the Offer.
|
Holders of Bonds that were validly tendered and not properly
withdrawn at or prior to the Early Tender Deadline and are accepted
for purchase will receive the applicable Total Consideration, as
defined in the Offer to Purchase, which includes the applicable
Early Tender Premium specified in the table above. DESC expects to
issue a press release later today announcing the Total
Consideration payable with respect to each series of Bonds for
which DESC will accept Bonds for purchase.
In addition to the Total Consideration, holders of Bonds that
were validly tendered and not properly withdrawn at or prior to the
Early Tender Deadline and are accepted for purchase will also
receive accrued and unpaid interest from, and including, the last
interest payment date for such Bonds to, but not including, the
Early Settlement Date (defined below). The applicable Total
Consideration and accrued interest will be payable on the Early
Settlement Date.
The settlement date for Bonds validly tendered at or prior to
the Early Tender Deadline and accepted for purchase is expected to
be Sept. 13, 2019 (the Early Settlement Date). The
obligation of DESC to accept for payment and pay for Bonds validly
tendered and not properly withdrawn in the Offer is subject to the
conditions set forth in the Offer to Purchase.
Although the Offer is scheduled to expire at 11:59
p.m., New York City time, on Sept. 25,
2019 (the Expiration Time), unless extended by DESC in its
sole discretion, because the Offer was fully subscribed as of the
Early Tender Deadline, DESC does not expect to accept for purchase
any Bonds tendered after the Early Tender Deadline. As
described in the Offer to Purchase, Bonds tendered and not accepted
for purchase will be promptly returned or credited to the tendering
holder's account.
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 made any recommendation as to
whether Holders should tender any Bonds in response to the Offer,
and neither DESC nor any other such person authorized any person to
make any such recommendation.
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