CHARLOTTE, N.C., Jan. 28, 2013 /PRNewswire/ -- Piedmont Natural
Gas (NYSE: PNY) announced today that it intends to offer
approximately 4,000,000 shares of its common stock in a registered
underwritten public offering. Of the approximately 4,000,000 shares
of Piedmont common stock being offered, Piedmont expects to sell approximately
3,000,000 shares to the underwriters in the offering, and the
forward counterparty (as defined below) expects to borrow and sell
to such underwriters approximately 1,000,000 shares in connection
with the forward sale agreement described below. In conjunction
with the offering, Piedmont
intends to grant to the underwriters an option to purchase up to
600,000 additional shares of Piedmont's common stock either
directly from Piedmont or from the
forward counterparty described below, at Piedmont's election.
In connection with the offering, Piedmont intends to enter into a forward sale
agreement with Morgan Stanley, referred to in such capacity as the
forward counterparty, pursuant to which Piedmont will agree to sell to the forward
counterparty (subject to its right to elect net share or cash
settlement of such forward sale agreement) approximately 1,000,000
shares of Piedmont's common stock, at a price per share equal to
the public offering price of Piedmont's shares of common stock in this
offering, less the underwriting discounts and commissions and
subject to certain adjustments.
Piedmont intends to use any net
proceeds that it receives from the offering and any proceeds that
it receives upon settlement of the forward sale agreement described
above to finance capital expenditures, repay outstanding
short-term, unsecured notes under its commercial paper program and
for other general corporate purposes.
Morgan Stanley, J.P. Morgan and Wells Fargo Securities are the
joint book-running managers for the offering. The co-managers are
BB&T Capital Markets and RBC Capital Markets.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities in any jurisdiction
to any person to whom it is unlawful to make an offer, solicitation
or sale in such jurisdiction. The public offering is being
made pursuant to an effective shelf registration statement that has
been filed with the Securities and Exchange Commission, or SEC. A
preliminary prospectus supplement related to the offering will be
filed with the SEC and will be available on the SEC's website at
http://www.sec.gov. In addition, copies of the prospectus and
prospectus supplement relating to the shares of common stock
offered in the offering may be obtained when available by
contacting Morgan Stanley & Co. LLC (Attention: Prospectus
Department) at 180 Varick Street, Second Floor, New York, New York 10014 or by telephone at
(866) 718-1649 or by email at prospectus@morganstanley.com;
J.P. Morgan Securities LLC, c/o Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by telephone at
866-803-9204; or Wells Fargo Securities, LLC (Attention: Equity
Syndicate Department) at 375 Park Avenue, New York, New York 10152 or by telephone at
800-326-5897 or by email at cmclientsupport@wellsfargo.com.
Forward-Looking Statement
This press release contains forward-looking statements. These
statements are based on management's current expectations from
information currently available and are believed to be reasonable
and are made in good faith. However, the forward-looking statements
are subject to future events, risks, uncertainties and other
factors that could cause actual results to differ materially from
those projected in the statements. Factors that may make the actual
results differ from anticipated results include, but are not
limited to, weather conditions, rate of customer growth, the cost
and availability of natural gas, competition from other energy
providers, new legislation and regulations and application of
existing laws and regulations, economic and capital market
conditions, the cost and availability of labor and materials and
other uncertainties, all of which are difficult to predict and some
of which are beyond our control. For these reasons, you should not
place undue reliance on these forward-looking statements when
making investment decisions. The words "expect," "believe,"
"project," "anticipate," "intend," "should," "could,"
"assume," "can," "estimate," "forecast," "future,"
"indicate," "outlook," "plan," "predict," "seek," "target,"
"would," and variations of such words and similar expressions are
intended to identify forward-looking statements. Forward-looking
statements are based on information available to us as of the date
they are made and we do not undertake any obligation to update
publicly any forward-looking statement, either as a result of new
information, future events or otherwise. More information about the
risks and uncertainties relating to these forward-looking
statements may be found in Piedmont's latest Form 10-K, which is
available on the SEC's website at http://www.sec.gov/.
About Piedmont Natural Gas
Piedmont Natural Gas is an energy services company primarily
engaged in the distribution of natural gas to more than one million
residential, commercial, industrial and power generation utility
customers in portions of North
Carolina, South Carolina
and Tennessee, including 51,600
customers served by municipalities who are wholesale customers. Our
subsidiaries are invested in joint venture, energy-related
businesses, including unregulated retail natural gas marketing, and
regulated interstate natural gas transportation and storage and
intrastate natural gas transportation businesses. More information
about Piedmont Natural Gas is available on the Internet at
http://www.piedmontng.com.
SOURCE Piedmont Natural Gas