RICHMOND, Va., July 19, 2016 /PRNewswire/ -- Dominion
Resources, Inc. (NYSE: D), today announced the early results of its
previously announced tender offer (the "Tender Offer") to purchase
up to $200,000,000 maximum aggregate
principal amount (subject to increase by Dominion, the "Tender
Cap") of the following series of notes issued by Dominion:
- 2006 Series A Enhanced Junior Subordinated Notes due 2066 (the
"Series A Notes"); and
- 2006 Series B Enhanced Junior Subordinated Notes due 2066 (the
"Series B Notes" and, together with the Series A Notes, the
"Notes").
The Tender Offer is described in the offer to purchase dated
July 5, 2016 (the "Offer to
Purchase"), and the related letter of transmittal (the "Letter of
Transmittal" and, together with the Offer to Purchase, the "Offer
Documents"), previously sent to holders of the Notes.
According to information received from D.F. King & Co., Inc., the information and
tender agent for the Tender Offer (the "Information and Tender
Agent"), as of 5:00 p.m.,
New York City time, on
July 18, 2016 (the "Early Tender
Time"), Dominion had received valid tenders of Notes as outlined in
the table below.
Title
of
Notes
|
CUSIP/
ISIN
|
Aggregate
Principal
Amount
Outstanding
|
Principal Amount
Tendered
|
Principal Amount
Accepted
|
Approximate
Proration Factor
|
Acceptance
Priority Level
|
Early
Tender
Premium
|
Full Tender Offer
Consideration (1) (2)
|
2006 Series B
Enhanced Junior Subordinated Notes due 2066
|
25746UAZ2/
US25746UAZ21
|
$373,346,000
|
$73,926,000
|
$73,926,000
|
N/A
|
1
|
$30
|
$800
|
2006 Series A
Enhanced Junior Subordinated Notes due 2066
|
25746UAY5/
US25746UAY55
|
$247,479,000
|
$124,679,000
|
$124,679,000
|
N/A
|
2
|
$30
|
$900
|
|
(1) Includes the
Early Tender Premium.
(2) Per $1,000
Principal Amount of Notes. Dominion will also pay accrued and
unpaid interest to, but not including, the applicable Settlement
Date ("Accrued Interest").
|
|
As set forth in the Offer to Purchase, holders of Notes who
validly tendered their Notes at or prior to the Early Tender Time
and whose Notes are accepted for purchase will receive the
applicable Full Tender Offer Consideration, which includes the
applicable Early Tender Premium, as set forth in the table above,
plus Accrued Interest. Dominion has exercised its right to early
accept for purchase all Notes validly tendered at or prior to the
Early Tender Time. The Notes will be purchased on the "Early
Settlement Date", which will be determined at Dominion's option and
is currently expected to occur on July 19,
2016, subject to all conditions to the Tender Offer having
been either satisfied or waived by Dominion.
The Tender Offer will expire at 11:59
p.m., New York City time,
on Aug. 1, 2016, unless extended or
earlier terminated by Dominion (the "Expiration Time"). Holders who
have not already tendered their Notes may continue to do so at any
time prior to the Expiration Time, but to the extent those Notes
are validly tendered and accepted for purchase, the holders will be
entitled to receive only the applicable Tender Offer Consideration,
which is equal to the applicable Full Tender Offer Consideration
less the Early Tender Premium, subject to Acceptance Priority
Levels, proration and the Tender Cap. No tenders submitted after
the Expiration Time will be valid. The Settlement Date, if
necessary, for Notes validly tendered after the Early Tender Time
and on or before the Expiration Time and which are accepted for
purchase is expected to occur on the first business day following
the Expiration Time.
The Withdrawal Time for the Tender Offer was 5:00 p.m., New York
City time, on July 18, 2016,
and has not been extended. Accordingly, previously tendered Notes
and Notes tendered after the Withdrawal Time and prior to the
Expiration Time may not be withdrawn, subject to applicable
law.
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 J.P. Morgan Securities LLC are acting as
the dealer managers for the Tender Offer (the "Dealer Managers").
D.F. King & Co., Inc. is acting
as the Information and Tender Agent for the Tender Offer. Questions
regarding the terms of the Tender Offer should be directed to BofA
Merrill Lynch at (888) 292-0070 (toll-free) or (980) 387-3907
(collect) or to J.P. Morgan Securities LLC at (866) 834-4666
(toll-free) or (212) 834-8553 (collect). Requests for
documentation and any questions regarding procedures for tendering
Notes should be directed to D.F.
King & Co., Inc. at (800) 884-5882 (toll-free) or (212)
269-5550 (collect) or by email at dominion@dfking.com.
This announcement is for informational purposes only. This
announcement is not an offer to purchase or a solicitation of an
offer to sell the Notes. The Tender Offer is being made solely
pursuant to the Offer Documents. The Tender Offer is not being made
to holders of the Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. In any jurisdiction in
which the securities laws or blue sky laws require the Tender Offer
to be made by a licensed broker or dealer, the Tender Offer will be
deemed to be made on behalf of Dominion Resources, Inc. by the
Dealer Managers or one or more registered brokers or dealers that
are licensed under the laws of such jurisdiction. None of Dominion,
the Dealer Managers, the Information and Tender Agent and any
person who controls, or is a director, officer, employee or agent
of such persons, or any affiliate of such persons, makes any
recommendation as to whether holders of Notes should participate in
the Tender Offer.
Dominion is one of the nation's largest producers and
transporters of energy, with a portfolio of approximately 25,700
megawatts of generation, 12,200 miles of natural gas transmission,
gathering and storage pipeline, and 6,500 miles of electric
transmission lines. Dominion operates one of the nation's
largest natural gas storage systems with 933 billion cubic feet of
storage capacity and serves more than 5 million utility and retail
energy customers in 14 states. For more information about Dominion,
visit the company's website at www.dom.com.
This release contains certain forward-looking statements
which are subject to various risks and uncertainties. Factors that
could cause actual results to differ from those in the
forward-looking statements may accompany the statements themselves.
In addition, our business and tender offer may be influenced by
many factors that are difficult to predict, involve uncertainties
that may materially affect actual results and are often beyond our
ability to control. These factors include, but are not limited to
the amount of Notes tendered, the consideration paid by Dominion
for the Notes and satisfaction of the conditions of the tender
offer contained in the Offer to Purchase. We also have identified
and will in the future identify a number of additional generally
applicable factors in our reports on Forms 10-K, 10-Q and 8-K filed
with the Securities and Exchange Commission. We refer you to those
discussions for further information.
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SOURCE Dominion