RICHMOND, Va., July 5, 2016 /PRNewswire/ -- Dominion
Resources, Inc. (NYSE: D), today announced the commencement of an
offer to purchase for cash a maximum aggregate principal amount of
up to $200,000,000 (subject to
increase, the "Tender Cap") of its outstanding 2006 Series A
Enhanced Junior Subordinated Notes due 2066 and 2006 Series B
Enhanced Junior Subordinated Notes due 2066 (together, the "Notes")
(the "Tender Offer").
The Tender Offer is subject to the terms and conditions set
forth in Dominion's Offer to Purchase, dated July 5, 2016, and the related Letter of
Transmittal (together, the "Offer Documents"). Dominion
reserves the right, but is under no obligation, to increase the
Tender Cap without extending withdrawal rights, except as required
by law. The amounts of each series of Notes will be accepted
in accordance with the order of priority for such series of Notes
set forth in the table below (the "Acceptance Priority Levels") and
may be prorated as set forth in the Offer to Purchase.
The key pricing details for the Tender Offer are as follows:
Title of
Security
|
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CUSIP/
ISIN
|
|
Outstanding
Principal Amount
|
|
Acceptance
Priority Level
|
|
Tender
Offer
Consideration(1)
|
|
Early
Tender
Premium(1)
|
|
Full Tender
Offer
Consideration(1)(2)
|
2006 Series B
Enhanced Junior
Subordinated Notes
due 2066
|
|
25746UAZ2/
US25746UAZ21
|
|
$373,346,000
|
|
1
|
|
$770
|
|
$30
|
|
$800
|
2006 Series A
Enhanced Junior Subordinated Notes due 2066
|
|
25746UAY5/
US25746UAY55
|
|
$247,479,000
|
|
2
|
|
$870
|
|
$30
|
|
$900
|
|
|
|
|
|
|
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(1)
|
Per $1,000 principal
amount of Notes. Notes that are accepted for payment pursuant
to the Tender Offer will be paid accrued and unpaid interest on the
Notes to, but excluding, the applicable Settlement Date (as defined
below).
|
(2)
|
Amount Includes the
Early Tender Premium per $1,000 principal amount of Notes for each
series as set forth in this table.
|
The Tender Offer is scheduled to expire at 11:59 p.m., New York
City time, on Monday, Aug. 1,
2016, unless extended or earlier terminated by Dominion (the
"Expiration Time"). No tenders submitted after the Expiration
Time will be valid. Acceptance of tendered Notes will be
subject to Acceptance Priority Levels and may be subject to
proration. Subject to the terms and conditions of the Tender
Offer, the consideration for each $1,000 principal amount of Notes validly tendered
(and not validly withdrawn) and accepted for purchase pursuant to
the Tender Offer will be the tender offer consideration for such
series of Notes set forth in the table above (with respect to each
series of Notes, the "Tender Offer Consideration"). Holders
of Notes that are validly tendered (and not validly withdrawn) at
or prior to 5:00 p.m., New York City time, on July 18, 2016 (such date and time, as it may be
extended, the "Early Tender Time") and accepted for purchase
pursuant to the Tender Offer will receive the applicable Full
Tender Offer Consideration for such series, which includes the
early tender premium for such series of Notes set forth in the
table above (with respect to each series of Notes, the "Early
Tender Premium" and, together with the applicable Tender Offer
Consideration, the "Full Tender Offer Consideration"). Holders of
Notes tendering their Notes after the Early Tender Time but at or
prior to the Expiration Time will only be eligible to receive the
Tender Offer Consideration, which is the Full Tender Offer
Consideration less the Early Tender Premium.
All Notes validly tendered and accepted for purchase pursuant to
the Tender Offer will receive the applicable consideration set
forth in the table above, plus accrued and unpaid interest on such
Notes from the last interest payment date with respect to those
Notes to, but not including, the applicable Settlement Date
("Accrued Interest").
Tendered Notes may be withdrawn from the Tender Offer at or
prior to 5:00 p.m., New York City time, on July 18, 2016, unless extended by Dominion in its
sole discretion (such date and time, as it may be extended, the
"Withdrawal Time"). Holders of Notes who tender their Notes
after the Withdrawal Time, but prior to the Expiration Time, may
not withdraw their tendered Notes except in the limited
circumstances described in the Offer to Purchase.
Dominion reserves the right, but is under no obligation, to
accept for purchase any Notes validly tendered and not validly
withdrawn at or prior to the Early Tender Time, at any point
following the Early Tender Time and before the Expiration Time (the
"Early Settlement Date"), subject to the Acceptance Priority Levels
and the Tender Cap. The Early Settlement Date 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. Irrespective of whether Dominion chooses
to exercise its option to have an Early Settlement Date, Dominion
will purchase any remaining Notes that have been validly tendered
and not validly withdrawn at or prior to the Expiration Time and
that Dominion chooses to accept for purchase promptly following the
Expiration Time, subject to all conditions to the Tender Offer
having either been satisfied or waived by Dominion (the "Final
Settlement Date"). The Final Settlement Date is expected to
occur on the first business day following the Expiration
Time. Dominion refers to each of the Early Settlement Date
and the Final Settlement Date as a "Settlement Date."
Subject to the Tender Cap and proration, the Notes accepted on
any Settlement Date will be accepted in accordance with their
Acceptance Priority Levels set forth in the table above, with 1
being the highest Acceptance Priority Level and 2 being the lowest
Acceptance Priority Level. All Notes tendered at or before
the Early Tender Time will be accepted for purchase in priority to
other Notes tendered after the Early Tender Time, even if such
Notes tendered after the Early Tender Time have a higher Acceptance
Priority Level than Notes tendered prior to the Early Tender
Time.
Acceptance for tenders of any Notes may be subject to proration
if the aggregate principal amount for any series of Notes validly
tendered and not validly withdrawn would cause the Tender Cap to be
exceeded. Furthermore, if the Tender Offer is fully
subscribed as of the Early Tender Time, holders who validly tender
Notes after the Early Tender Time will not have any of their Notes
accepted for purchase.
The Tender Offer is conditioned upon the satisfaction of certain
conditions described in the Offer to Purchase. Dominion has
the right, in its sole discretion, to amend, extend or terminate
the Tender Offer at any time, subject to applicable law. The
Tender Offer is not conditioned on any minimum principal amount of
Notes being tendered.
Dominion has retained BofA Merrill Lynch and J.P. Morgan
Securities LLC to act as the dealer managers for the Tender Offer
(the "Dealer Managers"). D.F.
King & Co., Inc. will act as the information and tender
agent for the Tender Offer (the "Information and Tender
Agent"). 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 eĀmail 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 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.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/dominion-announces-cash-tender-offer-for-up-to-200000000-of-its-2006-series-a-enhanced-junior-subordinated-notes-due-2066-2006-series-b-enhanced-junior-subordinated-notes-due-2066-300294221.html
SOURCE Dominion Resources, Inc.