Dominion Announces Debt Tender Offer
RICHMOND, Va., Feb. 27, 2012 /PRNewswire/ -- Dominion Resources, Inc. (NYSE: D) announced today the commencement of a cash tender offer to purchase up to $150,000,000 aggregate principal amount – the Tender Cap – of its 2006 Series B Enhanced Junior Subordinated Notes Due 2066. The terms and conditions of the tender offer are described in an Offer to Purchase dated Feb. 27, 2012, and a related Letter of Transmittal.
The tender offer will expire at 11:59 p.m., New York City time, on March 23, 2012, unless extended or earlier terminated by Dominion in its sole discretion.
To receive the Total Consideration of $900 per each $1,000 principal amount of Notes, which includes the Tender Offer Consideration of $870 per $1,000 principal amount of Notes and an Early Tender Payment of $30 per $1,000 principal amount of Notes, holders of Notes must validly tender and not subsequently validly withdraw their Notes before or at the Early Tender Deadline of 5:00 p.m., New York City time, on March 7, 2012, unless extended. Such Notes must also be accepted for purchase by Dominion. Holders who tender their Notes after the Early Tender Deadline and before the expiration of the tender offer will be entitled to receive only the Tender Offer Consideration, if such Notes are accepted for purchase by Dominion.
If the aggregate principal amount of the Notes tendered and not withdrawn exceeds the Tender Cap described above, the aggregate principal amount of Notes purchased will be prorated based on the aggregate principal amount tendered, such that the aggregate principal amount of the Notes accepted for purchase will not exceed the Tender Cap. If any tendered Notes are not accepted for payment, the Notes will be returned without expense to the tendering holder.
Dominion reserves the right, subject to applicable law, in its sole discretion, to amend, supplement, extend, withdraw or terminate the tender offer or to waive, increase or decrease the Tender Cap.
In addition to the Tender Offer Consideration or Total Consideration, as the case may be, accrued and unpaid interest up to, but not including, the settlement date will be paid in cash on all Notes validly tendered, and not subsequently validly withdrawn, if accepted for purchase by Dominion. The settlement date for the tender offer is currently expected to be the next business day following the expiration of the tender offer, which is expected to be March 26, 2012.
Holders of Notes who validly tender their Notes before or at the Early Tender Deadline may withdraw their tendered Notes until March 7, 2012, the Withdrawal Deadline. After the Withdrawal Deadline, tendered Notes, whether tendered before, at or after the Early Tender Deadline, may be withdrawn only in the limited circumstances described in the Offer to Purchase and the related Letter of Transmittal.
The tender offer is subject to the satisfaction of certain conditions. If any of the conditions is not satisfied, Dominion is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Notes, in each event subject to applicable laws, and may terminate the tender offer. The tender offer is not conditioned on the tender of a minimum aggregate principal amount of Notes.
Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, are acting as dealer managers for the tender offer. The information agent and tender agent for the tender offer is D.F. King & Co., Inc. Persons with questions regarding the tender offer should contact Morgan Stanley & Co. LLC at (212) 761-1057 or toll-free at (800) 624-1808 and RBC Capital Markets, LLC at (212) 618-7822 or toll-free at (877) 381-2099. Requests for copies of the Offer to Purchase, Letter of Transmittal and related materials should be directed to D.F King & Co., Inc. at (212) 269-5550 or toll-free at (800) 735-3591.
This news release is neither an offer to purchase nor a solicitation of an offer to sell any notes. The tender offer is made solely by means of the Offer to Purchase and the related Letter of Transmittal, and the information in this press release is qualified by reference to the Offer to Purchase and the related Letter of Transmittal. None of Dominion, the dealer managers, the information agent, the tender agent or the trustee makes any recommendation as to whether holders should tender or refrain from tendering all or any portion of their Notes pursuant to the tender offer. Holders must make their own decisions as to whether to tender Notes, and, if so, the principal amount of Notes to tender.
Dominion is one of the nation's largest producers and transporters of energy, with a portfolio of approximately 28,000 megawatts of generation, 11,000 miles of natural gas transmission, gathering and storage pipeline and 6,300 miles of electric transmission lines. Dominion operates the nation's largest natural gas storage system with 947 billion cubic feet of storage capacity and serves retail energy customers in 15 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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