Dominion Energy South Carolina Launches Cash Tender Offer For Certain Outstanding Debt Securities

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Aug 28, 2019, 08:49 ET

RICHMOND, Va., Aug. 28, 2019 /PRNewswire/ -- Dominion Energy South Carolina, Inc. (DESC), a wholly owned subsidiary of Dominion Energy, Inc. (NYSE: D), today announced the commencement of an offer to purchase for cash up to $400,000,000 aggregate principal amount (the Offer Cap) 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); provided, that the Bonds tendered in the Offer shall be subject to the Offer Cap, the Acceptance Priority Levels (defined below), the Early Tender Priority (defined below) and proration, as applicable.

The table below sets forth, among other things, the CUSIP numbers and principal amounts outstanding with respect to the Bonds in the Offer:

Title of Security	CUSIP Number	Principal Amount Outstanding	Acceptance Priority Level	Reference U.S. Treasury Security	Bloomberg Reference Page	Early Tender Premium (per $1,000)⁽¹⁾	Fixed Spread (basis points)
4.250% First Mortgage Bonds due 2028	837004CM0	$400,000,000	1	1.625% due August 15, 2029	FIT1	$30	65
4.350% First Mortgage Bonds due 2042	837004CF5	$324,433,000	2	2.875% due May 15, 2049	FIT1	$30	95
4.600% First Mortgage Bonds due 2043 _______________	837004CG3	$400,000,000	3	2.875% due May 15, 2049	FIT1	$30	100
(1) The total consideration for the Bonds validly tendered prior to the Early Tender Deadline (defined below) and accepted for purchase will include the applicable Early Tender Premium.

The terms and conditions of the Offer are described 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.

The Offer

The Offer will expire at 11:59 p.m., New York City time, on Sept. 25, 2019, unless extended or earlier terminated by DESC (such date and time, as the same may be extended, the Expiration Time). The consideration to be paid in the Offer for each $1,000 principal amount of Bonds that are validly tendered will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread specified in the table above, which is inclusive of the Early Tender Premium, plus the applicable yield based on the bid-side price of the applicable Reference U.S. Treasury Security specified in the table above (the Total Consideration), calculated as of 10:00 a.m., New York City time, on Sept. 12, 2019, the first business day following the Early Tender Deadline. Holders of Bonds (Holders) must validly tender and not properly withdraw their Bonds at or prior to 5:00 p.m., New York City time, on Sept. 11, 2019, unless extended by DESC (such date at time, as the same may be extended, the Early Tender Deadline), to be eligible to receive, subject to the Offer Cap, the Acceptance Priority Levels and proration, as applicable, the applicable Total Consideration, which includes the Early Tender Premium (as set forth in the table above), plus accrued interest. Any Bonds validly tendered after the Early Tender Deadline but prior to or at the Expiration Time will be eligible to receive only the applicable Late Tender Offer Consideration (as defined in the Offer to Purchase), plus accrued interest. Validly tendered Bonds may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on Sept. 11, 2019, unless extended by DESC (such date and time, as the same may be extended, the Withdrawal Deadline), but not thereafter.

Subject to the Offer Cap, Bonds will be accepted for purchase based on the acceptance priority levels set forth in the table above (such priority levels, the Acceptance Priority Levels). If the Offer is not fully subscribed as of the Early Tender Deadline, all Bonds validly tendered prior to or at the Early Tender Deadline will have priority over any Bonds validly tendered after the Early Tender Deadline, regardless of the Acceptance Priority Level of such bonds (such priority, the Early Tender Priority). Furthermore, if the Offer is fully subscribed as of the Early Tender Deadline, Holders who tender their Bonds following the Early Tender Deadline will not have any of their Bonds accepted for purchase. Bonds of a given series may be subject to proration if the aggregate principal amount of such Bonds validly tendered would cause the Offer Cap to be exceeded.

The Early Settlement Date is the date that DESC accepts for purchase Bonds validly tendered and not withdrawn at or prior to the Early Tender Deadline, and the Final Settlement Date is the date that DESC accepts for purchase Bonds validly tendered after the Early Tender Deadline but prior to or at the Expiration Time, if any; provided, in each case, that all applicable conditions have been satisfied or waived by DESC. DESC currently expects the Early Settlement Date and the Final Settlement Date to be the second business day following the Early Tender Deadline and Expiration Time, respectively.

Other Information with Respect to the Offer

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 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 [email protected].

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 is making any recommendation as to whether Holders should tender any Bonds in response to the Offer, and neither DESC nor any other such person has authorized any person to make any such recommendation. Holders are urged to evaluate all of the information set forth in the Offer to Purchase, consult their own advisors and make their own decision as to whether to tender any of their Bonds in the Offer, and, if so, the principal amount of Bonds to tender.

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.

SOURCE Dominion Energy