SCANA, SCE&G Announce Early Tender Results

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Mar 05, 2019, 08:32 ET

RICHMOND, Va., March 5, 2019 /PRNewswire/ -- SCANA Corporation (SCANA) and South Carolina Electric & Gas Company (SCE&G), which are wholly owned subsidiaries of Dominion Energy, Inc. (NYSE: D), today announced the early results of their previously announced offers to purchase for cash (i) an amount of SCE&G's first mortgage bonds listed in Table I below (the SCE&G Waterfall Bonds) having an aggregate purchase price of up to $1,200,000,000 less the aggregate purchase price payable with respect to SCE&G's previously settled offer to purchase for cash any and all of its 3.500% First Mortgage Bonds due 2021, 4.100% First Mortgage Bonds due 2046 and 4.500% First Mortgage Bonds due 2064 (such amount, the SCE&G Waterfall Cap), subject to the SCE&G Waterfall Acceptance Priority Levels (defined below) and proration, as applicable (such offer, the SCE&G Waterfall Offer); and (ii) an amount of SCANA's medium term notes listed in Table II below (the SCANA Notes and, together with the SCE&G Waterfall Bonds, the Debt Securities) having an aggregate purchase price of up to $300,000,000 (the SCANA Offer Cap), subject to proration, as applicable (such offer, the SCANA Offer and, together with the SCE&G Waterfall Offer, the Offers).

The Offers are being made upon and are subject to the terms and conditions set forth in the offer to purchase, dated Feb. 19, 2019 (the Offer to Purchase). Copies of the Offer to Purchase are available at www.dfking.com/dei. Terms used and not defined in this press release have the meanings given to them in the Offer to Purchase.

As of 5:00 p.m., New York City time, on March 4, 2019 (the Early Tender Deadline), $1,744,456,000 aggregate principal amount of the SCE&G Waterfall Bonds and $522,083,000 aggregate principal amount of the SCANA Notes were validly tendered and not properly withdrawn in the Offers. The withdrawal deadline for the Offers of 5:00 p.m., New York City time, on March 4, 2019 has passed. Accordingly, Debt Securities validly tendered in the Offers may no longer be withdrawn except where additional withdrawal rights are required by law.

The following tables set forth certain information regarding the Offers, including the aggregate principal amount of each series of Debt Securities that were validly tendered and not properly withdrawn.

Table I
SCE&G Waterfall Offer

Title of Security	CUSIP Number	Principal Amount Outstanding	Acceptance Priority Level	Reference U.S. Treasury Security	Bloomberg Reference Page	Early Tender Premium⁽¹⁾	Fixed Spread (basis points)	Principal Amount Tendered⁽²⁾
4.350% First Mortgage Bonds due 2042	837004CF5	$500,000,000	1	3.375% due 11/15/2048	FIT1	$30	100	$340,482,000
4.250% First Mortgage Bonds due 2028	837004CM0	$400,000,000	2	2.625% due 02/15/2029	FIT1	$30	65	$352,288,000
4.600% First Mortgage Bonds due 2043	837004CG3	$400,000,000	3	3.375% due 11/15/2048	FIT1	$30	105	$298,947,000
5.250% First Mortgage Bonds due 2035	837004BZ2	$100,000,000	4	3.375% due 11/15/2048	FIT1	$30	135	$16,005,000
5.500% First Mortgage Bonds due 2039	837004CD0	$150,000,000	5	3.375% due 11/15/2048	FIT1	$30	135	$34,292,000
5.800% First Mortgage Bonds due 2033	837004BW9	$200,000,000	6	2.625% due 02/15/2029	FIT1	$30	125	$33,325,000
5.300% First Mortgage Bonds due 2033	837004BX7	$300,000,000	6	2.625% due 02/15/2029	FIT1	$30	110	$150,879,000
5.450% First Mortgage Bonds due 2041	837004CE8	$350,000,000	6	3.375% due 11/15/2048	FIT1	$30	110	$181,717,000
5.100% First Mortgage Bonds due 2065	837004CJ7	$500,000,000	6	3.375% due 11/15/2048	FIT1	$30	130	$336,521,000

(1) Per $1,000 principal amount. (2) As reported by D.F. King & Co., Inc., the tender agent for the Offers.

Table II
SCANA Offer

Title of Security	CUSIP Number	Principal Amount Outstanding	Reference U.S. Treasury Security	Bloomberg Reference Page	Early Tender Premium⁽¹⁾	Fixed Spread (basis points)	Principal Amount Tendered⁽²⁾
6.250% Medium Term Notes due 2020	80589MAB8	$250,000,000	2.500% due 01/31/2021	FIT1	$30	65	$142,139,000
4.750% Medium Term Notes due 2021	80589MAD4	$300,000,000	2.500% due 01/31/2021	FIT1	$30	70	$209,509,000
4.125% Medium Term Notes due 2022	80589MAE2	$250,000,000	2.500% due 02/15/2022	FIT1	$30	85	$170,435,000

(1) Per $1,000 principal amount. (2) As reported by D.F. King & Co., Inc., the tender agent for the Offers.

Given that the aggregate purchase price of the SCE&G Waterfall Bonds validly tendered will exceed the SCE&G Waterfall Cap, the SCE&G Waterfall Bonds will, as reflected above, be purchased subject to the acceptance priority levels set forth in Table I above (the SCE&G Waterfall Acceptance Priority Levels) and proration as described in the Offer to Purchase. Similarly, because the aggregate purchase price of the SCANA Notes validly tendered will exceed the SCANA Cap, the SCANA Notes will, as reflected above, be purchased subject to proration as described in the Offer to Purchase.

Holders of Debt Securities that were validly tendered and not properly withdrawn at or prior to the Early Tender Deadline and are accepted for purchase will receive the applicable Total Consideration, which includes the applicable Early Tender Premium specified in the tables above. SCANA and SCE&G expect to issue a press release later today announcing the Total Consideration payable with respect to each series for which the applicable company will accept tendered Debt Securities for purchase.

In addition to the Total Consideration, holders of Debt Securities that were validly tendered and not properly withdrawn at or prior to the Early Tender Deadline and are accepted for purchase will also receive accrued and unpaid interest from, and including, the last interest payment date for such Debt Securities to, but not including, the Early Settlement Date (defined below). The applicable Total Consideration and accrued interest will be payable on the Early Settlement Date.

The settlement date for Debt Securities validly tendered at or prior to the Early Tender Deadline and accepted for purchase is expected to be March 6, 2019 (the Early Settlement Date). The obligation of SCANA and SCE&G, as applicable, to accept for payment and pay for Debt Securities validly tendered and not properly withdrawn in the applicable Offer is subject to the conditions set forth in the Offer to Purchase.

Although the Offers are scheduled to expire at 11:59 p.m., New York City time, on March 18, 2019 (the Expiration Time), unless extended by either SCANA or SCE&G, as applicable, in its sole discretion, because each Offer was fully subscribed as of the Early Tender Deadline, SCANA and SCE&G do not expect to accept for purchase any SCE&G Waterfall Bonds or SCANA Notes, as applicable, tendered after the Early Tender Deadline. As described in the Offer to Purchase, Debt Securities tendered and not accepted for purchase will be promptly returned or credited to the tendering holder's account.

RBC Capital Markets, LLC and U.S. Bancorp Investments, Inc. are acting as dealer managers for the Offers. For additional information regarding the terms of the Offers, please contact RBC Capital Markets, LLC at (877) 381-2099 (toll-free) or (212) 618-7843 (U.S.) 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 Offers, at (212) 269-5550 (for banks and brokers) or (866) 416-0576 (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 DEBT SECURITIES. THE OFFERS ARE BEING MADE SOLELY PURSUANT TO THE OFFER TO PURCHASE, WHICH SETS FORTH THE COMPLETE TERMS OF EACH OFFER THAT HOLDERS OF DEBT SECURITIES SHOULD CAREFULLY READ PRIOR TO MAKING ANY DECISION.

THE OFFER TO PURCHASE DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO PURCHASE DEBT SECURITIES 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.

Neither SCANA or SCE&G nor any of their respective affiliates, their respective board of directors, the dealer managers, the tender and information agent or the trustee with respect to the applicable series of Debt Securities made any recommendation as to whether Holders should tender any Debt Securities in response to the Offers, and neither SCANA or SCE&G nor any other such person authorized any person to make any such recommendation.

About SCANA
SCANA Corporation is a first-tier, wholly owned subsidiary of Dominion Energy that houses energy businesses in the Carolinas and Georgia.

About SCE&G
Based in Cayce, S.C., South Carolina Electric & Gas Company 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. Please visit www.sceg.com to learn more.

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 about $100 billion of assets providing electric generation, transmission and distribution, as well as natural gas storage, transmission, distribution and import/export services. As one of the nation's leading solar operators, the company intends to reduce its carbon intensity 60 percent by 2030. Through its Dominion Energy Charitable Foundation, as well as EnergyShare and other programs, Dominion Energy contributed nearly $35 million in 2018 to community causes. Please visit www.DominionEnergy.com to learn more.

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 SCANA and SCE&G expect or anticipate will occur in the future are forward-looking statements, and SCANA's and SCE&G's ability to predict results or the actual effect of future events is inherently uncertain. Although SCANA and SCE&G believe that the expectations reflected in any forward-looking statements are based on reasonable assumptions, they 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. SCANA and SCE&G undertake no obligation to update any forward-looking statement to reflect developments after the statement is made.

SOURCE Dominion Energy