SCE&G Announces Pricing of Its Any and All Tender Offer

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Feb 25, 2019, 15:59 ET

RICHMOND, Va., Feb. 25, 2019 /PRNewswire/ -- South Carolina Electric & Gas Company (SCE&G), a wholly owned subsidiary of Dominion Energy, Inc. (NYSE: D), today announced the pricing of its previously announced cash tender offer for any and all of its outstanding 3.500% First Mortgage Bonds due 2021, 4.100% First Mortgage Bonds due 2046 and 4.500% First Mortgage Bonds due 2064 (the SCE&G Any and All Bonds) (such offer, the SCE&G Any and All Offer).

The terms and conditions of the SCE&G Any and All Offer are described in the offer to purchase, dated Feb. 19, 2019 (the Offer to Purchase). Copies of the Offer to Purchase and the form of notice of guaranteed delivery are available at www.dfking.com/dei. Capitalized terms used in this press release and not defined herein have the meanings given to them in the Offer to Purchase.

The Total Consideration (as defined in the Offer to Purchase) for each $1,000 principal amount of the SCE&G Any and All Bonds validly tendered and accepted for purchase pursuant to the SCE&G Any and All Offer was determined in the manner described in the Offer to Purchase by reference to the applicable Fixed Spread set forth in the table below plus the applicable yield to maturity of the applicable U.S. Treasury Reference Security set forth in the table below based on the bid-side price of such Reference Security as measured as of 2:00 p.m., New York City time, on Feb. 25, 2019 (the SCE&G Any and All Price Determination Date).

The table below sets forth, among other things, the CUSIP Numbers, Fixed Spread, U.S. Treasury Reference Security and Total Consideration for the SCE&G Any and All Bonds as determined on the SCE&G Any and All Price Determination Date.

Title of Security	CUSIP Number	Reference U.S. Treasury Security	Bloomberg Reference Page	Fixed Spread (basis points)	Total Consideration⁽¹⁾
3.500% First Mortgage Bonds due 2021	837004CL2	2.500% due 01/31/2021	FIT1	35	$1,015.10
4.100% First Mortgage Bonds due 2046	837004CK4	3.375% due 11/15/2048	FIT1	100	$1,011.36
4.500% First Mortgage Bonds due 2064	837004CH1	3.375% due 11/15/2048	FIT1	125	$1,043.62

(1) Per $1,000 principal amount.

In addition to the Total Consideration, holders of the SCE&G Any and All Bonds whose SCE&G Any and All Bonds are accepted for purchase will also be paid accrued and unpaid interest with respect to their tendered SCE&G Any and All Bonds from, and including, the last interest payment date for such bonds to, but not including, the SCE&G Any and All Settlement Date (defined below), in each case rounded to the nearest cent. Accrued interest will be payable on the SCE&G Any and All Settlement Date.

The SCE&G Any and All Offer will expire at 5:00 p.m., New York City time, on Feb. 25, 2019, unless extended or earlier terminated (the SCE&G Any and All Expiration Time). SCE&G expressly reserves the right to extend the SCE&G Any and All Offer at any time and may amend or terminate such offer, if before such time as any SCE&G Any and All Bonds have been accepted for payment pursuant to the SCE&G Any and All Offer, any condition of such offer is not satisfied or, where applicable, waived by SCE&G.

SCE&G expects to settle the SCE&G Any and All Offer one business day following the SCE&G Any and All Expiration Time (the SCE&G Any and All Settlement Date). Assuming the SCE&G Any and All Offer is not extended and all conditions of such Offer have been satisfied or, where applicable, waived by SCE&G, SCE&G expects that the SCE&G Any and All Settlement Date will be Feb. 26, 2019.

Holders intending to utilize the notice of guaranteed delivery should refer to the discussion of the procedures for tendering through guaranteed delivery contained in the Offer to Purchase. SCE&G expects to settle with respect to any SCE&G Any and All Bonds validly tendered through guaranteed delivery and accepted for purchase on Feb. 28, 2019.

RBC Capital Markets, LLC and U.S. Bancorp Investments, Inc. are acting as dealer managers for the SCE&G Any and All Offer. For additional information regarding the terms of the SCE&G Any and All Offer, 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 SCE&G Any and All Offer, 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 SCE&G ANY AND ALL BONDS. THE SCE&G ANY AND ALL OFFER IS BEING MADE SOLELY PURSUANT TO THE OFFER TO PURCHASE, WHICH SETS FORTH THE COMPLETE TERMS OF SUCH OFFER THAT HOLDERS OF SCE&G ANY AND ALL BONDS SHOULD CAREFULLY READ PRIOR TO MAKING ANY DECISION.

THE OFFER TO PURCHASE DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO PURCHASE SCE&G ANY AND ALL 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.

Neither SCE&G nor any of its affiliates, its board of directors, the dealer managers, the tender and information agent or the trustee with respect to the SCE&G Any and All Bonds is making any recommendation as to whether Holders should tender any SCE&G Any and All Bonds in response to the SCE&G Any and All Offer, and neither SCE&G 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 SCE&G Any and All Bonds in the SCE&G Any and All Offer, and, if so, the principal amount of such bonds to tender.

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 SCE&G expects or anticipates will occur in the future are forward-looking statements, and SCE&G's ability to predict results or the actual effect of future events is inherently uncertain. Although SCE&G 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. SCE&G undertakes no obligation to update any forward-looking statement to reflect developments after the statement is made.

SOURCE Dominion Energy