July 5, 2016 - 4:52 PM EDT
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Dominion Announces Cash Tender Offer for up to $200,000,000 of Its 2006 Series A Enhanced Junior Subordinated Notes Due 2066, 2006 Series B Enhanced Junior Subordinated Notes Due 2066

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


 

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
















































(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 e­mail at [email protected].

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.


Source: PR Newswire (July 5, 2016 - 4:52 PM EDT)

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