Dominion Announces Early Results of Cash Tender Offer

RICHMOND, Va., July 19, 2016 /PRNewswire/ -- Dominion Resources, Inc. (NYSE: D), today announced the early results of its previously announced tender offer (the "Tender Offer") to purchase up to $200,000,000 maximum aggregate principal amount (subject to increase by Dominion, the "Tender Cap") of the following series of notes issued by Dominion:

  • 2006 Series A Enhanced Junior Subordinated Notes due 2066 (the "Series A Notes"); and
  • 2006 Series B Enhanced Junior Subordinated Notes due 2066 (the "Series B Notes" and, together with the Series A Notes, the "Notes").

The Tender Offer is described in the offer to purchase dated July 5, 2016 (the "Offer to Purchase"), and the related letter of transmittal (the "Letter of Transmittal" and, together with the Offer to Purchase, the "Offer Documents"), previously sent to holders of the Notes.

According to information received from D.F. King & Co., Inc., the information and tender agent for the Tender Offer (the "Information and Tender Agent"), as of 5:00 p.m., New York City time, on July 18, 2016 (the "Early Tender Time"), Dominion had received valid tenders of Notes as outlined in the table below.

Title of

Notes

CUSIP/
ISIN

Aggregate
Principal
Amount
Outstanding

Principal Amount Tendered

Principal Amount Accepted

Approximate
Proration Factor

Acceptance Priority Level

Early

Tender Premium

Full Tender Offer Consideration
(1) (2)

2006 Series B Enhanced Junior Subordinated Notes due 2066

25746UAZ2/
US25746UAZ21

$373,346,000

$73,926,000

$73,926,000

N/A

1

$30

$800

2006 Series A Enhanced Junior Subordinated Notes due 2066

25746UAY5/
US25746UAY55

$247,479,000

$124,679,000

$124,679,000

N/A

2

$30

$900


(1) Includes the Early Tender Premium.

(2) Per $1,000 Principal Amount of Notes.  Dominion will also pay accrued and unpaid interest to, but not including, the applicable Settlement Date ("Accrued Interest").


As set forth in the Offer to Purchase, holders of Notes who validly tendered their Notes at or prior to the Early Tender Time and whose Notes are accepted for purchase will receive the applicable Full Tender Offer Consideration, which includes the applicable Early Tender Premium, as set forth in the table above, plus Accrued Interest. Dominion has exercised its right to early accept for purchase all Notes validly tendered at or prior to the Early Tender Time. The Notes will be purchased on the "Early Settlement Date", which 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.

The Tender Offer will expire at 11:59 p.m., New York City time, on Aug. 1, 2016, unless extended or earlier terminated by Dominion (the "Expiration Time"). Holders who have not already tendered their Notes may continue to do so at any time prior to the Expiration Time, but to the extent those Notes are validly tendered and accepted for purchase, the holders will be entitled to receive only the applicable Tender Offer Consideration, which is equal to the applicable Full Tender Offer Consideration less the Early Tender Premium, subject to Acceptance Priority Levels, proration and the Tender Cap. No tenders submitted after the Expiration Time will be valid. The Settlement Date, if necessary, for Notes validly tendered after the Early Tender Time and on or before the Expiration Time and which are accepted for purchase is expected to occur on the first business day following the Expiration Time. 

The Withdrawal Time for the Tender Offer was 5:00 p.m., New York City time, on July 18, 2016, and has not been extended. Accordingly, previously tendered Notes and Notes tendered after the Withdrawal Time and prior to the Expiration Time may not be withdrawn, subject to applicable law.

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 J.P. Morgan Securities LLC are acting as the dealer managers for the Tender Offer (the "Dealer Managers"). D.F. King & Co., Inc. is acting as the Information and Tender Agent for the Tender Offer. 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 dominion@dfking.com.

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 Resources, Inc. 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.

SOURCE Dominion

For further information: Media: Ryan Frazier, (804) 819-2521 or C.Ryan.Frazier@dom.com ; Financial analysts: Kristy Babcock, (804) 819-2492 or Kristy.R.Babcock@dom.com