SCE&G Announces Expiration, Final Results of Its Any and All Tender Offer

PRNewswire 26-Feb-2019 8:45 AM

RICHMOND, Va., Feb. 26, 2019 /PRNewswire/ -- South Carolina Electric & Gas Company (SCE&G), a wholly owned subsidiary of Dominion Energy, Inc. (NYSE:D), today announced the results 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).

Holders of all SCE&G Any and All Bonds validly tendered (and not validly withdrawn) at or prior to the Expiration Time (defined below) and accepted for purchase were eligible to receive the applicable Total Consideration set forth in the table below.

In addition to the applicable Total Consideration set forth above, holders of the SCE&G Any and All Bonds accepted for purchase were eligible to receive accrued and unpaid interest on the tendered SCE&G Any and All Bonds from, and including, the last interest payment date for such bonds to, but not including, the settlement date for the SCE&G Any and All Bonds.

The withdrawal deadline for the SCE&G Any and All Offer of 5:00 p.m., New York City time, on Feb. 25, 2019 passed and was not extended.  As of 5:00 p.m., New York City time, on Feb. 25, 2019 (the Expiration Time):

• $297,127,000 aggregate principal amount of the 3.500% First Mortgage Bonds due 2021 were validly tendered and not validly withdrawn (the 2021 Tendered Bonds), which amount includes $100,000 aggregate principal amount of such bonds that remain subject to guaranteed delivery procedures;
• $375,151,000 aggregate principal amount of the 4.100% First Mortgage Bonds due 2046 were validly tendered and not validly withdrawn (the 2046 Tendered Bonds), which amount includes $75,000 aggregate principal amount of such bonds that remain subject to guaranteed delivery procedures; and
• $323,295,000 aggregate principal amount of the 4.500% First Mortgage Bonds due 2064 were validly tendered and not validly withdrawn (the 2064 Tendered Bonds, and, collectively with the 2021 Tendered Bonds and the 2046 Tendered Bonds, the Tendered Bonds), which amount includes $447,000 aggregate principal amount of such bonds that remain subject to guaranteed delivery procedures.

SCE&G accepted for payment and purchased all of the Tendered Bonds on Feb. 26, 2019. 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). A copy of the Offer to Purchase is 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.

RBC Capital Markets, LLC and U.S. Bancorp Investments, Inc. acted 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 acted 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 dei@dfking.com.

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 made 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 authorized any person to make any such recommendation.

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.

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SOURCE Dominion Energy