Dominion Energy South Carolina Announces Pricing of Tender Offer
Staff Report From South Carolina CEO
Friday, September 13th, 2019
Dominion Energy South Carolina, Inc. (DESC), a wholly owned subsidiary of Dominion Energy, Inc, announced the pricing of its previously announced offer to purchase for cash up to $552,334,000 aggregate principal amount (the Offer Cap) of its 4.250% First Mortgage Bonds due 2028, 4.350% First Mortgage Bonds due 2042 and 4.600% First Mortgage Bonds due 2043 (collectively, the Bonds) (such offer, the Offer), subject to the acceptance priority levels set forth in the table below (the Acceptance Priority Levels), the Early Tender Priority and proration, as applicable.
The Offer is being made upon and is subject to the terms and conditions set forth in the Offer to Purchase, dated Aug. 28, 2019 (the Offer to Purchase). Copies of the Offer to Purchase are available at www.dfking.com/dominion. Terms used and not defined in this press release have the meanings given to them in the Offer to Purchase.
The table below sets forth the Total Consideration for the Bonds that will be accepted for purchase.
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)(2) |
Total |
4.250% First Mortgage Bonds due 2028 |
837004CM0 |
$400,000,000 |
1 |
1.625% due August 15, 2029 |
FIT1 |
$30 |
65 |
$1,146.10 |
4.350% First Mortgage Bonds due 2042 |
837004CF5 |
$324,433,000 |
2 |
2.875% due May 15, 2049 |
FIT1 |
$30 |
95 |
$1,189.04 |
4.600% First Mortgage Bonds due 2043 |
837004CG3 |
$400,000,000 |
3 |
2.875% due May 15, 2049 |
FIT1 |
$30 |
100 |
—(3) |
_______________ |
(1) Per $1,000 principal amount. |
(2) Inclusive of Early Tender Premium |
(3) Bonds of such series will not be accepted for purchase due to the Offer Cap. |
The applicable Total Consideration for each $1,000 principal amount of Bonds as set forth above was determined in the manner described in the Offer to Purchase by reference to the applicable Fixed Spread set forth above plus the applicable yield to maturity of the applicable U.S. Treasury Reference Security based on the bid-side price of such reference security as measured as of 10:00 a.m., New York City time, on Sept. 12, 2019.
Holders of Bonds that were validly tendered and not properly withdrawn at or prior to 5:00 p.m., New York City time, on Sept. 11, 2019 (the Early Tender Deadline), and are accepted for purchase will receive the applicable Total Consideration, as defined in the Offer to Purchase, which includes the applicable Early Tender Premium specified in the table above.
In addition to the Total Consideration, holders of Bonds 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 Bonds 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 Bonds validly tendered at or prior to the Early Tender Deadline and accepted for purchase is expected to be Sept. 13, 2019 (the Early Settlement Date). The obligation of DESC to accept for payment and pay for Bonds validly tendered and not properly withdrawn in the Offer is subject to the conditions set forth in the Offer to Purchase.
Although the Offer is scheduled to expire at 11:59 p.m., New York City time, on Sept. 25, 2019 (the Expiration Time), unless extended by DESC in its sole discretion, because the Offer was fully subscribed as of the Early Tender Deadline, DESC does not expect to accept for purchase any Bonds tendered after the Early Tender Deadline. As described in the Offer to Purchase, Bonds tendered and not accepted for purchase will be promptly returned or credited to the tendering holder's account.