South Carolina Electric & Gas Company and SCANA Corporation Launch Cash Tender Offers for Certain Outstanding Debt Securities
February 19, 2019 at 08:42 am EST
SCANA Corporation (SCANA) and South Carolina Electric & Gas Company (SCE&G), which are wholly owned subsidiaries of Dominion Energy Inc. announced the commencement of cash tender offers for certain of each company's outstanding debt securities. The Offers are composed of: SCE&G's offer to purchase for cash 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); SCE&G's offer to purchase for cash an amount of its 4.350% First Mortgage Bonds due 2042, 4.250% First Mortgage Bonds due 2028, 4.600% First Mortgage Bonds due 2043, 5.250% First Mortgage Bonds due 2035, 5.500% First Mortgage Bonds due 2039, 5.800% First Mortgage Bonds due 2033, 5.300% First Mortgage Bonds due 2033, 5.450% First Mortgage Bonds due 2041 and 5.100% First Mortgage Bonds due 2065 (the SCE&G Waterfall Bonds), having an aggregate purchase price of up to $1,200,000,000 less the aggregate purchase price payable with respect to the SCE&G Any and All Bonds purchased by SCE&G in the SCE&G Any and All Offer (the SCE&G Waterfall Cap) (such offer, the SCE&G Waterfall Offer); provided, that SCE&G Waterfall Bonds tendered in the SCE&G Waterfall Offer shall be subject to the SCE&G Waterfall Acceptance Priority Levels (defined below), the SCE&G Waterfall Early Tender Priority (defined below) and proration, as applicable. SCANA's offer to purchase for cash an amount of its 6.250% Medium Term Notes due 2020, 4.750% Medium Term Notes due 2021 and 4.125% Medium Term Notes due 2022 (the SCANA Notes, and, together with the SCE&G Any and All Bonds and the SCE&G Waterfall Bonds, the Debt Securities) having an aggregate purchase price of up to $300,000,000 (the SCANA Offer Cap) (such offer, the SCANA Offer, and together with the SCE&G Any and All Offer and the SCE&G Waterfall Offer, the Offers), subject to proration, as applicable. The SCE&G Any and All Offer will expire on February 25, 2019, unless extended or earlier terminated by SCE&G (such date and time, as the same may be extended, the SCE&G Any and All Expiration Time). Holders of SCE&G Any and All Bonds must validly tender and not properly withdraw their SCE&G Any and All Bonds at or prior to the SCE&G Any and All Expiration Time to be eligible to receive the applicable Total Consideration, plus accrued interest. Validly tendered SCE&G Any and All Bonds may be withdrawn at any time (A) at or prior to the earlier of on February 25, 2019, unless extended by SCE&G, and if the SCE&G Any and All Expiration Time is extended, the 10th business day after the date of the Offer to Purchase and (B) after the 60th business day after the date of the Offer to Purchase if the SCE&G Any and All Offer has not been consummated as of such date (such date and time, as applicable, the SCE&G Any and All Withdrawal Deadline). The SCE&G Waterfall Offer will expire on March 18, 2019, unless extended or earlier terminated by SCE&G (such date and time, as the same may be extended, the SCE&G Waterfall Expiration Time). Holders of SCE&G Waterfall Bonds must validly tender and not properly withdraw their SCE&G Waterfall Bonds at or prior to March 4, 2019, unless extended by SCE&G (such date at time, as the same may be extended, the SCE&G Waterfall Early Tender Deadline), to be eligible to receive, subject to the SCE&G Waterfall Cap, the SCE&G Waterfall Acceptance Priority Levels and proration, as applicable, the applicable Total Consideration, which includes the Early Tender Premium, plus accrued interest. Any SCE&G Waterfall Bonds validly tendered after the SCE&G Waterfall Early Tender Deadline but prior to or at the SCE&G Waterfall Expiration Time will be eligible to receive only the applicable Late Tender Offer Consideration (as defined in the Offer to Purchase), plus accrued interest. Validly tendered SCE&G Waterfall Bonds may be withdrawn at any time at or prior to March 4, 2019, unless extended by SCE&G (such date and time, as the same may be extended, the SCE&G Waterfall Withdrawal Deadline), but not thereafter. The SCANA Offer will on March 18, 2019, unless extended or earlier terminated by SCANA (such date and time, as the same may be extended, the SCANA Expiration Time). Holders of SCANA Notes must validly tender and not properly withdraw their SCANA Notes at or prior to March 4, 2019, unless extended by SCANA (such date and time, as the same may be extended, the SCANA Early Tender Deadline), to be eligible to receive, subject to the SCANA Offer Cap and proration, as applicable, the applicable Total Consideration, which includes the applicable Early Tender Premium, plus accrued interest. SCANA Notes tendered after the SCANA Early Tender Deadline but prior to or at the SCANA Expiration Time will only be eligible to receive, subject to the SCANA Offer Cap and proration, as applicable, the applicable Late Tender Offer Consideration plus accrued interest. Validly tendered SCANA Notes may be withdrawn at any time at or prior to on March 4, 2019, unless extended by SCANA (such date and time, as the same may be extended, the SCANA Withdrawal Deadline), but not thereafter.