Dominion Announces Pricing Of Equity Units

RICHMOND, Va., June 4, 2013 /PRNewswire/ -- Dominion (NYSE: D) announced today that it has priced its offerings of 10 million 2013 Series A equity units and 10 million 2013 Series B equity units. Each 2013 Series A equity unit will be issued in a stated amount of $50 ($500 million aggregate stated amount) and will consist of a contract to purchase common stock in the future and a 1/20 undivided beneficial ownership interest in Dominion's 2013 Series A 1.07% remarketable subordinated notes due 2021 having a principal amount of $1,000. The 2013 Series A equity units are subject to remarketing to commence no earlier than December 30, 2015. Each 2013 Series B equity unit will be issued in a stated amount of $50 ($500 million aggregate stated amount) and will consist of a contract to purchase common stock in the future and a 1/20 undivided beneficial ownership interest in Dominion's 2013 Series B 1.18% remarketable subordinated notes due 2019 having a principal amount of $1,000. The 2013 Series B equity units are subject to remarketing to commence no earlier than March 30, 2016. The offerings are expected to close on June 7, 2013, subject to customary closing conditions.

Total annual distribution on the 2013 Series A equity units will be at the rate of 6.125 percent, consisting of interest on the 2013 Series A remarketable subordinated notes at a rate of 1.07 percent and payments under the related stock purchase contracts at a rate of 5.055 percent.  The reference price for the 2013 Series A equity units is $55.55 per share. The threshold appreciation price for the 2013 Series A equity units is $65.2742 per share, which represents a premium of approximately 17.5 percent over the reference price.  Under the purchase contract, holders are required to purchase a variable number of shares of Dominion common stock no later than April 1, 2016.

Total annual distribution on the 2013 Series B equity units will be at the rate of 6.00 percent, consisting of interest on the 2013 Series B remarketable subordinated notes at a rate of 1.18 percent and payments under the related stock purchase contracts at a rate of 4.82 percent.  The reference price for the 2013 Series B equity units is $55.55 per share. The threshold appreciation price for the 2013 Series B equity units is $65.2742 per share, which represents a premium of approximately 17.5 percent over the reference price. Under the purchase contract, holders are required to purchase a variable number of shares of Dominion common stock no later than July 1, 2016. 

Dominion has granted the underwriters an option to purchase during the 13-day period beginning on, and including, the initial issuance date of each series of the equity units up to 1 million additional equity units per series, or an additional aggregate stated amount of $50 million per series.

Dominion intends to use the net proceeds from these offerings, which are expected to be $970 million in the aggregate or $1,067 million in the aggregate if the over-allotment option is exercised in full (in each case, after deducting underwriting discounts and commissions but before deducting other offering expenses), for general corporate purposes and to fund its growth plan, including the Cove Point liquefaction project.

BofA Merrill Lynch, Goldman, Sachs & Co., J.P. Morgan Securities LLC and UBS Securities LLC are acting as joint book-running managers for the offerings.

The offerings are being made under an effective shelf registration statement filed with the U.S. Securities and Exchange Commission. This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such jurisdiction.  Any offers of the securities will be made exclusively by means of a prospectus supplement and accompanying prospectus.  Copies of these documents may be obtained by contacting BofA Merrill Lynch at 222 Broadway, New York, NY 10038, Attn: Prospectus Department; Goldman, Sachs & Co. at 1-866-471-2526; J.P. Morgan at 1-866-803-9204; or UBS Investment Bank at 299 Park Avenue, New York, NY 10171, Attn: Prospectus Department, Telephone: 1-888-827-7275.

Dominion is one of the nation's largest producers and transporters of energy, with a portfolio of approximately 27,000 megawatts of generation, 11,000 miles of natural gas transmission, gathering and storage pipeline, and 6,400 miles of electric transmission lines. Dominion operates one of the nation's largest natural gas storage systems with 947 billion cubic feet of storage capacity and serves retail energy customers in 15 states.

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 any offering 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 prevailing conditions in the public capital markets, interest rates, economic, political and market factors affecting trading volumes, securities prices or demand for our equity and debt securities.  We 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 U.S. Securities and Exchange Commission. We refer you to those discussions for further information.

SOURCE Dominion



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