2014

Dominion Gas Holdings Announces Exchange Offer

RICHMOND, Va., June 25, 2014 /PRNewswire/ -- Dominion Gas Holdings, LLC, a wholly owned subsidiary of Dominion (NYSE: D), announced today that it has commenced an offer to exchange (i) $400,000,000 aggregate principal amount of its registered 1.05% Series A Senior Notes due 2016 for an equal aggregate principal amount of its unregistered 1.05% Series A Senior Notes due 2016; (ii) $400,000,000 aggregate principal amount of its registered 3.55% Series B Senior Notes due 2023 for an equal aggregate principal amount of its unregistered 3.55% Series B Senior Notes due 2023; and (iii) $400,000,000 aggregate principal amount of its registered 4.80% Series C Senior Notes due 2043 for an equal aggregate principal amount of its unregistered 4.80% Series C Senior Notes due 2043.  The terms of the exchange notes are identical in all material respects to the terms of the initial notes for which they are being exchanged, except that the transfer restrictions, the registration rights and provisions for additional interest applicable to the initial notes are not applicable to the exchange notes.

Dominion Gas is commencing the exchange offer to satisfy its obligations under a registration rights agreement entered into in connection with the issuance of the initial notes.  The exchange offer does not represent a new financing transaction and there will be no proceeds to Dominion Gas when the exchange offer settles.

Dominion Gas will accept for exchange any and all initial notes validly tendered prior to 5:00 p.m., New York City time, on July 24, 2014, unless Dominion Gas extends the exchange offer in its sole discretion. 

Copies of the prospectus, the letter of transmittal and the other transmittal materials governing the exchange offer may be obtained from the Exchange Agent, Deutsche Bank Trust Company Americas, at the following address:

DB Services Americas, Inc.
Attention: Reorg. Department
5022 Gate Parkway, Suite 200
Jacksonville, FL 32256

This press release is not an offer to exchange or a solicitation of acceptance of the offer to exchange any notes.  The exchange offer is being made only pursuant to Dominion Gas' prospectus, dated June 25, 2014, which has been filed with the Securities and Exchange Commission, and the related letter of transmittal.  The exchange offer is not being made to holders in any jurisdiction in which the exchange offer or its acceptance would not comply with applicable securities or blue sky laws.  Dominion Gas has not authorized any person to provide information in connection with the exchange offer other than as set forth in the prospectus, letter of transmittal and other transmittal materials filed with the Securities and Exchange Commission. 

Dominion Gas is a wholly owned subsidiary of Dominion Resources, Inc., one of the nation's largest producers and transporters of energy. Dominion Gas serves as the intermediate parent company for the majority of Dominion's regulated natural gas operating subsidiaries, which conduct business activities through an interstate natural gas transmission pipeline system and storage facilities, a local natural gas distribution network and natural gas gathering, processing and treatment facilities.

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 exchange 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.  We have identified a number of additional generally applicable factors in our prospectus, filed with the Securities and Exchange Commission on June 25, 2014, and will identify additional generally applicable factors in the future 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



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