Piedmont Natural Gas Announces Common Stock Offering
CHARLOTTE, N.C., Jan. 28, 2013 /PRNewswire/ -- Piedmont Natural Gas (NYSE: PNY) announced today that it intends to offer approximately 4,000,000 shares of its common stock in a registered underwritten public offering. Of the approximately 4,000,000 shares of Piedmont common stock being offered, Piedmont expects to sell approximately 3,000,000 shares to the underwriters in the offering, and the forward counterparty (as defined below) expects to borrow and sell to such underwriters approximately 1,000,000 shares in connection with the forward sale agreement described below. In conjunction with the offering, Piedmont intends to grant to the underwriters an option to purchase up to 600,000 additional shares of Piedmont's common stock either directly from Piedmont or from the forward counterparty described below, at Piedmont's election.
In connection with the offering, Piedmont intends to enter into a forward sale agreement with Morgan Stanley, referred to in such capacity as the forward counterparty, pursuant to which Piedmont will agree to sell to the forward counterparty (subject to its right to elect net share or cash settlement of such forward sale agreement) approximately 1,000,000 shares of Piedmont's common stock, at a price per share equal to the public offering price of Piedmont's shares of common stock in this offering, less the underwriting discounts and commissions and subject to certain adjustments.
Piedmont intends to use any net proceeds that it receives from the offering and any proceeds that it receives upon settlement of the forward sale agreement described above to finance capital expenditures, repay outstanding short-term, unsecured notes under its commercial paper program and for other general corporate purposes.
Morgan Stanley, J.P. Morgan and Wells Fargo Securities are the joint book-running managers for the offering. The co-managers are BB&T Capital Markets and RBC Capital Markets.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make an offer, solicitation or sale in such jurisdiction. The public offering is being made pursuant to an effective shelf registration statement that has been filed with the Securities and Exchange Commission, or SEC. A preliminary prospectus supplement related to the offering will be filed with the SEC and will be available on the SEC's website at http://www.sec.gov. In addition, copies of the prospectus and prospectus supplement relating to the shares of common stock offered in the offering may be obtained when available by contacting Morgan Stanley & Co. LLC (Attention: Prospectus Department) at 180 Varick Street, Second Floor, New York, New York 10014 or by telephone at (866) 718-1649 or by email at email@example.com; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by telephone at 866-803-9204; or Wells Fargo Securities, LLC (Attention: Equity Syndicate Department) at 375 Park Avenue, New York, New York 10152 or by telephone at 800-326-5897 or by email at firstname.lastname@example.org.
This press release contains forward-looking statements. These statements are based on management's current expectations from information currently available and are believed to be reasonable and are made in good faith. However, the forward-looking statements are subject to future events, risks, uncertainties and other factors that could cause actual results to differ materially from those projected in the statements. Factors that may make the actual results differ from anticipated results include, but are not limited to, weather conditions, rate of customer growth, the cost and availability of natural gas, competition from other energy providers, new legislation and regulations and application of existing laws and regulations, economic and capital market conditions, the cost and availability of labor and materials and other uncertainties, all of which are difficult to predict and some of which are beyond our control. For these reasons, you should not place undue reliance on these forward-looking statements when making investment decisions. The words "expect," "believe," "project," "anticipate," "intend," "should," "could," "assume," "can," "estimate," "forecast," "future," "indicate," "outlook," "plan," "predict," "seek," "target," "would," and variations of such words and similar expressions are intended to identify forward-looking statements. Forward-looking statements are based on information available to us as of the date they are made and we do not undertake any obligation to update publicly any forward-looking statement, either as a result of new information, future events or otherwise. More information about the risks and uncertainties relating to these forward-looking statements may be found in Piedmont's latest Form 10-K, which is available on the SEC's website at http://www.sec.gov/.
About Piedmont Natural Gas
Piedmont Natural Gas is an energy services company primarily engaged in the distribution of natural gas to more than one million residential, commercial, industrial and power generation utility customers in portions of North Carolina, South Carolina and Tennessee, including 51,600 customers served by municipalities who are wholesale customers. Our subsidiaries are invested in joint venture, energy-related businesses, including unregulated retail natural gas marketing, and regulated interstate natural gas transportation and storage and intrastate natural gas transportation businesses. More information about Piedmont Natural Gas is available on the Internet at http://www.piedmontng.com.
SOURCE Piedmont Natural Gas