SCANA, SCE&G Announce Early Tender Results
Staff Report From South Carolina CEO
Wednesday, March 6th, 2019
SCANA Corporation and South Carolina Electric & Gas Company, which are wholly owned subsidiaries of Dominion Energy, Inc., announced the early results of their previously announced offers to purchase for cash (i) an amount of SCE&G's first mortgage bonds listed in Table I below (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 SCE&G's previously settled offer to purchase for cash any and all of its 3.500% First Mortgage Bonds due 2021, 4.100% First Mortgage Bonds due 2046 and 4.500% First Mortgage Bonds due 2064 (such amount, the SCE&G Waterfall Cap), subject to the SCE&G Waterfall Acceptance Priority Levels (defined below) and proration, as applicable (such offer, the SCE&G Waterfall Offer); and (ii) an amount of SCANA's medium term notes listed in Table II below (the SCANA Notes and, together with the SCE&G Waterfall Bonds, the Debt Securities) having an aggregate purchase price of up to $300,000,000 (the SCANA Offer Cap), subject to proration, as applicable (such offer, the SCANA Offer and, together with the SCE&G Waterfall Offer, the Offers).
The Offers are being made upon and are subject to the terms and conditions set forth in the offer to purchase, dated Feb. 19, 2019 (the Offer to Purchase). Copies of the Offer to Purchase are available at www.dfking.com/dei. Terms used and not defined in this press release have the meanings given to them in the Offer to Purchase.
As of 5:00 p.m., New York City time, on March 4, 2019 (the Early Tender Deadline), $1,744,456,000 aggregate principal amount of the SCE&G Waterfall Bonds and $522,083,000 aggregate principal amount of the SCANA Notes were validly tendered and not properly withdrawn in the Offers. The withdrawal deadline for the Offers of 5:00 p.m., New York City time, on March 4, 2019 has passed. Accordingly, Debt Securities validly tendered in the Offers may no longer be withdrawn except where additional withdrawal rights are required by law.
The following tables set forth certain information regarding the Offers, including the aggregate principal amount of each series of Debt Securities that were validly tendered and not properly withdrawn.
Table I |
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SCE&G Waterfall Offer |
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Title of Security |
CUSIP Number |
Principal |
Acceptance |
Reference U.S. |
Bloomberg Reference Page |
Early |
Fixed Spread (basis points) |
Principal |
|
4.350% First Mortgage Bonds due 2042 |
837004CF5 |
$500,000,000 |
1 |
3.375% due 11/15/2048 |
FIT1 |
$30 |
100 |
$340,482,000 |
|
4.250% First Mortgage Bonds due 2028 |
837004CM0 |
$400,000,000 |
2 |
2.625% due 02/15/2029 |
FIT1 |
$30 |
65 |
$352,288,000 |
|
4.600% First Mortgage Bonds due 2043 |
837004CG3 |
$400,000,000 |
3 |
3.375% due 11/15/2048 |
FIT1 |
$30 |
105 |
$298,947,000 |
|
5.250% First Mortgage Bonds due 2035 |
837004BZ2 |
$100,000,000 |
4 |
3.375% due 11/15/2048 |
FIT1 |
$30 |
135 |
$16,005,000 |
|
5.500% First Mortgage Bonds due 2039 |
837004CD0 |
$150,000,000 |
5 |
3.375% due 11/15/2048 |
FIT1 |
$30 |
135 |
$34,292,000 |
|
5.800% First Mortgage Bonds due 2033 |
837004BW9 |
$200,000,000 |
6 |
2.625% due 02/15/2029 |
FIT1 |
$30 |
125 |
$33,325,000 |
|
5.300% First Mortgage Bonds due 2033 |
837004BX7 |
$300,000,000 |
6 |
2.625% due 02/15/2029 |
FIT1 |
$30 |
110 |
$150,879,000 |
|
5.450% First Mortgage Bonds due 2041 |
837004CE8 |
$350,000,000 |
6 |
3.375% due 11/15/2048 |
FIT1 |
$30 |
110 |
$181,717,000 |
|
5.100% First Mortgage Bonds due 2065 |
837004CJ7 |
$500,000,000 |
6 |
3.375% due 11/15/2048 |
FIT1 |
$30 |
130 |
$336,521,000 |
|
(1) Per $1,000 principal amount. (2) As reported by D.F. King & Co., Inc., the tender agent for the Offers. |
Table II |
||||||||
SCANA Offer |
||||||||
Title of Security |
CUSIP Number |
Principal |
Reference U.S. |
Bloomberg |
Early |
Fixed Spread (basis |
Principal |
|
6.250% Medium Term Notes due 2020 |
80589MAB8 |
$250,000,000 |
2.500% due 01/31/2021 |
FIT1 |
$30 |
65 |
$142,139,000 |
|
4.750% Medium Term Notes due 2021 |
80589MAD4 |
$300,000,000 |
2.500% due 01/31/2021 |
FIT1 |
$30 |
70 |
$209,509,000 |
|
4.125% Medium Term Notes due 2022 |
80589MAE2 |
$250,000,000 |
2.500% due 02/15/2022 |
FIT1 |
$30 |
85 |
$170,435,000 |
|
(1) Per $1,000 principal amount. (2) As reported by D.F. King & Co., Inc., the tender agent for the Offers.
|
Given that the aggregate purchase price of the SCE&G Waterfall Bonds validly tendered will exceed the SCE&G Waterfall Cap, the SCE&G Waterfall Bonds will, as reflected above, be purchased subject to the acceptance priority levels set forth in Table I above (the SCE&G Waterfall Acceptance Priority Levels) and proration as described in the Offer to Purchase. Similarly, because the aggregate purchase price of the SCANA Notes validly tendered will exceed the SCANA Cap, the SCANA Notes will, as reflected above, be purchased subject to proration as described in the Offer to Purchase.
Holders of Debt Securities that were validly tendered and not properly withdrawn at or prior to the Early Tender Deadline and are accepted for purchase will receive the applicable Total Consideration, which includes the applicable Early Tender Premium specified in the tables above. SCANA and SCE&G expect to issue a press release later today announcing the Total Consideration payable with respect to each series for which the applicable company will accept tendered Debt Securities for purchase.
In addition to the Total Consideration, holders of Debt Securities 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 Debt Securities 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 Debt Securities validly tendered at or prior to the Early Tender Deadline and accepted for purchase is expected to be March 6, 2019 (the Early Settlement Date). The obligation of SCANA and SCE&G, as applicable, to accept for payment and pay for Debt Securities validly tendered and not properly withdrawn in the applicable Offer is subject to the conditions set forth in the Offer to Purchase.
Although the Offers are scheduled to expire at 11:59 p.m., New York City time, on March 18, 2019 (the Expiration Time), unless extended by either SCANA or SCE&G, as applicable, in its sole discretion, because each Offer was fully subscribed as of the Early Tender Deadline, SCANA and SCE&G do not expect to accept for purchase any SCE&G Waterfall Bonds or SCANA Notes, as applicable, tendered after the Early Tender Deadline. As described in the Offer to Purchase, Debt Securities tendered and not accepted for purchase will be promptly returned or credited to the tendering holder's account.
RBC Capital Markets, LLC and U.S. Bancorp Investments, Inc. are acting as dealer managers for the Offers. For additional information regarding the terms of the Offers, please contact RBC Capital Markets, LLC at (877) 381-2099 (toll-free) or (212) 618-7843 (U.S.) or U.S. Bancorp Investments, Inc. at (877) 558-2607 (toll-free) or (612) 336-7604 (collect). Requests for the Offer to Purchase may be directed to D.F. King & Co., Inc., which is acting as the Tender Agent and Information Agent for the Offers, at (212) 269-5550 (for banks and brokers) or (866) 416-0576 (all others, toll-free) or email dei@dfking.com.