SCE&G Announces Expiration, Final Results of Its Any and All Tender Offer

Staff Report From South Carolina CEO

Wednesday, February 27th, 2019

South Carolina Electric & Gas Company, a wholly owned subsidiary of Dominion Energy, Inc., announced the results of its previously announced cash tender offer for 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).

Holders of all SCE&G Any and All Bonds validly tendered (and not validly withdrawn) at or prior to the Expiration Time (defined below) and accepted for purchase were eligible to receive the applicable Total Consideration set forth in the table below.

 

Title of Security

CUSIP Number

Total Consideration(1)

 

3.500% First Mortgage Bonds due 2021

837004CL2

$1,015.10

 

4.100% First Mortgage Bonds due 2046

837004CK4

$1,011.36

 

4.500% First Mortgage Bonds due 2064

837004CH1

$1,043.62

 

(1)  Per $1,000 principal amount.

In addition to the applicable Total Consideration set forth above, holders of the SCE&G Any and All Bonds accepted for purchase were eligible to receive accrued and unpaid interest on the tendered SCE&G Any and All Bonds from, and including, the last interest payment date for such bonds to, but not including, the settlement date for the SCE&G Any and All Bonds.

The withdrawal deadline for the SCE&G Any and All Offer of 5:00 p.m., New York City time, on Feb. 25, 2019 passed and was not extended.  As of 5:00 p.m., New York City time, on Feb. 25, 2019 (the Expiration Time):

$297,127,000 aggregate principal amount of the 3.500% First Mortgage Bonds due 2021 were validly tendered and not validly withdrawn (the 2021 Tendered Bonds), which amount includes $100,000 aggregate principal amount of such bonds that remain subject to guaranteed delivery procedures;

$375,151,000 aggregate principal amount of the 4.100% First Mortgage Bonds due 2046 were validly tendered and not validly withdrawn (the 2046 Tendered Bonds), which amount includes $75,000 aggregate principal amount of such bonds that remain subject to guaranteed delivery procedures; and

$323,295,000 aggregate principal amount of the 4.500% First Mortgage Bonds due 2064 were validly tendered and not validly withdrawn (the 2064 Tendered Bonds, and, collectively with the 2021 Tendered Bonds and the 2046 Tendered Bonds, the Tendered Bonds), which amount includes $447,000 aggregate principal amount of such bonds that remain subject to guaranteed delivery procedures.

SCE&G accepted for payment and purchased all of the Tendered Bonds on Feb. 26, 2019. The terms and conditions of the SCE&G Any and All Offer are described in the offer to purchase, dated Feb. 19, 2019 (the Offer to Purchase).