8-KMaterial AgreementsFinancial EventsOther Events

DOMINION ENERGY, INC 8-K Report, Material Agreement (Jul 3, 2007)

Filed July 3, 2007For Securities:D

Summary

Dominion Resources, Inc. (now Dominion Energy) filed an 8-K on July 3, 2007, to report the completion of a merger with its wholly-owned subsidiary, Consolidated Natural Gas Company (CNG). The merger was effective as of June 30, 2007, and was executed under short-form merger provisions, allowing Dominion Resources to absorb CNG directly. The filing primarily details the assumption of CNG's long-term debt obligations and credit facility agreements by Dominion Resources. This includes over $2.1 billion in various series of debentures and senior notes across multiple indentures, as well as Dominion Resources' assumption of CNG's $1.7 billion credit facility. The company also noted that several CNG subsidiaries would become direct legal subsidiaries of Dominion Resources post-merger.

Key Highlights

  • 1Dominion Resources, Inc. completed a merger with its wholly-owned subsidiary, Consolidated Natural Gas Company (CNG), effective June 30, 2007.
  • 2The merger was executed under short-form merger provisions, allowing Dominion Resources to survive as the continuing corporation.
  • 3Dominion Resources expressly assumed all long-term debt obligations of CNG, totaling over $2.1 billion across multiple indentures.
  • 4These assumed debts include various series of debentures and senior notes with coupon rates ranging from 5.000% to 7.800% and maturities spanning from 2008 to 2041.
  • 5Dominion Resources also assumed CNG's $1.7 billion Amended and Restated Five-Year Credit Facility.
  • 6Several CNG subsidiaries, including Dominion Transmission, Inc. and The East Ohio Gas Company, became direct legal subsidiaries of Dominion Resources.
  • 7The filing includes supplemental indentures and acknowledgments related to the assumption of debt and credit facilities.

Frequently Asked Questions

The primary purpose of this 8-K filing was to officially report the completion of the merger between Dominion Resources, Inc. and its wholly-owned subsidiary, Consolidated Natural Gas Company (CNG), which became effective on June 30, 2007. It also detailed the assumption of CNG's financial obligations by Dominion Resources.

Dominion Resources assumed all of CNG's long-term debt obligations, which included over $2.1 billion in principal amounts of various debentures and senior notes issued under multiple indentures. Additionally, Dominion Resources assumed CNG's $1.7 billion credit facility.

As a result of the merger, CNG ceased to exist as a separate corporate entity, and Dominion Resources survived as the continuing corporation. Several CNG subsidiaries, such as Dominion Transmission, Inc. and The East Ohio Gas Company, became direct legal subsidiaries of Dominion Resources.

Yes, the filing references a Debt Tender Offer that was ongoing for certain debentures of CNG. The extent to which these debentures would be purchased was to be determined after the offer's expiration on July 11, 2007. This offer pertained to debentures issued under the 1971 and 1995 Indentures, and certain notes under the April 2001 Indenture.