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.