Attached files

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EX-1.1 - EX-1.1 - PIEDMONT NATURAL GAS CO INCd17754dex11.htm
EX-5.1 - EX-5.1 - PIEDMONT NATURAL GAS CO INCd17754dex51.htm
EX-4.2 - EX-4.2 - PIEDMONT NATURAL GAS CO INCd17754dex42.htm
EX-4.1 - EX-4.1 - PIEDMONT NATURAL GAS CO INCd17754dex41.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 14, 2015

 

 

Piedmont Natural Gas Company, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

North Carolina   1-6196   56-0556998
(State of Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
4720 Piedmont Row Drive, Charlotte, NC   28210
(Address of Principal Executive Offices)   (Zip Code)

704-364-3120

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01. Entry into a Material Definitive Agreement.

On September 14, 2015, Piedmont Natural Gas Company, Inc. (the “Company”) issued $150,000,000 in aggregate principal amount of its 3.60% Senior Notes due 2025 (the “Senior Notes”). The Senior Notes were issued pursuant to an indenture, dated as of April 1, 1993, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to Citibank, N.A., as trustee (the “Base Indenture”), as supplemented by the seventh supplemental indenture, dated as of September 14, 2015, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Seventh Supplemental Indenture” and together with the Base Indenture, the “Indenture”).

The Senior Notes will mature on September 1, 2025 and will bear interest from September 14, 2015 at the rate of 3.60% per year. Prior to June 1, 2025, the Company may at its option redeem the Senior Notes, in whole or in part, at the “make-whole premium” indicated under the section entitled “Description of the Notes—Optional Redemption” in the prospectus supplement dated September 9, 2015 and filed with the Securities and Exchange Commission on September 10, 2015 (the “Final Prospectus Supplement”) and in Section 107 of the Seventh Supplemental Indenture. On or after June 1, 2025, the Company may at its option redeem the Senior Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest. The Indenture contains certain covenants, including covenants related to the Company’s ability to create liens, engage in certain sale and leaseback transactions and engage in certain transactions and asset sales. These covenants are subject to exceptions and qualifications.

The Senior Notes were sold pursuant to an Underwriting Agreement, dated September 9, 2015 (the “Underwriting Agreement”), among the Company and BB&T Capital Markets, a division of BB&T Securities, LLC, and U.S. Bancorp Investments, Inc., as underwriters (collectively, the “Underwriters”). Proceeds to the Company from the sale of the Senior Notes was $148.9 after deducting the underwriting discount but without deducting expenses of the offering payable by the Company. The Company intends to use the net proceeds it receives from the offering to finance capital expenditures, to repay outstanding short-term, unsecured notes under the Company’s commercial paper program and for general corporate purposes.

The Underwriting Agreement includes customary representations, warranties and covenants by the Company. The Underwriting Agreement also provides for customary indemnification by each of the Company and the respective Underwriters against certain liabilities arising out of or in connection with the sale of the Senior Notes. The Underwriters and their affiliates have provided, and in the future may provide, investment banking, commercial banking and other financial services, including the provision of credit facilities, to the Company and its affiliates in the ordinary course of business for which they have received and would receive customary compensation.

The offering described herein and the terms of the Underwriting Agreement, the Seventh Supplemental Indenture and the Senior Notes are described in more detail in the Final Prospectus Supplement. The descriptions of the Underwriting Agreement, Seventh Supplemental Indenture and the Senior Notes set forth above are qualified in their entirety by reference to the Underwriting Agreement, Seventh Supplemental Indenture and the form of Senior Notes, respectively, each of which are filed as exhibits to this Current Report on Form 8-K and incorporated by reference herein.


This Current Report on Form 8-K is being filed for the purpose of filing exhibits to the Company’s Registration Statement on Form S-3 (File No. 333-196561) relating to the offering. A copy of the Underwriting Agreement is filed as Exhibit 1.1, a copy of the Seventh Supplemental Indenture is filed as Exhibit 4.1, the Form of Senior Notes is filed as Exhibit 4.2, an opinion of Parker Poe Adams & Bernstein LLP is filed as Exhibit 5.1 and the consent of Parker Poe Adams & Bernstein LLP is filed as Exhibit 23.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.

  

Description of Exhibit

  1.1    Underwriting Agreement, dated September 9, 2015, among the Company, BB&T Capital Markets, a division of BB&T Securities, LLC and U.S. Bancorp Investments, Inc.
  4.1    Seventh Supplemental Indenture, dated September 14, 2015, between the Company and The Bank of New York Mellon Trust Company, N.A.
  4.2    Form of 3.60% Senior Notes due 2025 (included in Exhibit 4.1 to this Current Report on Form 8-K).
  5.1    Opinion of Parker Poe Adams & Bernstein LLP regarding the legality of the Senior Notes.
23.1    Consent of Parker Poe Adams & Bernstein LLP (included in Exhibit 5.1 to this Current Report on Form 8-K).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  PIEDMONT NATURAL GAS COMPANY, INC.
Date: September 14, 2015   By:  

/s/ Karl W. Newlin

    Karl W. Newlin
    Senior Vice President and Chief Financial Officer