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Piedmont Natural Gas (NYSE: PNY) announced today that it intends to offer approximately 4,000,000 shares of its common stock in a registered underwritten public offering. Of the approximately 4,000,000 shares of Piedmont common stock being offered, Piedmont expects to sell approximately 3,000,000 shares to the underwriters in the offering, and the forward counterparty (as defined below) expects to borrow and sell to such underwriters approximately 1,000,000 shares in connection with the forward sale agreement described below. In conjunction with the offering, Piedmont intends to grant to the underwriters an option to purchase up to 600,000 additional shares of Piedmont’s common stock either directly from Piedmont or from the forward counterparty described below, at Piedmont’s election.
In connection with the offering, Piedmont intends to enter into a forward sale agreement with Morgan Stanley, referred to in such capacity as the forward counterparty, pursuant to which Piedmont will agree to sell to the forward counterparty (subject to its right to elect net share or cash settlement of such forward sale agreement) approximately 1,000,000 shares of Piedmont’s common stock, at a price per share equal to the public offering price of Piedmont’s shares of common stock in this offering, less the underwriting discounts and commissions and subject to certain adjustments.
Piedmont intends to use any net proceeds that it receives from the offering and any proceeds that it receives upon settlement of the forward sale agreement described above to finance capital expenditures, repay outstanding short-term, unsecured notes under its commercial paper program and for other general corporate purposes.
Morgan Stanley, J.P. Morgan and Wells Fargo Securities are the joint book-running managers for the offering. The co-managers are BB&T Capital Markets and RBC Capital Markets.
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