Duke Energy announces closing of public offering of common stock in connection with its pending acquisition of Piedmont Natural Gas
March 7, 2016
CHARLOTTE, NC – Duke Energy Corporation (NYSE: DUK) (“Duke”) announced the closing of its underwritten public offering of 10,637,500 shares of its common stock in connection with the forward sale agreement (as discussed below), which included the underwriter’s full exercise of its option to purchase up to 1,387,500 additional shares of Duke’s common stock.
The closing will result in approximately $766 million of gross proceeds (assuming each forward sale agreement is physically settled based on the offer price to the public of $72.00, as described more fully below).
In connection with the offering, Duke entered into forward sale agreements with an affiliate of Barclays Capital Inc. (the “forward counterparty”) under which Duke agreed to issue and sell to the forward counterparty (subject to Duke’s right to cash settle or net share settle the forward sale agreement) 10,637,500 shares of its common stock at the public offering price, less discounts and commissions, and subject to certain adjustments.
The net proceeds from the offering will be used to finance a portion of the cash purchase price relating to Duke’s pendingacquisition of Piedmont Natural Gas Company, Inc. (“Piedmont”).
In connection with the forward sale agreements, the forward counterparty borrowed from third-party lenders and sold to the underwriters 10,637,500 shares of Duke’s common stock at the close of the offering.
Barclays, BofA Merrill Lynch, Citigroup, J.P. Morgan and Wells Fargo Securities acted as joint book-running managers of this offering.
Settlement of the forward sale agreement(s) will occur upon closing of the Piedmont acquisition, which is expected by the end of 2016, but settlement may occur as late as June 30, 2017. Upon any physical settlement of either forward sale agreement, Duke will issue and deliver to the forward counterparty shares of Duke’s common stock in exchange for cash proceeds per share, before any underwriting discount and offering expenses, equal to the offer price to the public, which will be $72.00 and will be subject to certain adjustments as provided in the relevant forward sale agreement. Duke may, subject to certain conditions, elect cash settlement or net share settlement for all or a portion of its rights or obligations under the forward sale agreement(s).
About Duke Energy
Duke Energy Corporation is an energy company headquartered in Charlotte, N.C. Its Regulated Utilities business unit serves 7.4 million retail electric customers in six states in the Southeast and Midwest regions of the United States, representing a population of approximately 24 million people.
