Dominion Prices Offering

Dominion Publishes Equity Units Pricing

Dominion said that it has priced its offering of 18 million 2014 Series A equity units.

Each 2014 Series A equity unit will be issued in a stated amount of $50 ($900 million aggregate stated amount) and will consist of a contract to purchase common stock in the future and a 1/20 undivided beneficial ownership interest in Dominion’s 2014 Series A remarketable subordinated notes due 2020 having a principal amount of $1,000. The remarketable subordinated notes are subject to remarketing to commence no earlier than March 30, 2017. The offering is expected to close on July 1, 2014, subject to customary closing conditions.

Total annual distribution on the 2014 Series A equity units will be at the rate of 6.375 percent, consisting of interest on the 2014 Series A remarketable subordinated notes at a rate of 1.50 percent and payments under the related stock purchase contracts at a rate of 4.875 percent. The reference price for the 2014 Series A equity units is $69.76 per share. The threshold appreciation price for the 2014 Series A equity units is $87.20 per share, which represents a premium of approximately 25.0 percent over the reference price. Under the purchase contract, holders are required to purchase a variable number of shares of Dominion common stock no later than July 1, 2017.

Dominion has granted the underwriters an option to purchase during the 13-day period beginning on, and including, the initial issuance date of the 2014 Series A equity units up to 2 million additional 2014 Series A equity units, or an additional aggregate stated amount of $100 million.

Dominion intends to use the net proceeds from this offering, which are expected to be $883.8 million in the aggregate or $982.0 million in the aggregate if the over-allotment option is exercised in full (in each case, after deducting underwriting discounts and commissions but before deducting other offering expenses), for general corporate purposes and to fund its growth plan, including the Cove Point liquefaction project.

Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, Deutsche Bank Securities Inc., RBC Capital Markets, LLC, BNP Paribas Securities Corp. and Goldman, Sachs & Co. are acting as joint book-running managers for the offering.

Press Release, June 26, 2014

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