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Definitive proxy statement relating to merger or acquisition

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement
¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))
x Definitive Proxy Statement
¨ Definitive Additional Materials
¨ Soliciting Material Under Rule 14a-12

QUESTAR CORPORATION

(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check the appropriate box):

¨ No fee required
¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
1.

Title of each class of securities to which transaction applies:

2.

Aggregate number of securities to which transaction applies:

3.

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

4.

Proposed maximum aggregate value of transaction:

5.

Total fee paid:

x Fee paid previously with preliminary materials.
¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
1.

Amount Previously Paid:

2.

Form, Schedule or Registration Statement No.:

3.

Filing party:

4.

Date Filed:

Questar Corporation

333 South State Street

Salt Lake City, Utah 84111

MERGER PROPOSALYOUR VOTE IS VERY IMPORTANT

Dear Shareholder:

Questar Corporation has entered into an Agreement and Plan of Merger whereby it has agreed to be acquired by Dominion Resources, Inc. for $25.00 per share in cash.

A special meeting of shareholders of Questar Corporation, a Utah corporation (Questar or the Company), will be held on May 12, 2016, at 8:00 a.m. local time, at the Companys corporate headquarters, 333 South State Street, Salt Lake City, Utah 84111 for the purpose of approving the merger agreement and related actions as described in this proxy statement. You are cordially invited to attend.

On January 31, 2016, Questar entered into an Agreement and Plan of Merger (the merger agreement) with Dominion Resources, Inc. (Dominion), and Diamond Beehive Corp., a direct, wholly-owned subsidiary of Dominion Resources, Inc. (Merger Sub), providing for the acquisition of Questar by Dominion at a price of $25.00 per share in cash, subject to the satisfaction or waiver (if permissible under applicable law) of specified conditions. Subject to the terms and conditions of the merger agreement, Merger Sub will be merged with and into Questar (the merger), with Questar surviving the merger as a direct, wholly-owned subsidiary of Dominion. At the special meeting, Questar will ask you to approve the merger agreement.

At the effective time of the merger, each share of Questars common stock, no par value per share (Company common stock), issued and outstanding immediately prior to the effective time, other than shares owned by shareholders who have dissented from the merger and properly demanded payment of the fair value of their shares in accordance with applicable Utah law, and shares owned by Dominion, Merger Sub or any other direct or indirect subsidiary of Dominion, will be converted into the right to receive $25.00 in cash, without interest and less any applicable withholding taxes. This represents a 22.6% premium over the closing price of Company common stock on January 29, 2016, the last trading day prior to the announcement of the merger, and an approximate 30% premium over the volume-weighted average share price of the Company common stock for the last 20 trading days ended January 29, 2016.

The proxy statement accompanying this letter provides you with more specific information concerning the special meeting, the merger agreement, the merger and the other transactions contemplated by the merger agreement. We encourage you to carefully read the accompanying proxy statement and the copy of the merger agreement attached as Annex A thereto.

The board of directors of Questar (the Board) carefully reviewed and considered the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement. The Board unanimously adopted resolutions (i) determining that it is in the best interests of Questar and its shareholders for Questar to enter into the merger agreement, (ii) adopting the merger agreement and approving Questars execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated by the merger agreement, and (iii) recommending that the shareholders of Questar approve the merger agreement and directing that the merger agreement be submitted to Questars shareholders

for approval at a duly held meeting of Questars shareholders for such purpose. Accordingly, the Board unanimously recommends a vote FOR the proposal to approve the merger agreement. The Board also unanimously recommends a vote FOR the nonbinding compensation proposal described in the accompanying proxy statement and FOR the adjournment of the special meeting proposal, if necessary or appropriate, as described in the accompanying proxy statement.

Whether or not you plan to attend the special meeting and regardless of the number of shares of Company common stock you own, your careful consideration of, and vote on, the proposal to approve the merger agreement is important and we encourage you to vote promptly. The merger cannot be completed unless the merger agreement is approved by shareholders holding a majority of the outstanding shares of Company common stock as of the close of business on March 28, 2016. The failure to vote will have the same effect as a vote AGAINST the proposal to approve the merger agreement.

After reading the accompanying proxy statement, please promptly vote by submitting your proxy by telephone, by internet or by mail. The Questions and Answers About the Special Meeting and the Merger section of the proxy statement contains instructions for submitting your proxy.

If you have any questions or need assistance voting your shares, please contact D.F. King & Co., Questars proxy solicitor for the special meeting, toll-free at (877) 283-0319 (banks and brokers may call (212) 269-5550).

We encourage you to join us in voting to approve the merger that our management team and the Board view as highly beneficial to our shareholders.

Very truly yours,

Ronald W. Jibson

Chairman, President and Chief Executive Officer

The merger has not been approved or disapproved by the Securities and Exchange Commission or any state securities commission. Neither the Securities and Exchange Commission nor any state securities commission has passed upon the merits or fairness of the merger or upon the adequacy, accuracy or completeness of the information contained in this document or the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated April 5, 2016 and is first being mailed to our shareholders on or about April 8, 2016.

Questar Corporation

333 South State Street

Salt Lake City, Utah 84111

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Time and Date:

8:00 a.m. local time, on May 12, 2016

Place:

Questar Corporation, 333 South State Street, Salt Lake City, Utah 84111

Purpose:

1. To consider and vote on a proposal to approve the Agreement and Plan of Merger, dated January 31, 2016 (the merger agreement), by and among Dominion Resources, Inc., a Virginia corporation (Dominion), Diamond Beehive Corp., a newly formed Utah corporation that is a direct, wholly-owned subsidiary of Dominion (Merger Sub), and Questar Corporation, a Utah corporation (Questar or the Company).

2. To consider and vote on a nonbinding, advisory proposal to approve the compensation that may be paid or may become payable to the Companys named executive officers in connection with, or following, the consummation of the merger, which we refer to as the nonbinding compensation proposal.

3. To approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement.

Your vote is very important. The merger cannot be completed unless the proposal to approve the merger agreement receives the affirmative vote of holders of a majority of all outstanding shares of Company common stock entitled to vote at the special meeting.

Record Date:

Only shareholders of record as of the close of business on March 28, 2016 are entitled to notice of and to vote at the special meeting and any adjournments or postponements thereof.

General:

For more information concerning the special meeting, the merger agreement, the merger and the other transactions contemplated by the merger agreement, please review the accompanying proxy statement and the copy of the merger agreement attached as Annex A thereto.

The board of directors of the Company (the Board) carefully reviewed and considered the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement. The Board unanimously adopted resolutions (i) determining that it is in the best interests of the Company and its shareholders for the Company to enter into the merger agreement, (ii) adopting the merger agreement and approving the Companys execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated by the merger agreement, and (iii) recommending that the shareholders of the Company approve the merger agreement and directing that the merger agreement be submitted to the Companys shareholders for approval at a duly held meeting of the Companys shareholders for such purpose.

The Board unanimously recommends a vote FOR the proposal to approve the merger agreement, FOR the nonbinding compensation proposal and FOR the approval of the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement.

Please vote telephonically or electronically for the matters before our shareholders as described in the accompanying proxy statement, or promptly fill in, date, sign and return the enclosed proxy card in the accompanying prepaid envelope to ensure that your shares are represented at the special meeting. You may revoke your proxy before it is voted. If you attend the meeting, you may choose to vote in person even if you have previously sent in your proxy card.

By Order of the Board of Directors,

TABLE OF CONTENTS

SUMMARY TERM SHEET

1

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

11

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

17

THE PARTIES

18

Questar Corporation

18

Dominion Resources, Inc.

18

Merger Sub

18

THE SPECIAL MEETING

19

Date, Time and Place

19

Purpose of the Special Meeting

19

Recommendation of the Board

19

Record Date and Shareholders Entitled to Vote

20

Quorum

20

Vote Required

20

Voting Procedures

21

How Proxies Are Voted; Proxies Without Voting Instructions

22

Revocation of Proxies

22

Voting in Person

22

Appraisal Rights of Dissenting Shareholders

23

Solicitation of Proxies

23

Adjournments and Postponements

23

Voting by Company Directors and Executive Officers

23

Assistance

23

THE MERGER

24

Overview

24

Background of the Merger

24

Recommendation of Our Board; Reasons for Recommending the Approval of the Merger Agreement

32

Prospective Financial Information

35

Opinion of Goldman, Sachs & Co.

36

Certain Effects of the Merger

44

Effects on the Company if the Merger is Not Completed

45

Financing of the Merger

45

Interests of the Companys Directors and Executive Officers in the Merger

45

Material U.S. Federal Income Tax Consequences of the Merger

53

Dividends

56

Regulatory Approvals Required for the Merger

56

Delisting and Deregistration of the Company Common Stock

57

Litigation Relating to the Merger

57

THE MERGER AGREEMENT

58

Explanatory Note Regarding the Merger Agreement

58

Effects of the Merger; Directors and Officers; Certificate of Incorporation; Bylaws

58

Closing and Effective Time of the Merger

59

Merger Consideration and Conversion of Company Common Stock

59

Exchange and Payment Procedures

59

Lost Certificates

60

Treatment of Equity Awards

60

Representations and Warranties

61

Covenants Relating to the Conduct of Business

64

No Solicitation by the Company

67

Changes in the Boards Recommendation

68

Shareholders Meeting

69

Efforts to Obtain Regulatory Approvals

69

Post-Merger Operations

71

Access to Information

71

Takeover Laws

72

Director and Officer Indemnification and Insurance

72

Employee Benefit Matters

73

Other Covenants and Agreements

74

Conditions to the Merger

74

Termination of the Merger Agreement

76

Termination Fees

77

Specific Enforcement

78

Amendment of the Merger Agreement

79

Governing Law

79

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

79

APPRAISAL RIGHTS OF DISSENTING SHAREHOLDERS

81

MARKET PRICE AND DIVIDEND INFORMATION

84

HOUSEHOLDING

84

SHAREHOLDER PROPOSALS

85

WHERE YOU CAN FIND ADDITIONAL INFORMATION

85

Annexes

Annex A

Agreement and Plan of Merger, by and among Dominion Resources, Inc., Diamond Beehive Corp. and Questar Corporation, dated as of January 31, 2016

Annex B

Opinion Letter of Goldman, Sachs & Co., dated January 31, 2016

Annex C

Utah Revised Business Corporation Act, Part 13

Questar Corporation

333 South State Street

Salt Lake City, Utah 84111

SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 12, 2016

PROXY STATEMENT

This proxy statement contains information relating to a special meeting of shareholders of Questar Corporation, which we refer to as Questar, the Company, we, us or our. The special meeting will be held on May 12, 2016, at 8:00 a.m. local time, at the Companys corporate headquarters, 333 South State Street, Salt Lake City, Utah 84111. We are furnishing this proxy statement to shareholders of the Company as part of the solicitation of proxies by the Companys board of directors, which we refer to as the Board, for use at the special meeting and at any adjournments or postponements thereof. This proxy statement is dated April 5, 2016 and is first being mailed to our shareholders on or about April 8, 2016.

SUMMARY TERM SHEET

This summary term sheet highlights selected information in this proxy statement and may not contain all of the information about the merger that is important to you. We have included page references in parentheses to direct you to more complete descriptions of the topics presented in this summary term sheet. You should carefully read this proxy statement in its entirety, including the annexes hereto and the other documents to which we have referred you and the documents incorporated by reference herein, which have been filed with the U.S. Securities and Exchange Commission, which we refer to as the SEC, for a more complete understanding of the matters being considered at the special meeting. You may obtain, without charge, copies of documents incorporated by reference into this proxy statement by following the instructions under the section of this proxy statement entitled Where You Can Find Additional Information beginning on page 85.

The Parties (page 18)

Questar Corporation

The Company is a Rockies-based integrated natural gas holding company with three main complementary lines of business operating through three principal subsidiaries:

Questar Gas Company, which we refer to as Questar Gas, provides retail natural gas distribution to residential, industrial and commercial customers in Utah, southwestern Wyoming and southeastern Idaho, at gas rates historically among the lowest in the nation.
Wexpro Company, which we refer to as Wexpro, develops and produces most of its natural gas from reserves contractually dedicated to Questar Gas under a 1981 agreement, known as the Wexpro Agreement. Wexpro produces and delivers the natural gas to Questar Gas at its cost of service, which includes a competitive return.
Questar Pipeline Company, which we refer to as Questar Pipeline, provides Federal Energy Regulatory Commission, which we refer to as FERC, -regulated interstate natural gas transportation, underground storage services, and other energy services primarily in Utah, Wyoming and Colorado.

The Company also operates Questar Fueling Company which provides compressed natural gas for transportation.

Dominion Resources, Inc.

Dominion Resources, Inc., which we refer to as Dominion, is one of the nations largest producers and transporters of energy. Dominions operations are conducted through various subsidiaries, including Virginia Electric and Power Company, which we refer to as Virginia Power, and Dominion Gas Holdings, LLC, which we refer to as Dominion Gas. Virginia Power is a regulated public utility that generates, transmits and distributes electricity for sale in Virginia and northeastern North Carolina. Dominion Gas is a holding company that conducts business activities through a regulated interstate natural gas transmission pipeline and underground storage system in the Northeast, mid-Atlantic and Midwest states, regulated gas transportation and distribution operations in Ohio, and gas gathering and processing activities primarily in West Virginia, Ohio and Pennsylvania. Dominion Gas principal wholly-owned subsidiaries are Dominion Transmission, Inc., which we refer to as DTI, The East Ohio Gas Company, which we refer to as East Ohio, and Dominion Iroquois, Inc. Dominion also owns the general partner and approximately 64% of the limited partnership interests in Dominion Midstream Partners, LP, which we refer to as Dominion Midstream Partners. Dominion Midstream Partners is a master limited partnership designed to grow a portfolio of natural gas terminaling, processing, storage, transportation and related assets.

Merger Sub

Merger Sub was formed by Dominion solely for the purpose of completing the merger. Merger Sub is a direct, wholly-owned subsidiary of Dominion and has not carried on any activities to date, except for activities incidental to its incorporation and activities undertaken in connection with the transactions contemplated by the merger agreement.

The Merger (page 24)

The Company, Dominion and Merger Sub entered into an Agreement and Plan of Merger, which we refer to as the merger agreement, on January 31, 2016. A copy of the merger agreement is attached as Annex A to this proxy statement. Under the terms of the merger agreement, subject to the satisfaction or waiver (if permissible under applicable law) of specified conditions, Merger Sub will be merged with and into the Company, which we refer to as the merger. The Company will survive the merger as a direct, wholly-owned subsidiary of Dominion.

Upon the consummation of the merger, each share of the Companys common stock, no par value per share, which we refer to as Company common stock, that is issued and outstanding immediately prior to the effective time of the merger, which we refer to as the effective time, other than shares held by shareholders who have dissented from the merger and properly demanded payment of the fair value of their shares in accordance with applicable Utah law, and shares owned by Dominion, Merger Sub or any other direct or indirect subsidiaries of Dominion, will be converted into the right to receive $25.00 in cash, which we refer to as the merger consideration, without interest and less any applicable withholding taxes.

Because the merger consideration will be paid in cash, you will receive no equity interest in Dominion, and after the effective time, you will have no equity interest in the Company and you will no longer have any interest in the Companys future earnings or growth.

The Special Meeting (page 19)

The special meeting will be held on May 12, 2016, at 8:00 a.m. local time, at the Companys corporate headquarters, 333 South State Street, Salt Lake City, Utah 84111. At the special meeting, you will be asked to, among other things, vote for the approval of the merger agreement, the nonbinding compensation proposal (as described below under Questions and Answers About the Special Meeting and the MergerWhat proposals will be considered at the special meeting? ) and, if necessary or appropriate, the adjournment of the special meeting

proposal. Please see the section of this proxy statement entitled The Special Meeting for additional information on the special meeting, including how to vote your shares of Company common stock.

Shareholders Entitled to Vote; Vote Required to Approve the Merger Agreement (page 20)

You may vote at the special meeting if you owned any shares of Company common stock at the close of business on March 28, 2016, the record date for the special meeting. As of the close of business on the record date, there were 175,397,041 shares of Company common stock outstanding and entitled to vote. You may cast one vote for each share of Company common stock that you held on the record date on each of the proposals presented in this proxy statement. The approval of the merger agreement by the Companys shareholders requires the affirmative vote of the holders of a majority of all outstanding shares of Company common stock entitled to vote at the special meeting.

Recommendation of the Board; Reasons for Recommending the Approval of the Merger Agreement (page 32)

After careful consideration, the Board unanimously adopted the merger agreement and resolved to recommend that the Companys shareholders vote to approve the merger agreement. Accordingly, the Board unanimously recommends a vote FOR the proposal to approve the merger agreement. The Board also unanimously recommends a vote FOR the nonbinding compensation proposal and FOR the approval of the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement.

The Board has determined that the merger and the other transactions contemplated by the merger agreement are in the best interests of the Companys shareholders. For a discussion of the material factors that the Board considered in recommending that the Companys shareholders vote to approve the merger agreement, please see the section of this proxy statement entitled The MergerRecommendation of Our Board; Reasons for Recommending the Approval of the Merger Agreement beginning on page 32.

Opinion of Financial Advisor (page 36 and Annex B)

Goldman, Sachs & Co., which we refer to as Goldman, delivered its opinion to the Board that, as of January 31...


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