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Actionable news in PNY: PIEDMONT NATURAL GAS COMPANY Inc,

Piedmont Natural Gas: Bill Currens, Duke Energy

The following excerpt is from the company's SEC filing.

Office: 704.382.1603

Media Contact: David Trusty, Piedmont Natural Gas

704.731.4391

Analysts: Nick Giaimo, Piedmont Natural Gas

Office: 704.731.4952

Oct. 26, 2015

Duke Energy to acquire Piedmont Natural Gas for $4.9 billion in cash

Establishes an attractive natural gas growth platform that expands Duke Energys capabilities for customers

Transaction expected to be accretive to Duke Energys adjusted earnings per share (EPS) in first full year post-closing

Enhances Duke Energys long-term 4 to 6 percent earnings per share growth rate target

CHARLOT TE, N.C. Duke Energy and Piedmont Natural Gas today announced the boards of directors of both companies have unanimously approved a definitive agreement for Duke Energy to acquire Piedmont for approximately $4.9 billion in cash.

We look forward to welcoming Piedmonts employees and one million customers in the Carolinas and Tennessee to Duke Energy, said Lynn Good, president and CEO of Duke Energy. This combination provides us with a growing natural gas platform, benefitting our customers, communities and investors.

This is an exciting moment for Piedmont Natural Gas, its shareholders, customers and employees, said Tom Skains, chairman, president and CEO of Piedmont Natural Gas. The strategic combination of our two companies will deliver compelling value to our shareholders, greatly expand our platform for future growth, enhance our ability to provide excellence in customer service and give our employees more opportunities in one of the largest energy companies in the United States.

Piedmont Natural Gas began operations in 1951 in Charlotte and Duke Energy was founded in the city in 1904. Both companies have played leading roles in supporting economic development in the Carolinas and establishing the Charlotte region as a major hub for energy companies.

Duke Energy and Piedmont also are key partners in the $5 billion Atlantic Coast Pipeline that will be the first major natural gas pipeline to serve Eastern North Carolina.

Terms and leadership

Upon transaction closing, Piedmont shareholders will receive $60 in cash for each share of Piedmont Natural Gas common stock. This represents an approximate 40 percent premium to Piedmonts Oct. 23, 2015, closing stock price.

Duke Energy will also assume approximately $1.8 billion in Piedmont Natural Gas existing net debt, representing a total enterprise value of approximately $6.7 billion.

A fully underwritten bridge facility is in place with Barclays to complete the transaction. Duke Energy will finance the transaction with a combination of debt, between $500 million and $750 million of newly issued equity and other cash sources.

Piedmont Natural Gas will retain its name, operate as a business unit of Duke Energy and maintain its significant presence and its headquarters in Southeast Charlotte. Duke Energy and Piedmont will maintain their current levels of community involvement and charitable giving.

Duke Energy will add one member of Piedmonts board of directors to its board after the transaction is closed. An existing member of Piedmonts management team will lead Duke Energys natural gas operations in the Carolinas, Tennessee, Ohio and Kentucky, and report to Good.

Approvals and timing

Completion of the transaction is conditioned upon approval by the North Carolina Utilities Commission, expiration or termination of any applicable waiting period under the federal Hart-Scott-Rodino Antitrust Improvements Act of 1976, and Piedmont shareholder approval.

The companies also will provide information regarding the acquisition to the Public Service Commission of South Carolina and the Tennessee Regulatory Authority.

The companies are targeting a closing by the end of 2016.

The companies will continue to operate as separate entities until the transaction is completed.

Advisors

Barclays served as the exclusive financial advisor to Duke Energy. Goldman Sachs & Co. served as the exclusive financial advisor to Piedmont Natural Gas. Sidley Austin LLP served as legal counsel to Duke Energy and Kirkland & Ellis LLP served as legal counsel to Piedmont Natural Gas.

See fact sheet (http://www.duke-energy.com/pdfs/png-factsheet.pdf) for specific transaction and company details.

Conference call and webcast

A conference call will be conducted at 8:30 a.m. ET today to discuss the acquisition. The conference call will be hosted by Duke Energy...


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