Criterion News

• 9/6/2023 - Enbridge Acquiring Trio... (subscriber access)
• 1/3/2022 - Southwest Gas Holdings... (subscriber access)
• 9/19/2016 - Dominion Resources Completes Merger with Questar Corporation
• 9/15/2016 - Dominion-Questar Merger... (subscriber access)
• 5/12/2016 - Questar Shareholders... (subscriber access)
• 5/11/2016 - Questar's Reported Net Cash From Operations At $333 MM, Paid $250 MM Long-Term Debt
• 5/11/2016 - Questar's Revenues At... (subscriber access)
• 5/11/2016 - Questar Reported... (subscriber access)
• 5/11/2016 - Questar Reported Net... (subscriber access)
• 4/5/2016 - Dominion Resources Raises $750 Million from Equity Offering
• 2/1/2016 - Dominion Resources Acquiring Nat Gas Distributor Questar

Press Releases

9/14/2016 - Dominion-Questar Combination Receives Wyoming Public Service Commission Approval; Companies Expect to Close on Merger September 16
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Dominion-Questar Combination Receives Wyoming Public Service Commission Approval; Companies Expect to Close on Merger September 16
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
RICHMOND, Va., Sept. 14, 2016 /PRNewswire/ -- Dominion Resources, Inc. (NYSE: D) and Questar Corporation (NYSE: STR) announced today that the Wyoming Public Service Commission has approved their merger, subject to terms and conditions of an agreed settlement stipulation. Having received the Wyoming PSC's approval of the merger, the companies plan to complete their combination by close of business on Sept. 16, 2016.
The proposed merger would create one of the nation's largest integrated energy companies, serving about 2.5 million electric utility customers and 2.3 million gas utility customers in seven states. The combined company – headquartered in Richmond, Va., with its Western operations based in Salt Lake City – also would operate 14,400 miles of natural gas transmission, gathering and storage pipelines, one of the nation's largest natural gas storage systems, and approximately 25,700 megawatts of electric generation.
On Aug. 1, 2016, Questar's board of directors approved a contingent cash dividend equal to $0.00242 per share of common stock for each day elapsed from Aug. 19, 2016, to the closing date of the proposed merger with Dominion. The contingent dividend – $0.07018 per share of common stock, if the combination closes as expected on Friday – is payable to shareholders of record at the close of business on the closing date of the merger, and will be paid as soon as practicable after that closing date.
About Dominion
Dominion is one of the nation's largest producers and transporters of energy, with a portfolio of approximately 25,700 megawatts of generation, 12,200 miles of natural gas transmission, gathering and storage pipeline, and 6,500 miles of electric transmission lines.  Dominion operates one of the nation's largest natural gas storage systems with 933 billion cubic feet of storage capacity and serves more than 5 million utility and retail energy customers in 14 states. For more information about Dominion, visit the company's website at www.dom.com.
About Questar
Questar Corp. is a Rockies-based integrated natural gas company operating through three principal subsidiaries: Questar Gas provides retail natural gas distribution in Utah, Wyoming and Idaho; Wexpro develops and produces natural gas on behalf of Questar Gas; and Questar Pipeline operates interstate natural gas pipelines and storage facilities in the Western U.S. For more information, visit Questar's website at: www.questar.com.
This news release includes certain "forward-looking information." Examples include information as to Dominion's expectations, beliefs, plans, goals, objectives and future financial or other performance or assumptions concerning matters discussed in this release. Factors that could cause actual results to differ from those in the forward-looking statements may accompany the statements themselves. In addition, Dominion's business is influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond our ability to control or estimate precisely, such as the risk that conditions to the closing of the transaction or the committed debt financing may not be satisfied. We have identified and will in the future identify a number of these factors in our SEC Reports on Forms 10-K and 10-Q. We refer you to those discussions for further information. Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made.
SOURCE Dominion

Article Date
9/14/2016
Close
8/23/2016 - Dominion-Questar Merger Moves Closer After Approval From Utah's Public Service Commission
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Dominion-Questar Merger Moves Closer After Approval From Utah's Public Service Commission
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
RICHMOND, Va., Aug. 23, 2016 /PRNewswire/ -- Dominion Resources, Inc. (NYSE: D) and Questar Corporation (NYSE: STR) announced today that the Public Service Commission of Utah has approved their merger, subject to terms and conditions of an agreed settlement stipulation, thereby moving the proposed combination one step closer to finalization. With the PSC of Utah's action, the final regulatory approval needed to complete the merger is pending with the Wyoming Public Service Commission.
The proposed merger would create an integrated energy company serving about 2.5 million electric utility customers and 2.3 million gas utility customers in seven states. The combined company also would operate more than 15,500 miles of natural gas transmission, gathering and storage pipelines, one of the nation's largest natural gas storage systems, and approximately 25,700 megawatts of electric generation.
In February, the Federal Trade Commission granted early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act with respect to the transaction. In May, Questar's shareholders signified their overwhelming approval.
The companies expect the transaction to close in 2016 shortly after final regulatory approval is received.
About Dominion
Dominion is one of the nation's largest producers and transporters of energy, with a portfolio of approximately 25,700 megawatts of generation, 12,200 miles of natural gas transmission, gathering and storage pipeline, and 6,500 miles of electric transmission lines.  Dominion operates one of the nation's largest natural gas storage systems with 933 billion cubic feet of storage capacity and serves more than 5 million utility and retail energy customers in 14 states. For more information about Dominion, visit the company's website at www.dom.com.
About Questar
Questar Corp. is a Rockies-based integrated natural gas company operating through three principal subsidiaries: Questar Gas provides retail natural gas distribution in Utah, Wyoming and Idaho; Wexpro develops and produces natural gas on behalf of Questar Gas; and Questar Pipeline operates interstate natural gas pipelines and storage facilities in the Western U.S. For more information, visit Questar's website at: www.questar.com.
This news release includes certain "forward-looking information." Examples include information as to Dominion's expectations, beliefs, plans, goals, objectives and future financial or other performance or assumptions concerning matters discussed in this release. Factors that could cause actual results to differ from those in the forward-looking statements may accompany the statements themselves. In addition, Dominion's business is influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond our ability to control or estimate precisely, such as the risk that Dominion or Questar may be unable to obtain necessary regulatory approvals for the transaction or required regulatory approvals may delay the transaction or cause the parties to abandon the transaction; the risk that conditions to the closing of the transaction or the committed debt financing may not be satisfied; and the risk that an unsolicited offer for the assets or capital stock of Questar may interfere with the transaction. We have identified and will in the future identify a number of these factors in our SEC Reports on Forms 10-K and 10-Q. We refer you to those discussions for further information. Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made.
SOURCE Dominion

Article Date
8/23/2016
Close
8/10/2016 - Dominion Announces Pricing of Equity Units
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Dominion Announces Pricing of Equity Units
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
RICHMOND, Va., Aug. 10, 2016 /PRNewswire/ -- Dominion (NYSE: D) announced today that it has priced its offering of 25 million 2016 Series A equity units. Each 2016 Series A equity unit will be issued in a stated amount of $50 ($1.25 billion aggregate stated amount) and will consist of a contract to purchase common stock in the future, a 1/40 undivided beneficial ownership interest in Dominion's 2016 Series A-1 remarketable subordinated notes due 2021 having a principal amount of $1,000 and a 1/40 undivided beneficial ownership interest in Dominion's 2016 Series A-2 remarketable subordinated notes due 2024 having a principal amount of $1,000. Each of the remarketable subordinated notes is subject to remarketing to commence no earlier than May 13, 2019. The offering is expected to close on Aug. 15, 2016, subject to customary closing conditions.
Total annual distribution on the 2016 Series A equity units will be at the rate of 6.75 percent, consisting of interest on the 2016 Series A-1 remarketable subordinated notes due 2021, interest on the 2016 Series A-2 remarketable subordinated notes due 2024 and payments under the related stock purchase contracts.  The reference price for the 2016 Series A equity units is $74.73 per share. The threshold appreciation price for the 2016 Series A equity units is $93.4056 per share, which represents a premium of approximately 25 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 Aug. 15, 2019.
Dominion has granted the underwriters an option to purchase during the 13-day period beginning on, and including, the initial issuance date of the 2016 Series A equity units up to 3 million additional 2016 Series A equity units, or an additional aggregate stated amount of $150 million.
Dominion intends to use the net proceeds from this offering, which are expected to be $1,227,500,000 in the aggregate or $1,374,800,000 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, including funding, in part, Dominion's combination with Questar Corporation (NYSE: STR).
RBC Capital Markets, LLC, Mizuho Securities USA Inc., Credit Suisse Securities (USA) LLC, Wells Fargo Securities, LLC, BNP Paribas Securities Corp., Deutsche Bank Securities Inc., MUFG Securities Americas Inc., Scotia Capital (USA) Inc., SunTrust Robinson Humphrey, Inc. and U.S. Bancorp Investments, Inc. are acting as joint book-running managers for the offering.
The offering is being made under an effective shelf registration statement filed with the U.S. Securities and Exchange Commission. This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such jurisdiction. Any offers of the securities will be made exclusively by means of a prospectus supplement and accompanying prospectus. Copies of these documents may be obtained by contacting RBC Capital Markets, LLC, Attn: Equity Syndicate, 3 World Financial Center, 200 Vesey Street, 8th Floor, New York, NY 10281, at 1-877-822-4089 or email a request to equityprospectus@rbccm.com; Mizuho Securities USA Inc., Attn: Equity Capital Markets Desk, 320 Park Avenue – 12th Floor, New York, NY 10022, Telephone: 1-212-205-7600; Credit Suisse Securities (USA) LLC, Attn: Prospectus Department, One Madison Avenue, New York, NY 10010, by calling toll-free 1-800-221-1037, or by e-mail at newyork.prospectus@credit-suisse.com; or Wells Fargo Securities, LLC, Attn: Equity Syndicate Department, 375 Park Avenue, New York, NY 10152, at (800) 326-5897 or email a request to cmclientsupport@wellsfargo.com.
Dominion is one of the nation's largest producers and transporters of energy, with a portfolio of approximately 25,700 megawatts of generation, 12,200 miles of natural gas transmission, gathering and storage pipeline, and 6,500 miles of electric transmission lines. Dominion operates one of the nation's largest natural gas storage systems with 933 billion cubic feet of storage capacity and serves more than 5 million utility and retail energy customers in 14 states. For more information about Dominion, visit the company's website at www.dom.com.
This release contains certain forward-looking statements that are subject to various risks and uncertainties. Factors that could cause actual results to differ from those in the forward-looking statements may accompany the statements themselves. In addition, our business and any offering may be influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond our ability to control. These factors include, but are not limited to, the prevailing conditions in the public capital markets, interest rates, economic, political and market factors affecting trading volumes, securities prices or demand for our equity and debt securities.  We have identified and will in the future identify a number of additional generally applicable factors in our reports on Forms 10-K, 10-Q and 8-K filed with the U.S. Securities and Exchange Commission. We refer you to those discussions for further information.
SOURCE Dominion

Article Date
8/10/2016
Close
8/8/2016 - Dominion Announces Equity Units Offering
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Dominion Announces Equity Units Offering
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
RICHMOND, Va., Aug. 8, 2016 /PRNewswire/ -- Dominion (NYSE: D) announced today its intention to offer to sell 25 million equity units, subject to market and other conditions. Each equity unit will be issued in a stated amount of $50 and will consist of a contract to purchase common stock in the future and two 1/40 undivided beneficial ownership interests in remarketable subordinated notes each having a principal amount of $1,000. Dominion expects to grant to the underwriters an option to purchase an additional 3 million equity units to cover over-allotments.
Dominion intends to use the net proceeds from this offering for general corporate purposes, including funding, in part, Dominion's combination with Questar Corporation (NYSE: STR).
RBC Capital Markets, LLC, Mizuho Securities USA Inc., Credit Suisse Securities (USA) LLC, Wells Fargo Securities, LLC, BNP Paribas Securities Corp., Deutsche Bank Securities Inc., MUFG Securities Americas Inc., Scotia Capital (USA) Inc., SunTrust Robinson Humphrey, Inc. and U.S. Bancorp Investments, Inc. will be joint book-running managers for the offering.
The offering will be made under an effective shelf registration statement filed with the U.S. Securities and Exchange Commission. This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such jurisdiction. Any offers of the securities will be made exclusively by means of a prospectus supplement and accompanying prospectus. Copies of these documents may be obtained by contacting RBC Capital Markets, LLC, Attn: Equity Syndicate, 3 World Financial Center, 200 Vesey Street, 8th Floor, New York, NY 10281, at 1-877-822-4089 or email a request to equityprospectus@rbccm.com; Mizuho Securities USA Inc., Attn: Equity Capital Markets Desk, 320 Park Avenue – 12th Floor, New York, NY 10022, Telephone: 1-212-205-7600; Credit Suisse Securities (USA) LLC, Attn: Prospectus Department, One Madison Avenue, New York, NY 10010, by calling toll-free 1-800-221-1037, or by e-mail at newyork.prospectus@credit-suisse.com; or Wells Fargo Securities, LLC, Attn: Equity Syndicate Department, 375 Park Avenue, New York, NY 10152, at (800) 326-5897 or email a request to cmclientsupport@wellsfargo.com.
Dominion is one of the nation's largest producers and transporters of energy, with a portfolio of approximately 25,700 megawatts of generation, 12,200 miles of natural gas transmission, gathering and storage pipeline, and 6,500 miles of electric transmission lines. Dominion operates one of the nation's largest natural gas storage systems with 933 billion cubic feet of storage capacity and serves more than 5 million utility and retail energy customers in 14 states. For more information about Dominion, visit the company's website at www.dom.com.
This release contains certain forward-looking statements that are subject to various risks and uncertainties. Factors that could cause actual results to differ from those in the forward-looking statements may accompany the statements themselves. In addition, our business and any offering may be influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond our ability to control. These factors include, but are not limited to, the prevailing conditions in the public capital markets, interest rates, economic, political and market factors affecting trading volumes, securities prices or demand for our equity and debt securities.  We have identified and will in the future identify a number of additional generally applicable factors in our reports on Forms 10-K, 10-Q and 8-K filed with the U.S. Securities and Exchange Commission. We refer you to those discussions for further information.
 
SOURCE Dominion

Article Date
8/8/2016
Close
4/27/2016 - Longtime Questar Executives Chosen to Head Dominion Questar
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Longtime Questar Executives Chosen to Head Dominion Questar
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
RICHMOND, Va., April 27, 2016 /PRNewswire/ -- Dominion (NYSE: D) has chosen longtime Questar Corp. (NYSE: STR) executive Craig C. Wagstaff to lead its western U.S. natural gas operations once the previously announced combination of Dominion and Questar is completed.
Wagstaff, currently president of Questar Gas Co., will become president of Dominion Questar. He will be responsible for all current Questar operating companies, including what are now the Questar Gas local utility, Questar Pipeline and Wexpro natural gas development business.
Dominion Questar will be based at the current Questar corporate headquarters in Salt Lake City.
Two other Dominion Questar executive appointments also have been announced. Colleen Larkin Bell, Questar vice president and general counsel, will become Dominion Questar vice president and general manager of Dominion Questar Gas. Brady B. Rasmussen, executive vice president and chief operating officer of Wexpro, will become Dominion Questar vice president and general manager of Dominion Wexpro. They will report to Wagstaff.
Wagstaff also will become a senior vice president of Dominion and report to David A. Christian, chief executive officer–Dominion Energy Infrastructure Group and chief executive officer–Dominion Virginia Power. Christian is responsible for all Dominion electric and natural gas local distribution and transmission businesses.
"Craig, Colleen and Brady have shown outstanding judgment and have a commitment to excellence and deep roots in the community, making them ideal leaders for Dominion Questar," said Dominion Chairman, President and CEO Thomas F. Farrell II. "We look forward to them continuing Questar's traditions of cost-effective service and a focus on safety."
Dominion made the announcements after Ronald W. Jibson, Questar chairman, president and CEO, made public his plans to retire once the Dominion-Questar transaction is completed.
"We believe it is important for customers, employees and other stakeholders of Questar to know the leadership team in place following Ron's retirement will be fully aware of important local issues and have an innate understanding of the operations to ensure a smooth transition under the combined banner," Farrell said. "We look forward to announcing the rest of the leadership team soon."
In his 32-year career at Questar, Wagstaff has held various management positions in customer service, economic development, marketing, regional operations, and public and community relations. He became a vice president and general manager of Questar Gas in 2010, with promotions to senior vice president in 2011 and to executive vice president and chief operating officer in 2012. He was named president of Questar Gas in March 2015. Wagstaff also serves as executive vice president of Questar Corp.
Wagstaff serves on various industry and community boards, including Western Energy Institute (WEI), the American Gas Association's (AGA) leadership council, Utah Clean Cities, and United Way of Salt Lake. He is chairman of Junior Achievement of Utah and past chair of the American Red Cross of Salt Lake, AGA/Edison Electric Institute (EEI) customer-service committee, and WEI's customer-connections executive committee.
Wagstaff attended Weber State University and the University of Utah, completing undergraduate degrees in business and marketing; he has a master's degree in organizational leadership from Gonzaga University.
Bell has been employed by Questar for 26 years. She became general counsel of Questar Gas in 2008, assistant general counsel of Questar Corp. in 2010, and vice president and general counsel in 2011. She assumed her current position in March 2015.
She serves on the AGA legal committee, the board of trustees of the Legal Aid Society, the Boys & Girls Clubs of Greater Salt Lake, the Pioneer Theatre Company, and the Utah Foundation, and the Gorgoza Water Co. board. She has a bachelor's degree and law degree from the University of Utah.
Rasmussen joined Questar 21 years ago. He was named general manager–Accounting for Wexpro in 2011 and promoted to vice president–Administration at Wexpro in 2013. He was promoted to his current position in June 2015.
Rasmussen has a bachelor's degree in accounting from Utah State University.
Dominion and Questar announced on Feb. 1, 2016, an agreement for the companies to combine in an all-cash transaction in which Dominion has agreed to pay Questar shareholders $25 per share – about $4.4 billion – and assume Questar's outstanding debt.
The pending merger would create an integrated energy company serving about 2.5 million electric utility customers and 2.3 million gas utility customers in seven states. The combined company also would operate more than 15,500 miles of natural gas transmission, gathering and storage pipelines, one of the nation's largest natural gas storage systems, and approximately 24,300 megawatts of electric generation.
The companies expect the transaction to close in 2016, following approval by regulators and Questar shareholders.
About Dominion
Dominion is one of the nation's largest producers and transporters of energy, with a portfolio of approximately 24,300 megawatts of generation, 12,200 miles of natural gas transmission, gathering and storage pipeline, and 6,500 miles of electric transmission lines. Dominion operates one of the nation's largest natural gas storage systems with 933 billion cubic feet of storage capacity and serves utility and retail energy customers in 14 states. For more information about Dominion visit the company's website at www.dom.com.  
About Questar
Questar Corp. is a Rockies-based integrated natural gas company operating through three principal subsidiaries: Questar Gas provides retail natural gas distribution in Utah, Wyoming and Idaho; Wexpro develops and produces natural gas on behalf of Questar Gas; and Questar Pipeline operates interstate natural gas pipelines and storage facilities in the Western U.S. For more information, visit Questar's website at: www.questar.com.
This news release includes certain "forward-looking information." Examples include information as to Dominion's expectations, beliefs, plans, goals, objectives and future financial or other performance or assumptions concerning matters discussed in this release. Factors that could cause actual results to differ from those in the forward-looking statements may accompany the statements themselves. In addition, Dominion's business is influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond our ability to control or estimate precisely, such as the ability to obtain the required approval of Questar's shareholders; the risk that Dominion or Questar may be unable to obtain necessary regulatory approvals for the transaction or required regulatory approvals may delay the transaction or cause the parties to abandon the transaction; the risk that conditions to the closing of the transaction or the committed debt financing may not be satisfied; and the risk that an unsolicited offer for the assets or capital stock of Questar may interfere with the transaction. We have identified and will in the future identify a number of these factors in our SEC Reports on Forms 10-K and 10-Q. We refer you to those discussions for further information. Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made.
SOURCE Dominion

Article Date
4/27/2016
Close
3/3/2016 - Dominion, Questar File Merger Applications in Utah, Wyoming
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Dominion, Questar File Merger Applications in Utah, Wyoming
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
RICHMOND, Va., March 3, 2016 /PRNewswire/ -- Dominion Resources, Inc. (NYSE: D) and Questar Corporation (NYSE: STR) announced today that they have jointly filed merger applications with the Public Service Commission of Utah and the Wyoming Public Service Commission regarding the pending combination that was announced on Feb. 1, 2016. The companies also provided notice of the proposed transaction to the Idaho Public Utilities Commission.
The pending merger would create an integrated energy company serving about 2.5 million electric utility customers and 2.3 million gas utility customers in seven states. The combined company also would operate more than 15,500 miles of natural gas transmission, gathering and storage pipelines, one of the nation's largest natural gas storage systems, and approximately 24,300 megawatts of electric generation.
Closing of the transaction also requires approval of Questar's shareholders. In February, the Federal Trade Commission granted early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act with respect to the transaction.
The companies expect the transaction to close in 2016.
About Dominion
Dominion is one of the nation's largest producers and transporters of energy, with a portfolio of approximately 24,300 megawatts of generation, 12,200 miles of natural gas transmission, gathering and storage pipeline, and 6,500 miles of electric transmission lines. Dominion operates one of the nation's largest natural gas storage systems with 933 billion cubic feet of storage capacity and serves utility and retail energy customers in 14 states. For more information about Dominion visit the company's website at www.dom.com.
About Questar
Questar Corp. is a Rockies-based integrated natural gas company operating through three principal subsidiaries: Questar Gas provides retail natural gas distribution in Utah, Wyoming and Idaho; Wexpro develops and produces natural gas on behalf of Questar Gas; and Questar Pipeline operates interstate natural gas pipelines and storage facilities in the Western U.S. For more information, visit Questar's website at: www.questar.com.
This news release includes certain "forward-looking information." Examples include information as to Dominion's expectations, beliefs, plans, goals, objectives and future financial or other performance or assumptions concerning matters discussed in this release. Factors that could cause actual results to differ from those in the forward-looking statements may accompany the statements themselves. In addition, Dominion's business is influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond our ability to control or estimate precisely, such as the ability to obtain the required approval of Questar's shareholders; the risk that Dominion or Questar may be unable to obtain necessary regulatory approvals for the transaction or required regulatory approvals may delay the transaction or cause the parties to abandon the transaction; the risk that conditions to the closing of the transaction or the committed debt financing may not be satisfied; and the risk that an unsolicited offer for the assets or capital stock of Questar may interfere with the transaction. We have identified and will in the future identify a number of these factors in our SEC Reports on Forms 10-K and 10-Q. We refer you to those discussions for further information. Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made.
Additional information and where to find it
This communication may be deemed to be solicitation material in respect of the merger of Questar and a subsidiary of Dominion. In connection with the merger, Questar intends to file relevant materials with the SEC, including a proxy statement in preliminary and definitive form, and deliver a copy of the proxy statement to its shareholders. Investors of Questar are urged to read the definitive proxy statement and other relevant documents carefully and in their entirety when they become available because they will contain important information about Dominion, Questar, the merger and related matters. Investors may obtain a free copy of these materials (when they are available) and other documents filed by Questar with the SEC at the SEC's website at www.sec.gov, at Questar's website at www.questar.com or by sending a written request to Questar at Questar Corporation, Corporate Secretary, 333 South State St., P.O. Box 45433, Salt Lake City, UT 84145-0433. Security holders also may read and copy any reports, statements and other information filed by Questar with the SEC, at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC's website for further information on its public reference room.
Participants in the solicitation
Dominion, Questar and certain of their respective directors, executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the transaction. Information regarding Dominion's directors and executive officers is available in Dominion's proxy statement filed with the SEC on March 23, 2015, in connection with its 2015 annual meeting of stockholders, and information regarding Questar's directors and executive officers is available in Questar's proxy statement filed with the SEC on April 17, 2015, in connection with its 2015 annual meeting of shareholders. Other information regarding persons who may be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available.
 
SOURCE Dominion Resources, Inc.

Article Date
3/3/2016
Close
2/23/2016 - Federal Trade Commission Grants Antitrust Approval of Proposed Combination of Dominion, Questar
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Federal Trade Commission Grants Antitrust Approval of Proposed Combination of Dominion, Questar
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
RICHMOND, Va., Feb. 23, 2016 /PRNewswire/ -- Dominion Resources, Inc. (NYSE: D) and Questar Corporation (NYSE: STR) announced today that their proposed combination has cleared a key condition needed for completion.
The Federal Trade Commission has granted early termination of the 30-day waiting period under the federal Hart-Scott-Rodino Antitrust Improvements Act with regard to the combination.
Expiration or termination of the waiting period is one of the conditions required for completion of the transaction.
Closing of the transaction still requires approval of Questar's shareholders. Questar and Dominion also will file for review and approval, if required, from the Utah Public Service Commission and the Wyoming Public Service Commission, and provide information regarding the transaction to the Idaho Public Utilities Commission.     
The companies expect the transaction to close in 2016.
About Dominion
Dominion is one of the nation's largest producers and transporters of energy, with a portfolio of approximately 24,300 megawatts of generation, 12,200 miles of natural gas transmission, gathering and storage pipeline, and 6,500 miles of electric transmission lines. Dominion operates one of the nation's largest natural gas storage systems with 933 billion cubic feet of storage capacity and serves utility and retail energy customers in 14 states. For more information about Dominion visit the company's website at www.dom.com.
About Questar
Questar Corp. is a Rockies-based integrated natural gas company operating through three principal subsidiaries: Questar Gas provides retail natural gas distribution in Utah, Wyoming and Idaho; Wexpro develops and produces natural gas on behalf of Questar Gas; and Questar Pipeline operates interstate natural gas pipelines and storage facilities in the Western U.S. For more information, visit Questar's website at: www.questar.com.
This news release includes certain "forward-looking information." Examples include information as to Dominion's expectations, beliefs, plans, goals, objectives and future financial or other performance or assumptions concerning matters discussed in this release. Factors that could cause actual results to differ from those in the forward-looking statements may accompany the statements themselves.  In addition, Dominion's business is influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond our ability to control or estimate precisely, such as the ability to obtain the required approval of Questar's shareholders; the risk that Dominion or Questar may be unable to obtain necessary regulatory approvals for the transaction or required regulatory approvals may delay the transaction or cause the parties to abandon the transaction; the risk that conditions to the closing of the transaction or the committed debt financing may not be satisfied; and the risk that an unsolicited offer for the assets or capital stock of Questar may interfere with the transaction.  We have identified and will in the future identify a number of these factors in our SEC Reports on Forms 10-K and 10-Q. We refer you to those discussions for further information.  Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made.
Additional information and where to find it
This communication may be deemed to be solicitation material in respect of the merger of Questar and a subsidiary of Dominion. In connection with the merger, Questar intends to file relevant materials with the SEC, including a proxy statement in preliminary and definitive form, and deliver a copy of the proxy statement to its shareholders. Investors of Questar are urged to read the definitive proxy statement and other relevant documents carefully and in their entirety when they become available because they will contain important information about Dominion, Questar, the merger and related matters. Investors may obtain a free copy of these materials (when they are available) and other documents filed by Questar with the SEC at the SEC's website at www.sec.gov, at Questar's website at www.questar.com or by sending a written request to Questar at Questar Corporation, Corporate Secretary, 333 South State St., P.O. Box 45433, Salt Lake City, UT 84145-0433. Security holders also may read and copy any reports, statements and other information filed by Questar with the SEC, at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC's website for further information on its public reference room.
Participants in the solicitation
Dominion, Questar and certain of their respective directors, executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the transaction. Information regarding Dominion's directors and executive officers is available in Dominion's proxy statement filed with the SEC on March 23, 2015, in connection with its 2015 annual meeting of stockholders, and information regarding Questar's directors and executive officers is available in Questar's proxy statement filed with the SEC on April 17, 2015, in connection with its 2015 annual meeting of shareholders. Other information regarding persons who may be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available.
SOURCE Dominion Resources, Inc.

Article Date
2/23/2016
Close
2/1/2016 - Dominion Resources, Questar Corporation to Combine
X
Dominion Resources, Questar Corporation to Combine
Source: PR Newswire
RICHMOND, Va., Feb. 1, 2016 /PRNewswire/ -- Dominion Resources, Inc. (NYSE: D) and Questar Corporation (NYSE: STR) today announced an agreement for the companies to combine, in an all-cash transaction in which Dominion has agreed to pay Questar shareholders $25 per share – about $4.4 billion – and assume Questar's outstanding debt.
The transaction would be accretive to Dominion upon closing – expected by year-end 2016 – with limited impact on the company's balance sheet. Dominion intends to finance the transaction in a manner that supports the company's existing credit ratings targets, using equity, mandatory convertibles and debt at Dominion, and equity at Dominion Midstream Partners, LP (NYSE: DM). The Dominion-Questar combination also is expected to support Dominion's 2017 earnings growth rate and allow the company to reach the top of or exceed its 2018 growth targets.
Questar, headquartered in Salt Lake City, Utah, is a natural gas distribution, pipeline, storage and cost-of-service gas supply company. It serves nearly 1 million homes and businesses in Utah, Wyoming and Idaho, with approximately 97 percent of those customer accounts in Utah. Questar employs about 1,700 people and has about $4.2 billion in assets, including approximately 27,500 miles of gas distribution pipeline, 3,400 miles of gas transmission pipeline and 56 billion cubic feet of working gas storage. Its regional cost-of-service gas supply business has provided reliable supply and saved Questar Gas customers more than $1 billion over the past 35 years under a public service commission-approved framework.
Thomas F. Farrell II, chairman, president and chief executive officer of Dominion, said:
"Dominion is very pleased to join with Questar. Like Dominion, Questar has a history of safe and reliable operations, integrity and a firm commitment to its employees and the communities it serves. Questar's customers can count on a continuation of the high-quality service they have enjoyed for years.
"This addition is well-aligned with Dominion's existing strategic focus on core regulated energy infrastructure operations. Questar boasts best-in-sector customer growth in states with strong pro-business credentials and constructive regulatory environments. These high-performing regulated assets will improve Dominion's balance between electric and gas operations and provide enhanced scale and diversification into Questar's regulatory jurisdictions.
"Of note, Dominion Midstream investors will benefit from the addition of Questar, as it is expected to contribute more than $425 million of EBITDA to Dominion's inventory of top-quality, low-risk MLP-eligible assets, supporting Dominion Midstream's targeted annual cash distribution growth rate of 22 percent.
"Questar is the ideal mix for Dominion shareholders and Dominion Midstream unitholders alike."
Ron Jibson, chairman, president and chief executive officer of Questar, said:
"Questar is excited to be joining the Dominion family of companies and serve as the hub of its Western operations. Our similar cultures and commitment to customers, shareholders, communities and employees make this a win-win transaction. Dominion's reputation among its peers and analysts is unmatched. We're proud to become part of America's most-admired gas and electric utility."
Adds geographic diversity to Dominion portfolio
Questar would provide enhanced geographic diversity to Dominion's natural gas operations. Dominion's existing operations lie in the heart of the mid-Atlantic, whereas Questar's system is the "hub of the Rockies" and a principal source of gas supply to Western states. Dominion expects the value of the Questar pipeline system to rise over time as Utah and other Western states seek to comply with the requirements of the U.S. Environmental Protection Agency's Clean Power Plan and meet state-mandated renewable standards, with increasing reliance on low-carbon, gas-fired electric generation.
The combined company would serve about 2.5 million electric utility customers and 2.3 million gas utility customers in seven states. It also would operate more than 15,500 miles of natural gas transmission, gathering and storage pipelines, one of the nation's largest natural gas storage systems, and approximately 24,300 megawatts of generation. 
Separate from this transaction, Dominion has committed about $1 billion for three solar generating facilities located in Beaver, Iron and Millard counties, Utah. These solar facilities are backed by long-term power purchase agreements with local electric utilities.
Terms of transaction & advisers
Upon transaction closing, Questar shareholders will receive $25 in cash for each share of Questar common stock. This represents an approximate 30 percent premium to the volume-weighted average stock price of Questar's last 20 trading days ended Jan. 29, 2016.
Pending approvals, Questar will operate as a first-tier, wholly owned subsidiary of Dominion and maintain its significant presence, local management structure and headquarters in Salt Lake City. Dominion has also agreed to increase community involvement and charitable investment in the communities currently served by Questar.
The transaction requires approval of Questar's shareholders and clearance from the Federal Trade Commission under the Hart-Scott-Rodino Act. Questar and Dominion also will file for review and approval, if required, from the Utah Public Service Commission and the Wyoming Public Service Commission, and provide information regarding the transaction to the Idaho Public Utilities Commission.
RBC Capital Markets, LLC, and Mizuho Bank, Ltd., have provided committed financing and are acting in the role of financial advisers to Dominion. Goldman, Sachs & Co. served as the exclusive financial adviser to Questar.
McGuireWoods LLP served as legal counsel to Dominion and Kirkland & Ellis LLP served as legal counsel to Questar.
Conference call today
Dominion leadership will discuss the announced combination on the company's fourth-quarter earnings conference call at 12 p.m. ET today. Domestic callers should dial (877) 410-5657. The passcode for the call is "Dominion."  International callers should dial (334) 323-9872. Participants should dial in 10 to 15 minutes prior to the scheduled start time. Members of the media are invited to listen.
A live webcast of the conference call also will be available on the company's investor information page at www.dom.com/investors.
About Dominion
Dominion is one of the nation's largest producers and transporters of energy, with a portfolio of approximately 24,300 megawatts of generation, 12,200 miles of natural gas transmission, gathering and storage pipeline, and 6,500 miles of electric transmission lines. Dominion operates one of the nation's largest natural gas storage systems with 933 billion cubic feet of storage capacity and serves utility and retail energy customers in 14 states. For more information about Dominion visit the company's website at www.dom.com.
About Questar
Questar Corp. is a Rockies-based integrated natural gas company operating through three principal subsidiaries: Questar Gas provides retail natural gas distribution in Utah, Wyoming and Idaho; Wexpro develops and produces natural gas on behalf of Questar Gas; and Questar Pipeline operates interstate natural gas pipelines and storage facilities in the Western U.S. For more information, visit Questar's website at: www.questar.com.
This news release includes certain "forward-looking information." Examples include information as to Dominion's expectations, beliefs, plans, goals, objectives and future financial or other performance or assumptions concerning matters discussed in this release. Factors that could cause actual results to differ from those in the forward-looking statements may accompany the statements themselves.  In addition, Dominion's business is influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond our ability to control or estimate precisely, such as the ability to obtain the required approval of Questar's shareholders; the risk that Dominion or Questar may be unable to obtain necessary regulatory approvals for the transaction or required regulatory approvals may delay the transaction or cause the parties to abandon the transaction; the risk that conditions to the closing of the transaction or the committed debt financing may not be satisfied; and the risk that an unsolicited offer for the assets or capital stock of Questar may interfere with the transaction.  We have identified and will in the future identify a number of these factors in our SEC Reports on Forms 10-K and 10-Q. We refer you to those discussions for further information.  Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made.
Additional information and where to find it
This communication may be deemed to be solicitation material in respect of the merger of Questar and a subsidiary of Dominion. In connection with the merger, Questar intends to file relevant materials with the SEC, including a proxy statement in preliminary and definitive form, and deliver a copy of the proxy statement to its shareholders. Investors of Questar are urged to read the definitive proxy statement and other relevant documents carefully and in their entirety when they become available because they will contain important information about Dominion, Questar, the merger and related matters. Investors may obtain a free copy of these materials (when they are available) and other documents filed by Questar with the SEC at the SEC's website at www.sec.gov, at Questar's website at www.questar.com or by sending a written request to Questar at Questar Corporation, Corporate Secretary, 333 South State St., P.O. Box 45433, Salt Lake City, UT 84145-0433. Security holders also may read and copy any reports, statements and other information filed by Questar with the SEC, at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC's website for further information on its public reference room.
Participants in the solicitation
Dominion, Questar and certain of their respective directors, executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the transaction. Information regarding Dominion's directors and executive officers is available in Dominion's proxy statement filed with the SEC on March 23, 2015, in connection with its 2015 annual meeting of stockholders, and information regarding Questar's directors and executive officers is available in Questar's proxy statement filed with the SEC on April 17, 2015, in connection with its 2015 annual meeting of shareholders. Other information regarding persons who may be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available.
SOURCE Dominion Resources, Inc.

Article Date
2/1/2016
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