UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Item 8.01. Other Events.
On June 8, 2023, Piedmont Natural Gas Company, Inc. (the “Company”) consummated the issuance and sale of the securities described below pursuant to an underwriting agreement, dated June 5, 2023 (the “Underwriting Agreement”), with Credit Suisse Securities (USA) LLC, TD Securities (USA) LLC, Truist Securities, Inc. and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $350,000,000 aggregate principal amount of the Company’s 5.40% Senior Notes due 2033 (the “Securities”). The Securities were sold to the Underwriters at a discount to their principal amount. The Securities were issued under the Indenture, dated as of April 1, 1993, with The Bank of New York Mellon Trust Company, N.A., as successor to Citibank, N.A. (the “Trustee”), as supplemented from time to time, including by the Thirteenth Supplemental Indenture (the “Supplemental Indenture”), dated as of June 8, 2023, between the Company and the Trustee, relating to the Securities (collectively, the “Indenture”). The disclosure in this Item 8.01 is qualified in its entirety by the provisions of the Indenture, the Supplemental Indenture, which together with the form of global notes evidencing the Securities, is filed as Exhibit 4.1 hereto, and the Underwriting Agreement, which is filed as Exhibit 99.1 hereto. Such exhibits are incorporated herein by reference. Also, in connection with the issuance and sale of the Securities, the Company is filing a legal opinion regarding the validity of the Securities as Exhibit 5.1 to this Form 8-K for the purpose of incorporating the opinion into the Company’s Registration Statement No. 333-267583-01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |
| Exhibit 4.1 | Thirteenth Supplemental Indenture dated as of June 8, 2023 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to Citibank, N.A. and form of global notes | |
| Exhibit 5.1 | Opinion regarding validity of the Securities | |
| Exhibit 23.1 | Consent (included as part of Exhibit 5.1) | |
| Exhibit 99.1 | Underwriting Agreement, dated June 5, 2023, among the Company and Credit Suisse Securities (USA) LLC, TD Securities (USA) LLC, Truist Securities, Inc. and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein | |
| Exhibit 104 | Cover Page Interactive Data file (the Cover Page Interactive Data file is embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PIEDMONT NATURAL GAS COMPANY, INC. | |||
| Date: June 8, 2023 | |||
| By: | /s/ Robert T. Lucas III | ||
| Name: | Robert T. Lucas III | ||
| Title: | Assistant Corporate Secretary | ||
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