Virginia Electric and Power Company Begins
Consent Solicitation for Debt Obligations
of UAE Mecklenburg Cogeneration LP
RICHMOND, Va. - Virginia Electric and Power Company ("Dominion
Virginia Power"), a subsidiary of Dominion (NYSE: D), said today it will
begin a consent solicitation for the 7.25 percent senior secured bonds, due
in 2017, (CUSIP 902543AA5) of UAE Mecklenburg Cogeneration LP ("Mecklenburg")
and the 6.50 percent Industrial Development Authority of Mecklenburg County,
Virginia Exempt Facility Revenue Refunding Bonds (UAE Mecklenburg Cogeneration
LP Project) Series 2002 (CUSIP 584006AJ(9)) (the "Mecklenburg Bonds").
Dominion Virginia Power is soliciting consents in connection with its pending
acquisition of Mecklenburg (the "Acquisition"), announced earlier
this month. The consent solicitation is being undertaken by Dominion Virginia
Power to effect amendments to the loan agreement and indentures under which
the obligations were issued (the "Amendments").
Under the terms of the proposed Amendments, which would go
into effect after the closing of the Acquisition and then upon the satisfaction
of other conditions, including the merger of Mecklenburg into Dominion Virginia
Power, the coupon, maturity and other payment terms of the Mecklenburg Bonds
will remain the same. However, the sole obligor on the Mecklenburg Bonds will
become Dominion Virginia Power.
In addition, the Amendments will generally replace the covenants
in the Mecklenburg Bonds with covenants substantively similar to those governing
the senior public indebtedness of Dominion Virginia Power, release all existing
liens encumbering the assets securing the Mecklenburg Bonds and permit the merger
of Mecklenburg into Dominion Virginia Power.
The consummation of the consent solicitation with respect
to each series of Mecklenburg Bonds is subject to certain conditions, including
receipt of consent of holders of all of such bonds and the completion of the
Acquisition. The receipt of consents under the proposed consent solicitation
by Dominion Virginia Power is not a condition to the closing of the Acquisition.
The terms and conditions of the consent solicitation are described
in the Consent Solicitation Statements dated March 31, 2004 of Dominion Virginia
Power. Copies may be obtained by contacting Global Bondholder Services Corporation,
as information agent, by phone at (212) 430-3774 or (866) 470-4200, or by mail
at 65 Broadway, Suite 704, New York, New York 10006, Attn: Corporate Actions.
The consent solicitation is being made by Dominion Virginia
Power and not Mecklenburg. Mecklenburg makes no recommendation on the advisability
of bondholders delivering consents in the consent solicitation.
Dominion,
headquartered in Richmond, Va., is one of the nation's largest producers of
energy.
The solicitation of the consents has not been and will not
be registered under the Securities Act of 1933 and consents may not be solicited
or accepted in the United States absent registration or an applicable exemption
from the registration requirements under that Act. This announcement is not
an offer to purchase, a solicitation of an offer to purchase or a solicitation
of consent with respect to any securities. The Consent Solicitation is being
made solely by the Consent Solicitation Statements.
