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SCANA Corporation

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SCANA Corporation BEFORE THEPUBLIC SERVICE COMMISSION OF SOUTH CAROLINA Docket No. 2013-_-E2013- -E ININRE:RE: ) ) APPLICATION BY SOUTH CAROLINA ELECTRIC & ) APPLICATION FOR GAS COMPANY FOR AUTHORITY TO ISSUE AND ) ISSUANCE OF SELL FROM TIME TO TIME NOT EXCEEDING ) SECURITIES $1$ 1,500,000,000 ,500,000,000 AGGREGATE PRINCIPAL AMOUNT ) OF FIRST MORTGAGE BONDS ) ) 1. INTRODUCTION South Carolina Electric & Gas Company ("SCE&G" or the "Company"),"Company"), a corporation organized under the laws of South Carolina, hereby makes application pursuant to S.CS.C.. Code Ann. §$ 58-27-1710 eret seq. (1976, as amended), and 10 S.C. Code Ann. Regs. 103-823 and 823.1 (2012), to the Public Service Commission of South Carolina (the "Commission")"Commission") for power and authority to issue and sell from time to time not exceeding One Billion Five Hundred Million Dollars ($1,500,000,000)($ 1,500,000,000) aggregate principal amount of its First Mortgage Bonds (the "New Bonds")Bonds") pursuant to the Company's Indenture dated as of April 1,I, 1993, as supplemented (the "Indenture"),"Indenture"), between the SCE&G and The Bank of New York Mellon Trust Company, N.A., successor to NationsBank of Georgia, National Association, as trustee (the "Trustee")."Trustee"). A copy of SCE&G's Registration Statement No. 333-184426-01 ("("RegistrationRegistration Statement"Statement")) filed with the United States Securities and Exchange Commission ("SEC") in October 2012 on Form S-3 1 under the Securities Act of 1933, as amended, with respect to the New Bonds, is furnished to the Commission as Exhibit A hereto. 2. CORRESPONDENCE Correspondence with respect to this Application should be addressed to the following person: Mark R. Cannon * Ronald T. Lindsay * Treasurer S1'.Sr. VP & General Counsel SCANA Corporation SCANA Corporation 220 Operation Way —- C101 220 Operation Way -— D308 Cayce, South Carolina 29033 Cayce, South Carolina 29033 (803) 217-7838 (803) 217-6044 [email protected]@scana.corn [email protected]@scana.corn K. Chad Burgess * Matthew W. Gissendanner * Associate General Counsel Assistant General Counsel SCANA Corporation SCANA Corporation 220 Operation Way -— C222 220 Operation Way -— C222 Cayce, South Carolina 29033 Cayce, South Carolina 29033 (803) 217-8141 (803) 217-5359 [email protected]. [email protected] [email protected] scana.corn * Persons for service 3. BUSINESS SCE&G is a corporation duly organized and existing under the laws of the State of South Carolina, having its principal office and place of business in Cayce, South Carolina. SCE&G is a wholly owned subsidiary of SCANA Corporation ("SCANA"), a South Carolina corporation. Moreover, SCE&G is a combination electric and natural gas utility under the laws of South Carolina and is subject to the jurisdiction of the Commission pursuant to Chapters 5 and 27 of Title 58, S.C. Code of Laws (1976, as amended). The Company operates in the State of South Carolina, serving the central, southern and southwestern portions of the State with electric 2 service and furnishing natural gas service throughout its service territory which encompasses all or part of 35 ofthe 46 counties in South Carolina and covers more than 25,000 square miles. 4. AMOUNT AND CHARACTER OF SECURITIES TO BE ISSUED A. Terms of New Bonds SCE&GSCEAG requests authority to issue and sell not exceeding One Billion Five Hundred Million Dollars ($1,500,000,000)($ 1,500,000,000) principal amount of New Bonds in one or more series and to negotiate (see Section 6 below) the terms for the New Bonds generally described as follows: Principal Amount: $1,500,000,000$ 1,500,000,000 (maximum) in one or more series Issue Date: From time to time Basis: Unfunded property additions equal to ten-sevenths of the aggregate principal amount of such additional New Bonds, retirement credits or cash equal to the aggregate amounts of such New Bonds. Interest Rate: Market Maturity Date: Varying, with 55-year maximum Call and Redemption Features: Market Sinking Fund: Market, but none required Initial Offering Price: Market, estimated to be approximately 92%92/0 to 112%112'/0 of principal amount (except for zero coupon securities) Selling Discount: Underwritten sales or placementsplacetnents to institutional investors ("Institutional("Institutional Sales")Sales") 1.5%1.5'/0 (maximum) (expected range 0.6%0.6'/0 to 0.9/0)0.9%) and underwritten sales or placements to retail investors ("Retail("Retail Sales")Sales") 3.5%3.5'/0 (maximum) (expected range 3.0%3.0'/0 to 3.3%)3.3'/0) Redemption Price: Market, estimated to be 100%100'/0 of principal amount plus a make­make- whole amount (yield maintenance payment) (except for zero coupon securities) Current Credit Ratings: Moody's -— A3; S&PSAP -— A; Fitch —- A 3 Indenture Date: April 1, 1993 Number of Existing Supplemental Indentures: Two Indenture Trustee: The Bank of New York Mellon Trust Company, N.A. Outstanding Principal Amount: $3,381,425,000 — this amount includes First Mortgage Bonds that have been issued to secure tax-exempt Pollution Control Bonds (currently $88,770,000)$88,770,000) The authority applied for, pursuant to this application, to issue and sell not exceeding One Billion Five Hundred Million Dollars ($1,500,000,000)($ 1,500,000,000) principal amount of New Bonds is incremental to the authority,authority, granted by the Commission to SCE&G in previous ordersorders,, to issue and sell the the CompanyCompany's' s First Mortgage Bonds. B. SecuritySecurit for the New Bonds The New Bonds will be secured primarily by the lien of the Indenture upon substantially all of the electrical generation, transmission and distribution properties of SCE&G described in the granting clauses of the Indenture. Reference is made to "Description of the First M011gageMortgage Bonds" in the form of Preliminary Prospectus in the Registration Statement. (Indenture Section 302) New Bonds may be issued on the basis of unfunded property additions equal to ten- sevenths of the aggregate principal amount of such additional New Bonds (Indenture Article IV), retirement credits (Indenture Article V), or cash equal to the aggregate principal amount of such New Bonds (Indenture Article VI)VI).. C. Net EarninEarningss Test In general, the issuance of First Mortgage Bonds under the Indenture is subject to adjusted net earnings of the Company for 12 consecutive months within the preceding 18 months being at least twice the annual interest requirements on First Mortgage Bonds at the time outstanding and the First Mortgage Bonds then to be issued. 4 ~D.D dltR tl SCE&G anticipates that the credit ratings of the New Bonds to be issued will be the same as the rating of outstanding First Mortgage Bonds. (Currently: Moody's —- A3; S&P -— A; Fitch-Fitch— A.) 5. APPLICATION OF PROCEEDS AND COMPLIANCE WITH 10 S.C. CODE ANN. REG. 103-823.1 In compliance with the provisions of 10 S.C. Code Ann. Reg. 103-823.1, SCE&G submits the following required information. A. Identify the effect of the proposed financing on the Company's income statement and balance sheet and identify the impact of the proposed financing on the Company's capital structure. See Exhibit B to this Application with pro forma adjustments. B. Identifyld dfy~ig specificallyll hhow theth fundsf d obtainedhtl dtl throughghth the pproposedp dy financinglg are tto beh used by the Company. (1)(I) The net proceeds from the sale of the New Bonds, together with other funds of SCE&G, will be used for general corporate purposes, including the financing of SCE&G's construction program (which includes the construction of new base load generation as authorized by the Commission in Order No. 2009-104(A), dated March 2, 2009), and nuclear fuel expenditures, the reduction of short-term indebtedness and the refinancing of securities. Reference is made to "Use of Proceeds" in the form of Preliminary Prospectus included as part of the Registration Statement. 5 (2) The Company's cash requirements through 2015 for its construction program and nuclear fuel expenditures are estimated at $1.7$ 1.7 billion and for refinancing outstanding securities are estimated at $235$235 million. SCE&G may revise its cash requirements to refinancing additional outstanding securities in light of changing market conditions. C. Provide information of the possible impact on the Company if the proposed financing is not approved or if approval is delayed. Substantially all of Company's electric plant, transmission and distribution assets are subject to the lien of the Indenture, thereby limiting any further secured financing other than through the method discussed herein. Without authorization to issue and sell the New Bonds, the Company would be required to (a) seek additional short-term bank loans on an unsecured basis; (b) sell additional commercial paper; (c) sell its accounts receivable or attempt to obtain vendor financing of equipment; or (d) reduce its construction program to the level that could be funded internally. SCE&G is subject to the restriction under Section 204 of the Federal Power Act in that the Company must file an application with the Federal Energy Regulatory Commission ("FERC") for authority to issue short-term indebtedness in amounts exceeding 5% of the par value (as defined) of its outstanding securities. The FERC currentlycUlTently has authorized SCE&G to issue up to $1,600,000,000$ 1,600,000,000 of unsecured promissory notes, commercial paper or direct loans with maturity dates of 12 months or less. The authority to make such issuances will expire on October 15,2014.15, 2014. 6 D. Specify the expected effective rate of interest of any debt financing (a range for the rate is appropriate). For common stock issues, provide information on the anticipated market price and book value per share at the time of issue.
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