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Duke Energy Acquisition
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Duke Energy Acquisition

On Oct. 3, 2016, Duke Energy acquired Piedmont Natural Gas, which operates as a business unit of the company. Please review the frequently asked questions below to see how this deal will affect you as a Piedmont Natural Gas shareholder. More information about the transaction is available here.

What will I receive in exchange for my Piedmont Natural Gas shares?
As a result of the acquisition, each of your shares of Piedmont Natural Gas common stock will be converted into the right to receive an amount in cash equal to $60.00 without interest. You will also receive your final dividends in cash, the amount of which is dependent on the effective date of the acquisition.

What action do I have to take to receive cash for my Piedmont shares when the acquisition occurs?
Shares are held either in electronic or book-entry form, or in the form of a paper stock certificate. If you have electronic or book-entry shares with Wells Fargo (who is the transfer agent/shareholder services for Piedmont) or with a broker, they will be exchanged automatically for cash after the acquisition is effective.

If you hold any Piedmont stock in the form of a paper stock certificate, a Letter of Transmittal will be mailed to you from Wells Fargo Shareowner Services about a week after the effective date of the acquisition. You will be asked to send your certificates to Wells Fargo and they will send you a check in about 10 business days after they receive your certificates and properly completed Letter of Transmittal. If you have lost your certificate(s), or if it was stolen or destroyed, the Letter of Transmittal will provide instructions.

If you own even one share in a paper certificate in addition to your electronic or book-entry shares, you will need to return a completed Letter of Transmittal to receive payment on your shares.  

Do I have the option to receive shares in Duke Energy instead of a cash payment?
No. Shareholders of Piedmont Natural Gas will only receive a cash payment for their shares.

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How soon can I expect to receive my cash payment?
For shareholders holding their shares in electronic or book-entry form, such as in the Piedmont Natural Gas Dividend Reinvestment and Stock Purchase Plan, a check will be mailed to you within a week of the effective date. If your shares are held in electronic or book-entry form with a broker, the funds will be sent to your broker for distribution. For shareholders holding at least one share in a paper certificate, you will receive a check within 10 business days of Wells Fargo having received a properly completed Letter of Transmittal along with the paper certificate(s).

May I have the funds automatically deposited to my bank account, rather than receive a check by mail?
No. If you hold shares through Wells Fargo Shareowner Services, all distributions will be made via check to the shareholder or designee.  If your shares are held with a broker, please consult with your broker for the method of distribution. 

When will I receive the Letter of Transmittal that I will need to return with my paper certificate shares for cash payment?
Wells Fargo will mail to you a Letter of Transmittal, together with instructions on how to surrender your stock certificates in exchange for your cash payment, about a week after the effective date of the acquisition. 

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What if I don’t have or cannot locate my stock certificate(s)?
If you are unable to present your stock certificate(s) as a result of loss, theft, or destruction, you will need to submit an affidavit that such certificates were lost, stolen or destroyed, and post a bond as indemnity against any claim. Instructions will be provided on the Letter of Transmittal to begin this process. You may wish to begin this process prior to the effective date of the acquisition to prevent any delay in receiving your cash proceeds. Please call Wells Fargo Shareowner Services at 877.724.6451 for additional instructions.

I am entitled to receive the merger consideration, however, my name does not appear as the shareholder of record. May I receive the payment made payable to me?
The merger consideration may be made to another person, so long as the person requesting the payment submits the stock certificate(s) properly endorsed or with assignments duly executed by the record holder, or his, her, or its duly appointed agent, attorney, executor, administrator, guardian or other fiduciary, together with the requisite medallion guarantee of signature on the Letter of Transmittal.

What are the U.S. federal income tax consequences of the merger to Piedmont Natural Gas shareholders?
The merger represents a taxable event, because shareholders of Piedmont Natural Gas will receive cash in exchange for their Piedmont shares. As such, a Piedmont Natural Gas shareholder should generally recognize capital gain or loss equal to the difference between the amount of the cash received and the shareholder’s tax basis in those shares.

Any tax statements contained herein (i) are not tax advice, are general in nature, do not address all aspects of U.S. federal income taxation that may be relevant to a holder of Piedmont shares, and do not address any tax consequences under foreign, state, local, estate, gift or other tax law that may be applicable to a holder, (ii) were not intended or written to be used, and cannot be used, for the purpose of avoiding penalties and (ii) were written to support the promotion and marketing of the merger. Taxpayers should seek advice based on their own particular circumstances from an independent tax advisor.

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How can I determine my cost basis?
Piedmont does not have cost basis information for Piedmont shares.  Depending on the type of account you have, transfer agents and brokers became required to keep cost basis information starting either January 1, 2011, or January 1, 2012, for shares purchased after that time.  Please consult the transfer agent or your broker for any information they may have.

Prior to this period, determining cost basis was the responsibility of the individual shareholder. You may consider using the cost basis calculation services provided by Net Basis to assist you with the calculation of your Piedmont shares at your expense. We strongly urge shareholders to seek advice from an independent tax advisor for help with cost basis calculations.

What tax forms will I receive in connection with the payment and are taxes payable on the payment I receive?
You will receive a 1099-B for the amount associated with the redemption of your shares.  You will also receive a 1099-DIV for the amount associated with your dividends earned in the effective year of the acquisition.  Note that the dividend amount is dependent on the actual effective date of the acquisition.

Capital gains and dividend income may be payable as a result of this acquisition.  Since every shareholder has a unique tax situation, we strongly urge shareholders to seek advice from an independent tax advisor.

Any tax statements contained herein (i) are not tax advice, are general in nature, do not address all aspects of U.S. federal income taxation that may be relevant to a holder of Piedmont shares, and do not address any tax consequences under foreign, state, local, estate, gift or other tax law that may be applicable to a holder, (ii) were not intended or written to be used, and cannot be used, for the purpose of avoiding penalties and (ii) were written to support the promotion and marketing of the merger. Taxpayers should seek advice based on their own particular circumstances from an independent tax advisor.

Does Duke Energy have a direct stock purchase and dividend reinvestment plan?
Yes. It's called the Duke Energy InvestorDirect Choice Plan. This plan allows participants to reinvest their dividends and make optional cash purchases of Duke Energy common stock directly through the plan. More information on the Duke Energy InvestorDirect Choice Plan may be found in the Plan Prospectus which you may download and print at any time from the Duke Energy website at duke-energy.com/investors.

Whom should I contact if I have additional questions regarding this transaction?
You may contact the Paying Agent (and former transfer agent of Piedmont Natural Gas common stock), Wells Fargo Shareowner Services:

  • Mail:
    Wells Fargo Shareowner Services
    P.O. Box 64856
    St. Paul, MN 55164
  • Online:
    shareowneronline.com
  • Telephone:
    U.S. telephone number: 877.724.6451
    Local and Outside U.S.: 651.450.4064

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