Dominion to Assign Portion of Marcellus Rights for $552 Million, Plans Dominion Keystone Pipeline to Eastern U.S. Markets

-Also to receive 7.5 percent royalty interest in exchange for Marcellus rights to 205,000 acres
-Open season begins July 7 on pipeline for up to 1 Bcf/d of Appalachian production

 

June 30, 2008

RICHMOND, Va. – Dominion (NYSE: D), one of the nation’s largest producers and transporters of energy, has agreed to assign the Marcellus Shale natural gas drilling rights on approximately 205,000 Appalachian Basin net acres to Antero Resources for about $552 million, resulting in after-tax proceeds of approximately $325 million.

Dominion will receive a 7.5 percent royalty interest on future natural gas production from the assigned acreage. Dominion will retain the drilling rights in traditional formations both above and below the Marcellus Shale interval and will continue its conventional drilling program on the acreage. The transaction is expected to close in late September 2008.

In addition, Dominion is announcing the proposed development of Dominion Keystone, a pipeline project that would transport new natural gas supplies from the Appalachian Basin to markets throughout the eastern United States. The pipeline project is a response to the many Appalachian producers who are seeking reliable natural gas pipeline transmission for increased production from conventional drilling, coalbed methane and Lower Huron Shale, as well as Marcellus Shale.

As part of the drilling rights agreement, Antero Resources will join Dominion Exploration & Production as anchor tenants on Dominion Keystone. Collectively, the two customers are expected to provide approximately 500 million cubic feet per day (MMcfd) to the pipeline, which would allow for transport of up to 1 billion cubic feet of natural gas per day by year end 2012.

Dominion will hold an open season for Dominion Keystone beginning July 7 and ending August 12 for other customers interested in the new capacity. The proposed pipeline would take natural gas from southwestern Pennsylvania, the heart of Marcellus Shale drilling in the Appalachian Basin, to Chester County, Pa., with connections to pipelines operated by Dominion, Spectra, Williams and NiSource.

The acreage Dominion will assign to Antero is principally in western Pennsylvania and West Virginia, and is about one-third to one-quarter of the 600,000 to 800,000 acres where Dominion controls drilling rights in the Marcellus Shale formation.   Dominion continues to receive interest in its remaining Marcellus Shale acreage and expects to pursue similar transactions for additional acreage.

The company intends to use net proceeds initially to reduce outstanding short-term debt. Longer term, the proceeds are expected to partially offset previously announced equity issuances in 2009.

"Assigning a portion of our drilling rights in the Marcellus Shale has a number of benefits for Dominion," said Thomas F. Farrell II, Dominion’s chairman, president and CEO. "It allows us to lock in an immediate return from a valuable asset while preserving some upside potential through a royalty interest in future production. Proceeds will help fund our electric and natural gas growth projects.  There is already a need for more natural gas gathering and transportation infrastructure in the Appalachian Basin.  The Marcellus and Lower Huron plays will increase that demand."

Dominion has 1.1 trillion cubic feet of natural gas reserves and about 9,000 producing wells in the Appalachian Basin. The company has not booked any reserves for its Marcellus Shale acreage. Lehman Brothers acted as financial advisor to Dominion on the transaction.

Denver-based Antero Resources is a privately held exploration and production company focused on acquiring and developing unconventional natural gas resources, primarily in fractured shale and tight sand reservoirs. Antero was an early developer of the Barnett Shale in Texas, becoming one of its largest producers until selling its Barnett Shale business in 2005. Antero has drilled over 200 horizontal wells in the Barnett Shale and Woodford Shale and is currently operating six rigs drilling horizontally on its 100,000 net acres in the Arkoma Basin Woodford Shale play in eastern Oklahoma and four rigs on its 46,000 net acres in the Piceance Basin in western Colorado. In August 2007, shareholders including Warburg Pincus, Yorktown Partners and Lehman Brothers Merchant Banking committed $1 billion of equity to support Antero’s growth.

Dominion is one of the nation's largest producers and transporters of energy, with a portfolio of approximately 26,500 megawatts of generation, 1.1 trillion cubic feet equivalent of proved natural gas reserves, 14,000 miles of natural gas transmission, gathering and storage pipeline and 6,000 miles of electric transmission lines.  Dominion operates the nation’s largest natural gas storage facility with 975 billion cubic feet of storage capacity and serves retail energy customers in 11 states. For more information about Dominion, visit the company's Web site at http://www.dom.com.

This release contains certain forward-looking statements, including the proposed development of the Dominion Keystone pipeline, that are subject to various risks and uncertainties. Factors that could cause actual results to differ materially from management's projections, forecasts, estimates and expectations may include factors that are beyond the company's ability to control or estimate precisely, such as fluctuations in energy-related commodity prices, the timing of the closing dates of acquisitions or divestitures, estimates of future market conditions, estimates of proved and unproved reserves, the company’s ability to meet its natural gas and oil production forecasts, the timing and receipt of regulatory approvals necessary for the proposed development of the Dominion Keystone pipeline and other planned projects, acquisitions and divestitures, and the ability to complete such planned construction or expansion projects as scheduled. Other factors include, but are not limited to, weather conditions, including the effects of hurricanes on operations, the behavior of other market participants, state and federal legislative and regulatory developments and changes to environmental and other laws and regulations, including those related to climate change, economic conditions in the company's service area, risks of operating businesses in regulated industries that are subject to changing regulatory structures, changes to regulated gas and electric rates collected by Dominion, changes to rating agency requirements and ratings, changing financial accounting standards, trading counter-party credit risks, risks related to energy trading and marketing, and other uncertainties. Other risk factors are detailed from time to time in Dominion’s most recent quarterly report on Form 10-Q or annual report on Form 10-K filed with the Securities & Exchange Commission.

 

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CONTACTS:  
   
Media:

Dan Donovan, (412) 237-2900, Daniel.E.Donovan@dom.com
Mark Lazenby, (804) 819-2042, Mark.Lazenby@dom.com

   
Analysts: Laura Kottkamp, (804) 819-2254, Laura.E.Kottkamp@dom.com