Filed pursuant to Rule 433
Relating to Preliminary Prospectus Supplement dated December 3, 2014
to Prospectus dated July 3, 2014
Registration No. 333-197252
DOMINION GAS HOLDINGS, LLC
FINAL TERM SHEET
December 3, 2014
2014 Series A 2.50% Senior Notes due 2019 | 2014 Series B 3.60% Senior Notes due 2024 | 2014 Series C 4.60% Senior Notes due 2044 | ||||
| Issuer: | Dominion Gas Holdings, LLC | Dominion Gas Holdings, LLC | Dominion Gas Holdings, LLC | |||
| Principal Amount: | $450,000,000 | $450,000,000 | $500,000,000 | |||
Expected Ratings* (Moody’s/S&P/Fitch): | A2 (stable outlook)/ A- (negative outlook)/ A- (stable outlook) | A2 (stable outlook)/ A- (negative outlook)/ A- (stable outlook) | A2 (stable outlook)/ A- (negative outlook)/ A- (stable outlook) | |||
| Trade Date: | December 3, 2014 | December 3, 2014 | December 3, 2014 | |||
| Settlement Date: | December 8, 2014 | December 8, 2014 | December 8, 2014 | |||
| Final Maturity Date: | December 15, 2019 | December 15, 2024 | December 15, 2044 | |||
| Interest Payment Dates: | June 15 and December 15 | June 15 and December 15 | June 15 and December 15 | |||
| First Interest Payment Date: | June 15, 2015 | June 15, 2015 | June 15, 2015 | |||
| Optional Redemption: | Make Whole Call at T+15 bps prior to November 15, 2019; Par Call on or after November 15, 2019 | Make Whole Call at T+20 bps prior to September 15, 2024; Par Call on or after September 15, 2024 | Make Whole Call at T+25 bps prior to June 15, 2044; Par Call on or after June 15, 2044 | |||
| Treasury Benchmark: | 1.500% due November 30, 2019 | 2.250% due November 15, 2024 | 3.125% due August 15, 2044 | |||
| Benchmark Yield: | 1.608% | 2.283% | 2.989% | |||
| Spread to Benchmark: | +90 bps | +135 bps | +165 bps | |||
| Reoffer Yield: | 2.508% | 3.633% | 4.639% | |||
| Coupon: | 2.50% | 3.60% | 4.60% | |||
| Price to Public: | 99.962% | 99.724% | 99.370% | |||
Proceeds to the Company Before Expenses: | 99.362% | 99.074% | 98.495% | |||
| CUSIP/ISIN: | 257375AG0/ US257375AG05 | 257375AH8/ US257375AH87 | 257375AJ4/ US257375AJ44 | |||
| Joint Book-Running Managers: | Goldman, Sachs & Co., RBS Securities Inc., BNP Paribas Securities Corp. and Scotia Capital (USA) Inc. | |||||
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC, including the preliminary prospectus supplement dated December 3, 2014, for more complete information about the issuer
and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request them by calling:
| Goldman, Sachs & Co. | 1-866-471-2526 (toll free) | |
| RBS Securities Inc. | 1-866-884-2071 (toll free) | |
| BNP Paribas Securities Corp. | 1-800-854-5674 (toll free) | |
| Scotia Capital (USA) Inc. | 1-800-372-3930 (toll free) |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
