Proposed Acquisition by Duke Energy Corporation On October 24, 2015 , we entered into a Merger Agreement with Duke Energy and Forest Subsidiary, Inc. (Merger Sub), a new wholly owned subsidiary of Duke Energy. The Merger Agreement provides for the merger of the Merger Sub with and into Piedmont, with Piedmont surviving as a wholly owned subsidiary of Duke Energy (the Acquisition). At the effective time of the Acquisition, subject to receipt of required shareholder and regulatory approvals and meeting specified customary closing conditions, each share of Piedmont common stock issued and outstanding immediately prior to the closing will be converted automatically into the right to receive $60 in cash per share, without interest, less any applicable withholding taxes. Upon consummation of the Acquisition, Piedmont common stock will be delisted from the New York Stock Exchange (NYSE). Completion of the Acquisition is subject to various closing conditions, including, among others (i) the approval of the Merger Agreement by an affirmative vote of the holders of a majority of the outstanding shares of our common stock, (ii) approval from the NCUC, and (iii) expiration or termination of any applicable waiting period under the federal Hart-Scott-Rodino Antitrust Improvements Act of 1976. The Merger Agreement may be terminated by us or by Duke Energy if the Acquisition is not consummated by October 31, 2016, subject to a six-month extension by either of us under certain circumstances. The Merger Agreement contains certain termination rights for both companies under certain circumstances, and provides that, upon termination of the Merger Agreement under specified circumstances, we would be required to pay Duke Energy a termination fee of $125 million , or Duke Energy would be required to pay us a termination fee of $250 million . The Merger Agreement includes certain restrictions, limitations and prohibitions as to actions we may or may not take in the period prior to completion of the Acquisition. Among other restrictions,