UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

Form 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 10, 2015

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Item 1.01 Entry into a Material Definitive Agreement.

On December 14, 2015, Piedmont Natural Gas Company, Inc. (the “Company") entered into a Second Amended and Restated Credit Agreement ("Credit Agreement") with Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender, L/C Issuer and a Lender, and Bank of America, N.A, Branch Banking and Trust Company, JPMorgan Chase Bank, N.A., PNC Bank, National Association, U.S. Bank National Association and Royal Bank of Canada, each a Lender. Under the Credit Agreement, the Lenders have committed to lend to the Company up to $850 million on a revolving unsecured basis to be used for general working capital needs and other lawful corporate purposes, including back-up for the Company's commercial paper program. The credit facility matures on December 14, 2020. Up to $10 million of the facility is available for issuance of letters of credit, and up to $20 million of the facility is available for swing line borrowings. The Company has the right to request an increase in the committed amount up to $200 million for a total aggregate committed amount of up to $1.05 billion.

The Credit Agreement requires the Company to pay a commitment fee for the unused commitments under the revolving credit facility, if any, at a rate per annum of 0.085%, which can change if the Company’s debt rating changes. For each borrowing under the credit facility, the Company has the right to choose among three interest rates, including a fluctuating rate per annum equal to the LIBOR Daily Floating Rate plus an Applicable Rate of 0.90% (which Applicable Rate can change if the Company’s debt rating changes). The Company may prepay the loans, in whole or in part, in minimum amounts without premium or penalty, other than customary breakage costs with respect to certain types of loans.

The Credit Agreement contains the following covenants and provisions, among others:

The foregoing summary of the Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Credit Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Some of the Lenders (and their respective subsidiaries or affiliates) provide, have in the past provided, and may in the future provide, investment banking, underwriting, lending, commercial banking and other advisory services to the Company. These parties have received, and may in the future receive, customary compensation from the Company for such services.

The Credit Agreement amends and restates the Amended and Restated Credit Agreement, dated as of October 1, 2012, as amended by that certain Increasing Lender Agreement effective November 1, 2013, among the Company, Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender, L/C Issuer and a Lender, and Bank of America, N.A, Branch Banking and Trust Company, JPMorgan Chase Bank, N.A., PNC Bank, National Association, U.S. Bank National Association and Royal Bank of Canada, each a Lender.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See Item 1.01, which is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Company previously awarded to the Company’s named executive officers Thomas E. Skains, Karl W. Newlin, Franklin H. Yoho, Kevin M. O’Hara and Jane Lewis-Raymond (collectively, the “Executive Participants”) long-term equity incentive awards in the form of performance shares for the three-year performance periods ending October 31, 2016 and October 31, 2017 (collectively, the “LTIP Awards”) pursuant to the Piedmont Natural Gas Company, Inc. Incentive Compensation Plan, as amended and restated effective December 15, 2010 (the “Plan”).          

In addition, the Company previously awarded Retention Stock Units (“RSUs”) under the Plan to Mr. Skains, the Company’s President and Chief Executive Officer, pursuant to a 2011 Retention Award Agreement dated December 15, 2011. The RSUs vest in three tranches, two of which have already vested and the third of which was scheduled to vest on December 15, 2016 provided Mr. Skains continued to be employed by the Company on such date.

More information regarding the compensation of the Executive Participants is set forth in the Company’s proxy statement dated January 16, 2015 in connection with the 2015 annual meeting of shareholders.

Under the Share Repayment Agreements, the shares delivered to the Executive Participants, as well as all dividends paid by the Company with respect to such shares, which are required to be reinvested in additional shares, may not be transferred or encumbered until such shares are no longer subject to repayment under the applicable repayment agreement. The Executive Participants otherwise have all rights of shareholders with respect to such shares.

The foregoing summary of the Share Repayment Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Share Repayment Agreements, forms of which are attached hereto as Exhibit 10.2 and Exhibit 10.3 and are incorporated herein by reference.

Item 8.01. Other Events.

Naming of Thomas E. Skains as Designee to the Board of Directors of Duke Energy Corporation.

On December 10, 2015, Duke Energy announced that its board of directors named Mr. Skains as the designee to join Duke Energy’s board upon the closing of the transactions contemplated under the Merger Agreement. The designation was made pursuant to Section 1.7 of the Merger Agreement.

Exercise of Option to Purchase the Company’s Member Interest in SouthStar Energy Services LLC.

On December 9, 2015, the Company received notice from Georgia Natural Gas Company (“GNGC”) of its election pursuant to Section 12.5(b) of the Amended and Restated Limited Liability Company Agreement of SouthStar Energy Services LLC (“SouthStar”) dated as of September 1, 2013 (the “LLC Agreement”) between the Company and GNGC to purchase the Company’s entire interest in SouthStar for Fair Market Value (as defined in the LLC Agreement), subject to the consummation of the transactions contemplated under the Merger Agreement. The Company and GNGC have not yet agreed on the Fair Market Value, and no date has been set for the consummation of this transaction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.