RICHMOND, Va., Nov. 26, 2018 /PRNewswire/ -- Dominion
Energy, Inc. (NYSE: D), and Dominion Energy Midstream Partners, LP
(NYSE: DM), today announced that they have entered into a
definitive agreement under which Dominion Energy will acquire all
outstanding public common units of Dominion Energy Midstream in
exchange for 0.2492 Dominion Energy common shares per unit
representing an increase from the original offer of nearly 1
percent.
The transaction is expected to be approximately neutral to
Dominion Energy's earnings guidance and credit profile. Closing of
the transaction is expected to occur in the first quarter of 2019
and will be subject to customary closing conditions.
The fourth-quarter 2018 Dominion Energy Midstream common unit
distribution is expected to be paid in early 2019, prior to or in
conjunction with the transaction closing. The distribution is
expected to be equal to the third-quarter 2018 distribution,
declared on Oct. 19, 2018, of
$0.369 per unit. All
distribution decisions are subject to approval of the Board of
Directors of Dominion Energy Midstream GP, LLC, the general partner
of Dominion Energy Midstream.
Moelis & Company LLC and Richards Layton & Finger P.A.
acted as financial and legal advisers, respectively, to the
Dominion Energy Midstream Conflicts Committee.
About Dominion Energy
Nearly 6 million customers in 19
states energize their homes and businesses with electricity or
natural gas from Dominion Energy, headquartered in Richmond, Va. The company is committed to
sustainable, reliable, affordable, and safe energy and is one of
the nation's largest producers and transporters of energy with
nearly $80 billion of assets
providing electric generation, transmission and distribution, as
well as natural gas storage, transmission, distribution, and
import/export services. As one of the nation's leading solar
operators, the company intends to reduce its carbon intensity 50
percent by 2030. Through its Dominion Energy Charitable Foundation,
as well as EnergyShare and other programs, Dominion Energy plans to
contribute more than $30 million in
2018 to community causes throughout its footprint and beyond.
About Dominion Energy Midstream
Dominion Energy
Midstream is a Delaware limited
partnership formed by Dominion Energy, Inc., to grow a portfolio of
natural gas terminaling, processing, storage, transportation and
related assets. It is headquartered in Richmond, Va.
Important additional information
In connection with
the proposed transaction between Dominion Energy, Inc., and
Dominion Energy Midstream Partners, LP, Dominion Energy will file
with the U.S. Securities and Exchange Commission (SEC) a
Registration Statement on Form S-4 that will include a
combined Consent Statement of Dominion Midstream and Prospectus of
Dominion Energy, as well as other relevant documents concerning the
proposed transaction. The proposed transaction involving Dominion
Energy and Dominion Energy Midstream will be submitted to the
holders of the partnership's Common Units and Series A Preferred
Units for their consideration. This communication shall not
constitute an offer to sell or the solicitation of an offer to buy
any securities nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such jurisdiction. Holders of Dominion Energy
Midstream's Common Units and Series A Preferred Units are urged to
read the registration statement and the consent
statement/prospectus regarding the transaction when they become
available and any other relevant documents filed with the SEC, as
well as any amendments or supplements to those documents, because
they will contain important information.
Holders of the partnership's Common Units and Series A Preferred
Units will be able to obtain a free copy of the definitive consent
statement/prospectus, as well as other filings containing
information about Dominion Energy and Dominion Energy Midstream,
without charge, at the SEC's website (http://www.sec.gov). Copies
of the consent statement/prospectus and the filings with the SEC
that will be incorporated by reference in the consent
statement/prospectus can also be obtained, without charge, by
directing a request to Dominion Energy, Inc., 120 Tredegar Street,
Richmond, Virginia 23219,
Attention: Corporate Secretary,
Corporate.Secretary@dominionenergy.com, or to Dominion Energy
Midstream Partners, LP, 120 Tredegar Street, Richmond, Virginia 23219, Attention: Corporate
Secretary, Corporate.Secretary@dominionenergy.com.
Participants in the solicitation
Dominion Energy,
Dominion Energy Midstream and certain of their respective
directors, executive officers and employees may be deemed to be
participants in the solicitation of consents in respect of the
proposed transaction. Information regarding Dominion Energy's
directors and executive officers is available in its definitive
proxy statement, which was filed with the SEC on March 23,
2018, Dominion Energy's Annual Report on Form 10-K, which was filed
with the SEC on February 27, 2018 and certain of its Current
Reports on Form 8-K. Information regarding Dominion
Energy Midstream's directors and executive officers is available in
its Annual Report on Form 10-K, which was filed with the SEC on
Feb. 27, 2018, and certain of its Current Reports on
Form 8-K. Other information regarding the participants in
the consent solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be
contained in the consent statement/prospectus and other relevant
materials filed with the SEC. Free copies of these documents
may be obtained as described in the preceding paragraph.
Forward-Looking Statements
This news release
contains "forward-looking statements" made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995. The statements relate to, among other things,
expectations and projections concerning Dominion Energy's offer to
acquire Dominion Energy Midstream's outstanding public common
units. Actual results may differ from expectations, estimates
and projections and, consequently, readers should not rely on these
forward-looking statements as predictions of future events.
Words such as "expect," "assume," "estimate," "project,"
"anticipate," "intend," "plan," "may," "will," "could," "should,"
"believe," "potential," and similar expressions are intended to
identify such forward-looking statements. Such
forward-looking statements involve significant risks and
uncertainties that could cause actual results to differ materially
from expected results, and may include, but are not limited to,
statements about the anticipated benefits of the proposed
transaction, including future financial and operating results, the
attractiveness of the value to be received by the parties to the
proposed transaction, Dominion Energy's plans, objectives,
expectations and intentions, the timing of future events, the
anticipated impact of the transaction on future cash flows, future
earnings guidance and credit profile, and descriptions relating to
these expectations. All statements relating to events or
developments that we expect or anticipate will occur in the future
are forward-looking statements, and Dominion Energy's ability to
predict results or the actual effect of future events is inherently
uncertain. Although Dominion Energy believes that the
expectations reflected in any forward-looking statement are based
on reasonable assumptions, it can give no assurance that actual
outcomes and results will not differ materially from what is
expressed in such forward-looking statements. There can be
no assurance that the transaction will close.
Forward-looking statements in this release are based on
information available as of the date of this release, which such
information is subject to change at any time. Dominion Energy
undertakes no obligation to update any forward-looking statement to
reflect developments after the statement is made.
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SOURCE Dominion Energy; Dominion Midstream Partners