RICHMOND, Va., Sept. 19, 2018 /PRNewswire/ -- Dominion
Energy (NYSE: D) today announced that it has made an offer to
Dominion Energy Midstream Partners (NYSE: DM) to acquire all
outstanding common units not owned by Dominion Energy in exchange
for Dominion Energy common shares. The fixed exchange ratio offer
of 0.2468 Dominion Energy common shares per Dominion Energy
Midstream common unit equates to a per-unit valuation of
$17.75, based on closing prices as of
Sept. 18, 2018. This represents an
8.2 percent premium to the 30-day volume-weighted average unit
price. The transaction is expected to be approximately
neutral to Dominion Energy's earnings guidance and credit
profile.
It is anticipated that a definitive agreement may be reached in
the fourth quarter of 2018, with the transaction closing in the
first quarter of 2019.
Thomas F. Farrell, II, Dominion
Energy chairman, president and chief executive officer, said:
"Continued weakness in MLP capital markets combined with the
prolonged disruption in Dominion Energy Midstream's (DM) common
unit price since the March 15 Federal
Energy Regulatory Commission policy revision were key factors that
led to this decision. Fortunately, Dominion Energy has already
successfully completed several steps that will allow us to achieve
our earnings and credit objectives despite these challenges. The
proposed transaction would provide a premium to recent market
trading levels for DM common unit holders and also benefit Dominion
Energy shareholders by removing uncertainty as to the future of DM
and the potentially negative impact of changes in FERC tax policy
to the future cash flows of current DM assets."
If Dominion Energy acquires all of Dominion Energy Midstream's
outstanding public common units, Dominion Energy Midstream's Series
A Preferred Units are expected to be converted into common units
pursuant to Dominion Energy Midstream's partnership agreement and
receive the same per-unit consideration as the outstanding public
common units at the closing of the transaction.
Dominion Energy's offer is non-binding and has been approved by
the board of directors of Dominion Energy. Before Dominion Energy
would be in a position to enter into any definitive agreement with
Dominion Energy Midstream to effect a proposed transaction, such
agreement would need to be reviewed and approved by the boards of
directors of Dominion Energy, Inc., and Dominion Energy Midstream
GP, LLC. The completion of the proposed transaction will be subject
to customary closing conditions, including standard regulatory
notifications and approvals.
About Dominion Energy
Nearly 6 million customers in 19
states energize their homes and businesses with electricity or
natural gas from Dominion Energy (NYSE: D), 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 over $78 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.
Forward-Looking Statements
his press 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
expectation 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