RICHMOND, Va., June 10, 2019 /PRNewswire/ -- Dominion
Energy, Inc. (NYSE: D) announced today its intention to offer to
sell, subject to market and other conditions, 12,500,000 2019
Series A Equity Units, each with a stated amount of $100. Each Equity Unit will initially be in
the form of a 2019 Series A Corporate Unit consisting of a contract
to purchase shares of Dominion Energy common stock (the Common
Stock) in the future and a 1/10 undivided beneficial ownership
interest in one share of Dominion Energy cumulative perpetual
convertible preferred stock with a liquidation preference of
$1,000 per share (the Convertible
Preferred Stock). Dominion Energy expects to grant the
underwriters an option to purchase 1,875,000 additional Corporate
Units to cover over-allotments.
The Common Stock purchase contracts are expected to settle on
June 1, 2022 (subject to early
settlement in certain circumstances).
Dominion Energy expects to pay, quarterly in arrears, contract
adjustment payments on the stated amount of each Equity Unit and
cumulative dividends, when, as and if declared by Dominion Energy's
board of directors, on the liquidation preference per share of
Convertible Preferred Stock, in each case at a rate to be
determined in connection with the offering. Dominion Energy
may pay such contract adjustment payments and dividends in cash,
shares of Common Stock or a combination of cash and shares of
Common Stock, at its election. Dominion Energy may also, in
its discretion, defer contract adjustment payments.
Each share of Convertible Preferred Stock may be converted only
after being separated from the Corporate Units and, prior to
June 1, 2022, only upon the
occurrence of certain fundamental change events. Upon any
such conversion, Dominion Energy will, at its election, pay or
deliver, as the case may be, cash, shares of Common Stock, or a
combination of cash and shares of Common Stock.
Dominion Energy intends to use the net proceeds from the
offering for general corporate purposes and to repay short-term
debt.
Goldman Sachs & Co. LLC, Barclays Capital Inc., BNP Paribas
Securities Corp., Wells Fargo Securities, LLC, Citigroup Global
Markets Inc., Mizuho Securities USA LLC, Morgan Stanley & Co. LLC and
SunTrust Robinson Humphrey, Inc. are acting as joint book-running
managers for this offering.
The offering will be made pursuant to an effective registration
statement filed with the U.S. Securities and Exchange
Commission. This news release does not constitute an offer to
sell or a solicitation of an offer to buy the securities described
herein, nor shall there be any sale of these securities in any
state or jurisdiction in which such an offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities law of any such jurisdiction. Any offers of the
securities will be made exclusively by means of a prospectus
supplement and accompanying prospectus. Copies of these
documents may be obtained by contacting Goldman Sachs & Co.
LLC, Attn: Prospectus Department, 200 West Street, New York, NY 10282, by phone at (866) 471-2526
or by email at prospectus-ny@ny.email.gs.com; Barclays Capital
Inc., Attn: Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, NY 11717, by
phone at (888) 603-5847 or by email at
barclaysprospectus@broadridge.com; BNP Paribas Securities Corp.,
Attn: Equity Syndicate, 787 Seventh Avenue, New York, NY 10019, by phone at 1-888-860-5378
or by email at dl.nyk_elo@us.bnpparibas.com; or Wells Fargo
Securities, LLC, Attn: Equity Syndicate Department, 375 Park
Avenue, New York, NY 10152, by
phone at (800) 326-5897 or by email at
cmclientsupport@wellsfargo.com.
About Dominion Energy
Nearly 7.5 million customers in
18 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 about $100
billion of assets providing electric generation, transmission
and distribution, as well as natural gas storage, transmission,
distribution and import/export services. The company expects to cut
generating fleet carbon dioxide emissions 80 percent by 2050 and
reduce methane emissions from its gas assets 50 percent by
2030.
This release contains certain forward-looking statements that
are subject to various risks and uncertainties. Factors that could
cause actual results to differ from those in the forward-looking
statements may accompany the statements themselves. In addition,
our business and any offering may be influenced by many factors
that are difficult to predict, involve uncertainties that may
materially affect actual results and are often beyond our ability
to control. These factors include, but are not limited to, the
prevailing conditions in the public capital markets, interest
rates, economic, political and market factors affecting trading
volumes, securities prices or demand for our equity and debt
securities. We have identified and will in the future
identify a number of additional generally applicable factors in our
reports on Forms 10-K and 10-Q filed with the U.S. Securities and
Exchange Commission. We refer you to those discussions for further
information.
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