RICHMOND, Va., June 12, 2019 /PRNewswire/ -- Dominion
Energy (NYSE: D) today announced that it has priced its offering of
14,000,000 2019 Series A Equity Units, initially consisting of
14,000,000 2019 Series A Corporate Units. Dominion Energy has
granted to the underwriters an option to purchase up to an
additional 2,100,000 Corporate Units to cover
over-allotments. Dominion Energy increased the size of the
offering to 14,000,000 Corporate Units from 12,500,000 Corporate
Units.
Each Corporate Unit consists 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 1.75% Series A Cumulative Perpetual Convertible
Preferred Stock with a liquidation preference of $1,000 per share (the Convertible Preferred
Stock). Total annual distributions on the Corporate Units
will be 7.25%, consisting of the contract adjustment payments and
dividends described below.
The Common Stock purchase contracts are expected to settle on
June 1, 2022 (subject to early
settlement in certain circumstances) for a number of shares of
Common Stock per purchase contract equal to $100 divided by the market value of the
Common Stock determined during a period prior to settlement, but
not to exceed 1.3529 shares (which is approximately equal to
$100 divided by the closing
price of the Common Stock on June 11,
2019). Quarterly contract adjustment payments equivalent to
5.50% per year will be made on the stated amount of $100 per Equity Unit, subject to Dominion
Energy's right to defer such payments.
Dominion Energy initially will pay cumulative dividends on the
Convertible Preferred Stock, when, as, and if declared by its board
of directors, quarterly in arrears at a rate of 1.75% per year on
the $1,000 liquidation preference per
share of Convertible Preferred Stock.
Dominion Energy may pay the contract adjustment payments and
dividend payments in cash, shares of Common Stock or a combination
of cash and shares of Common Stock, at its election.
The Convertible Preferred Stock will have an initial conversion
rate of 11.2750 shares of the Common Stock per share of the
Convertible Preferred Stock, equivalent to an initial conversion
price of approximately $88.69,
subject to adjustment. The initial conversion price
represents a premium of approximately 20% above the closing price
of the Common Stock on June 11,
2019. 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.
The Convertible Preferred Stock is expected to be remarketed
during either an optional remarketing period beginning on and
including Feb. 25, 2022 and ending on
and including May 13, 2022 or a final
remarketing period beginning on and including May 23, 2022 and ending on and including
May 27, 2022. Upon any
successful remarketing, the conversion rate and/or the dividend
rate of the Convertible Preferred Stock may be increased. If
no successful remarketing has occurred on or prior to the last day
of the final remarketing period, holders of Corporate Units will
receive the above-described number of shares of Common Stock per
purchase contract upon automatic delivery to Dominion Energy of
their corresponding shares of Convertible Preferred Stock (unless a
holder elects to settle the purchase contract with separate
cash).
The Convertible Preferred Stock has no maturity or mandatory
redemption date, but Dominion Energy has the right to redeem all of
or any portion of the outstanding Convertible Preferred Stock from
and after Sept. 1, 2022 at a
redemption price equal to 100% of the liquidation preference
thereof, plus any accumulated and unpaid dividends.
Dominion Energy intends to use the net proceeds from this
offering, which are expected to be $1,374,800,000 in the aggregate, or $1,581,020,000 in the aggregate if the
over-allotment option is exercised in full (in each case, after
deducting underwriting discounts and commissions but before
deducting other offering expenses), 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 is being 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.
View original content to download
multimedia:http://www.prnewswire.com/news-releases/dominion-energy-announces-pricing-of-equity-units-300866294.html
SOURCE Dominion Energy