UNDERWRITING
Under the terms and subject to the conditions contained in an underwriting agreement, dated the date of this prospectus supplement
(Underwriting Agreement), the underwriters named below have severally and not jointly agreed to purchase, and we have agreed to sell to them, the principal amounts of the Senior Notes set forth opposite their names below:
|
|
|
|
|
Name |
|
Principal Amount of the Senior Notes |
|
Credit Suisse Securities (USA) LLC |
|
$ |
|
|
Deutsche Bank Securities Inc. |
|
|
|
|
Mizuho Securities USA LLC |
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
|
|
|
|
Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Mizuho Securities USA LLC are acting as
joint book-running managers in connection with the offering of the Senior Notes.
The Underwriting Agreement provides that the obligation
of the several underwriters to purchase and pay for the Senior Notes is subject to, among other things, the approval of certain legal matters by their counsel and certain other conditions. The underwriters are obligated to take and pay for all of
the Senior Notes if any are taken.
The underwriters initially propose to offer the Senior Notes directly to the public at the public
offering price set forth on the cover page of this prospectus supplement. After the initial offering of the Senior Notes, the offering price and other selling terms may from time to time be varied by the underwriters. The offering of the Senior
Notes by the underwriters is subject to receipt and acceptance and subject to the underwriters right to reject any order in whole or in part.
We estimate that the total expenses of the offering of the Senior Notes, not including the underwriting discount, will be approximately $1.5
million.
We have agreed to indemnify each of the underwriters and their controlling persons against certain liabilities, including
liabilities under the Securities Act of 1933, as amended.
No application is being made or is intended to be made for the listing or
trading of the Senior Notes on any securities exchange or trading facility or to include them in any automated quotation system, but we have been advised by the underwriters that they intend to make a market in the Senior Notes. The underwriters are
not obligated, however, to do so and may discontinue their market making at any time without notice. No assurance can be given as to the development, maintenance or liquidity of the trading market, if any, for the Senior Notes.
In order to facilitate the offering of the Senior Notes, the underwriters may engage in transactions that stabilize, maintain or otherwise
affect the price of the Senior Notes. Specifically, the underwriters may overallot in connection with the offering, creating a short position in the Senior Notes for the underwriters. In addition, to cover overallotments or to stabilize the price of
the Senior Notes, the underwriters may bid for, and purchase, the Senior Notes in the open market. Finally, the underwriters may reclaim selling concessions allowed to a dealer for distributing the Senior Notes in the offering, if they repurchase
previously distributed Senior Notes in transactions to cover short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price for the Senior Notes above independent market levels. The
underwriters are not required to engage in these activities and may end any of these activities at any time.
The underwriters and their
affiliates have, from time to time, performed, and currently perform and may in the future perform various investment or commercial banking, lending, trust and financial advisory services for us and our affiliates in the ordinary course of business.
S-24
In addition, in the ordinary course of their business activities, the underwriters and their
affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers.
Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. If any of the underwriters or their affiliates has a lending relationship with us, certain of those underwriters or their affiliates
routinely hedge and certain other of those underwriters or their affiliates may hedge their credit exposure to us consistent with their customary risk management policies. Typically, these underwriters and their affiliates would hedge such exposure
by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities, including potentially the Senior Notes offered hereby. Any such credit default swaps or short positions
could adversely affect future trading prices of the Senior Notes offered hereby. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities
or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
Selling Restrictions
European Economic Area
Each underwriter has represented and agreed that it has not offered, sold or otherwise made available and will not offer, sell or otherwise
make available the Senior Notes which are the subject of the offering contemplated by this prospectus supplement and the accompanying base prospectus in relation thereto to any retail investor in the European Economic Area (EEA). For these purposes,
a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, MiFID II) or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the
Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the EU Prospectus
Regulation). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the EU PRIIPs Regulation) for offering or selling the Senior Notes or otherwise making them available to retail investors in the EEA has
been prepared and therefore offering or selling the Senior Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation. This prospectus supplement and the accompanying base prospectus
have been prepared on the basis that any offer of the Senior Notes in any Member State of the EEA will be made pursuant to an exemption under the EU Prospectus Regulation from the requirement to publish a prospectus for offers of the Senior Notes.
This prospectus supplement and the accompanying base prospectus are not a prospectus for the purposes of the EU Prospectus Regulation.
United Kingdom
Each underwriter has represented and agreed that it has not offered, sold or otherwise made available and will not offer, sell or
otherwise make available the Senior Notes which are the subject of the offering contemplated by this prospectus supplement and the accompanying base prospectus in relation thereto to any retail investor in the United Kingdom (UK). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law in the UK by virtue of the European Union (Withdrawal) Act
2018 (EUWA); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (FSMA) and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive where that customer would not
qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law in the UK by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU)
2017/1129 as it forms part of domestic law in the UK by virtue of the EUWA (the UK Prospectus Regulation). Consequently, no key information document by Regulation (EU) No 1286/2014 as it forms part of domestic law in the UK by virtue of the EUWA
(the UK PRIIPs Regulation) for offering or selling the Senior Notes or otherwise making them available to retail investors in the UK has been prepared and
S-25
therefore offering or selling the Senior Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. This prospectus supplement and
the accompanying base prospectus have been prepared on the basis that any offer of the Senior Notes in the UK will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to publish a prospectus for offers of the
Senior Notes. This prospectus supplement and the accompanying base prospectus are not a prospectus for the purposes of the UK Prospectus Regulation. In the UK, this prospectus supplement and the accompanying base prospectus are only being
distributed to and are only directed at persons who are qualified investors under the UK Prospectus Regulation and (1) who fall within Article 19 (5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005, as amended (the Order) or (2) who fall within Article 49(2)(a) to (d) (High net worth companies, unincorporated associations etc.) of the Order or (3) who are persons to whom it may otherwise be lawfully communicated in
accordance with the Order (all such persons together being referred to as relevant persons). This prospectus supplement and the accompanying base prospectus must not be acted on or relied on in the UK by persons who are not relevant
persons. In the UK, any investment or investment activity to which this prospectus supplement and the accompanying base prospectus relate is only available to, and will be engaged in with, relevant persons.
Each underwriter has represented and agreed that:
|
|
|
it has only communicated or caused to be communicated and will only communicate or cause to be communicated an
invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Senior Notes in circumstances in which Section 21(1) of the FSMA does not apply to
us; and |
|
|
|
it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in
relation to the Senior Notes in, from or otherwise involving the UK. |
Switzerland
This prospectus supplement and the accompanying base prospectus are not intended to constitute an offer or solicitation to purchase or invest
in the Senior Notes. The Senior Notes may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (FinSA) and no application has or will be made to admit the Senior Notes to trading on
any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this prospectus supplement, the accompanying base prospectus nor any other offering or marketing material relating to the Senior Notes constitutes a prospectus
pursuant to the FinSA, and neither this prospectus supplement, the accompanying base prospectus nor any other offering or marketing material relating to the Senior Notes may be publicly distributed or otherwise made publicly available in
Switzerland.
Hong Kong
The Senior
Notes may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to
professional investors within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a
prospectus within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), and no advertisement, invitation or document relating to the Senior Notes may be issued or may be in the possession of any person for the purpose
of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with
respect to Senior Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any
rules made thereunder.
S-26
Singapore
This prospectus supplement and the accompanying base prospectus have not been registered as a prospectus with the Monetary Authority of
Singapore. Accordingly, this prospectus supplement, the accompanying base prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Senior Notes may not be circulated or
distributed, nor may the Senior Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under
Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the SFA), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA
or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
Where the
Senior Notes are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is
owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares,
debentures and units of shares and debentures of that corporation or the beneficiaries rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Senior Notes under
Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the
SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.
Solely for the purposes of its
obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the SFA, all relevant persons (as defined in Section 309A of the SFA) are hereby notified that the Senior Notes are prescribed capital markets products (as defined in the
Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16:
Notice on Recommendations on Investment Products).
Japan
The Senior Notes have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the Financial Instruments
and Exchange Law) and each underwriter has agreed that it will not offer or sell any Senior Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan,
including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of,
and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.
Taiwan
The Senior Notes have not been
and will not be registered or filed with, or approved by, the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and may not be offered or sold in Taiwan through a public offering or in circumstances
which constitute an offer within the meaning of the Securities and Exchange Act of Taiwan or relevant laws and regulations that require a registration, filing or approval of the Financial Supervisory Commission of Taiwan. No person or entity in
Taiwan has been authorized to offer or sell the Senior Notes in Taiwan.
Canada
The Senior Notes may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors,
as defined in National Instrument 45-106 Prospectus Exemptions or
S-27
subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.
Any resale of the Senior Notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this
prospectus supplement (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the
purchasers province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchasers province or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with
the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
United Arab Emirates
The Senior Notes have not been, and are not being, publicly offered, sold, promoted or advertised in the United Arab Emirates (including the
Abu Dhabi Global Market and the Dubai International Financial Centre) other than in compliance with the laws, regulations and rules of the United Arab Emirates, the Abu Dhabi Global Market and the Dubai International Financial Centre governing the
issue, offering and sale of securities. Further, this prospectus supplement and the accompanying base prospectus do not constitute a public offer of securities in the United Arab Emirates (including the Abu Dhabi Global Market and the Dubai
International Financial Centre) and are not intended to be a public offer. This prospectus supplement and the accompanying base prospectus have not been approved by or filed with the Central Bank of the United Arab Emirates, the Emirates Securities
and Commodities Authority, the Financial Services Regulatory Authority or the Dubai Financial Services Authority.
Peoples Republic of China
(excluding Hong Kong, Macau and Taiwan)
The Senior Notes are not being offered or sold and may not be offered or sold, directly or
indirectly, in the Peoples Republic of China, or the PRC (for such purposes, not including the Hong Kong and Macau Special Administrative Regions or Taiwan), except as permitted by all relevant laws and regulations of the PRC.
This prospectus supplement and the accompanying base prospectus (i) have not been filed with or approved by the PRC authorities and (ii) do
not constitute an offer to sell, or the solicitation of an offer to buy, any bonds in the PRC to any person to whom it is unlawful to make the offer of solicitation in the PRC.
The Senior Notes may not be offered, sold or delivered, or offered, sold or delivered to any person for reoffering or resale or redelivery, in
any such case directly or indirectly (i) by means of any advertisement, invitation, document or activity which is directed at, or the contents of which are likely to be accessed or read by, the public in the PRC, or (ii) to any person within the
PRC, other than in full compliance with the relevant laws and regulations of the PRC.
Investors in the PRC are responsible for obtaining
all relevant government regulatory approvals/licenses, verification and/or registrations themselves, including, but not limited to, those which may be required by the China Securities Regulatory Commission, the State Administration of Foreign
Exchange and/or the China Banking Regulatory Commission, and complying with all relevant PRC laws and regulations, including, but not limited to, all relevant foreign exchange regulations and/or securities investment regulations.
S-28
Conflicts of Interest
As described in USE OF PROCEEDS on page S-10, some of the net proceeds of this offering may be used for the repayment of short-term debt,
including commercial paper. If more than 5% of the net proceeds of this offering, not including underwriting compensation, will be received by affiliates of certain underwriters in this offering, this offering will be conducted in compliance with
FINRA Rule 5121, as administered by the Financial Industry Regulatory Authority. Pursuant to that rule, the appointment of a qualified independent underwriter is not necessary in connection with this offering.
LEGAL MATTERS
Certain legal matters in connection with the offering of the Senior Notes will be passed upon for us by McGuireWoods LLP, and for the
underwriters by Troutman Pepper Hamilton Sanders LLP, which also performs certain legal services for us and our other affiliates on other matters.
S-29
PROSPECTUS
DOMINION ENERGY, INC.
120 Tredegar Street
Richmond, Virginia 23219
(804) 819-2000
Senior Debt Securities
Junior Subordinated Debentures
Junior Subordinated Notes
Common Stock
Preferred Stock
Stock Purchase Contracts
Stock Purchase Units
From time to time, we may offer and sell our securities. The securities we may offer may be convertible into or exercisable or exchangeable for
other securities of the Company. This prospectus may also be used by a selling security holder of the securities described herein.
We will file prospectus supplements and may provide other offering materials that furnish specific terms of the securities to be offered under
this prospectus, as well as the name and other information with respect to a selling security holder, if any. The terms of the securities will include the initial offering price, aggregate amount of the offering, listing on any securities exchange
or quotation system, investment considerations and the agents, dealers or underwriters, if any, to be used in connection with the sale of the securities. You should read this prospectus and any supplement or other offering materials carefully before
you invest.
Investing in our securities involves risks. For a description of
these risks, see Risk Factors on page 4 of this prospectus and the Risk Factors section of our most recent Annual Report on Form 10-K and in our other reports we file with the Securities and
Exchange Commission.
Neither the Securities and Exchange Commission nor any
state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
This prospectus is dated June 26, 2020.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission (SEC) utilizing a shelf registration process. Under this shelf process, we may, from time to time, sell either separately or in units any combination of the securities described in this prospectus in one or
more offerings up to an unspecified dollar amount.
This prospectus
provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement or other offering materials that will contain specific information about the terms of that offering.
Material federal income tax considerations applicable to the offered securities will also be discussed in the applicable prospectus supplement or other offering materials as necessary. The prospectus supplement or other offering materials may also
add, update or change information contained in this prospectus. You should read both this prospectus, any prospectus supplement or other offering materials together with additional information described under the heading WHERE YOU CAN FIND MORE
INFORMATION. When we use the terms we, our, us, Dominion Energy or the Company in this prospectus, we are referring to Dominion Energy, Inc.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and
other information with the SEC. Our file number with the SEC is 001-08489. Our SEC filings are available to the public over the Internet at the SECs web site at http://www.sec.gov. Our SEC filings are also available on our website at
http://www.dominionenergy.com. Our website also includes other information about us and certain of our subsidiaries. The information available on our website (other than the documents expressly incorporated by reference into this prospectus
as set forth below) is not incorporated by reference into this prospectus and you should not consider such information a part of this prospectus.
The SEC allows us to incorporate by reference the information we file with it, which means that we can disclose important
information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and information that we file later with the SEC will automatically update or supersede this information.
We make some of our filings with the SEC on a combined basis with two of our subsidiaries, Virginia Electric and Power Company (Virginia Power) and Dominion Energy Gas Holdings, LLC (Dominion Energy Gas). Our combined filings with the SEC present
separate filings by each of Virginia Power, Dominion Energy Gas and the Company. We incorporate by reference the documents listed below (other than any portions of the documents not deemed to be filed) and any future filings made with the SEC under
Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, except those portions of filings that relate to Virginia Power or Dominion Energy Gas as a separate registrant, until we sell all of the securities:
|
|
Annual Report on Form 10-K for the year ended December 31, 2019; |
|
|
Quarterly Report on Form 10-Q for the quarter ended March 31, 2020;
|
|
|
Current Reports on Form 8-K, filed January 29, 2020, February
4, 2020, March 16, 2020, March
17, 2020, March 19, 2020, March
20, 2020, March 25, 2020, April
3, 2020 and May 8, 2020; and |
|
|
the description of our common stock contained in Amendment No.
5 to our Current Report on Form 8-K, filed December 13, 2019. |
You may request a copy of any of the documents incorporated by
reference at no cost, by writing or telephoning us at: Corporate Secretary, Dominion Energy, Inc., 120 Tredegar Street, Richmond, Virginia 23219, (804) 819-2000.
You should rely only on the information incorporated by reference or provided in this prospectus or to which this prospectus refers you. We
have not authorized anyone to provide you with different information. If anyone
2
provides you with different or inconsistent information, you should not rely on it. This prospectus may only be used where it is legal to sell these securities. The information which appears in
this prospectus and which is incorporated by reference in this prospectus may only be accurate as of the date of this prospectus or the date of the document in which incorporated information appears. Our business, financial condition, results of
operations and prospects may have changed since that date.
SAFE HARBOR AND CAUTIONARY STATEMENTS
This prospectus or other offering materials may contain or incorporate by reference forward-looking statements. Examples include discussions as
to our expectations, beliefs, plans, goals, objectives and future financial or other performance. These statements, by their nature, involve estimates, projections, forecasts and uncertainties that could cause actual results or outcomes to differ
substantially from those expressed in the forward-looking statements. Factors that could cause actual results to differ from those in the forward-looking statements may accompany the statements themselves; generally applicable factors that could
cause actual results or outcomes to differ from those expressed in the forward-looking statements will be discussed in our reports on Forms 10-K, 10-Q and 8-K incorporated by reference herein and in prospectus supplements and other offering
materials.
By making forward-looking statements, we are not
intending to become obligated to publicly update or revise any forward-looking statements whether as a result of new information, future events or other changes. Readers are cautioned not to place undue reliance on any forward-looking statements,
which speak only as at their dates.
DOMINION ENERGY
Dominion Energy, headquartered in Richmond, Virginia and
incorporated in Virginia in 1983, is one of the nations largest producers and transporters of energy, with a portfolio of approximately 30,700 megawatts of electric generating capacity, 10,400 miles of electric transmission lines, 85,000 miles
of electric distribution lines, 14,600 miles of natural gas transmission, gathering and storage pipelines and 103,400 miles of gas distribution pipeline, exclusive of service lines. We operate one of the nations largest underground natural gas
storage systems with approximately 1 trillion cubic feet of capacity and serve more than 7 million utility and retail energy customers.
We are focused on expanding our investment in regulated and long-term contracted electric generation, transmission and distribution and
regulated natural gas transmission and distribution infrastructure. Our nonregulated operations include merchant generation and natural gas retail energy marketing operations. Our operations are conducted through various subsidiaries, including (i)
Virginia Power, a regulated public utility that generates, transmits and distributes electricity for sale in Virginia and northeastern North Carolina, (ii) Dominion Energy Gas, a holding company for certain of our regulated natural gas businesses,
which conduct business activities through a regulated interstate natural gas transmission pipeline and underground storage system in the Northeast, mid-Atlantic and Midwest states and a liquefied natural gas import and export operation in Maryland,
(iii) Dominion Energy Questar Corporation, a holding company for our primarily regulated natural gas businesses located in the Rocky Mountain and elsewhere, including retail natural gas distribution in Ohio, Utah, Wyoming and Idaho and related
natural gas development and production and (iv) SCANA Corporation, a holding company for regulated businesses primarily engaged in the generation, transmission and distribution of electricity in the central, southern and southwestern portions of
South Carolina and in the distribution of natural gas in North Carolina and South Carolina.
Our address and telephone number are 120 Tredegar Street, Richmond, Virginia, 23219, telephone
(804) 819-2000.
For
additional information about us, see WHERE YOU CAN FIND MORE INFORMATION on page 2.
3
RISK FACTORS
Investing in our securities involves certain risks. Our business is
influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond our control. We have identified a number of these factors under the heading Risk Factors in
our Annual Report on Form 10-K for the year ended December 31, 2019 and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, which are incorporated by reference in this prospectus, as well as in other information
included or incorporated by reference in this prospectus and any prospectus supplement. In consultation with your own financial and legal advisers, you should carefully consider, among other matters, the discussions of risks that we have
incorporated by reference before deciding whether an investment in our securities is suitable for you. See WHERE YOU CAN FIND MORE INFORMATION on page 2.
USE OF PROCEEDS
Unless otherwise indicated in the applicable prospectus supplement or other offering materials, we will use the net proceeds from the sale of
the securities offered by this prospectus to finance capital expenditures and future acquisitions and to retire or redeem debt securities issued by us and for other general corporate purposes which may include the repayment of commercial paper and
debt under any of our credit facilities.
DESCRIPTION
OF DEBT SECURITIES
The term Debt Securities includes the
Senior Debt Securities, Junior Subordinated Debentures and Junior Subordinated Notes. We will issue the Senior Debt Securities in one or more series under our Senior Indenture dated as of June 1, 2015 between us and Deutsche Bank Trust Company
Americas, as Trustee, as amended and as supplemented from time to time. We will issue the Junior Subordinated Debentures in one or more series under our Junior Subordinated Indenture dated as of December 1, 1997 between us and The Bank of New York
Mellon, successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank), as Trustee, as amended and as supplemented from time to time. We will issue Junior Subordinated Notes in one or more series under our Junior Subordinated
Notes Indenture dated as of June 1, 2006 between us and The Bank of New York Mellon, successor to JPMorgan Chase Bank, N.A., as Trustee, as amended and as supplemented from time to time. The indenture related to the Junior Subordinated Debentures is
called the Subordinated Indenture in this prospectus and the indenture related to the Junior Subordinated Notes is called the Subordinated Indenture II; and together the Senior Indenture, the Subordinated Indenture and the Subordinated Indenture II
are called the Indentures. We have summarized selected provisions of the Indentures below. The Senior Indenture, the Subordinated Indenture and the Subordinated Indenture II have been filed as exhibits to the registration statement and
you should read the Indentures for provisions that may be important to you. In the summary below, we have included references to section numbers of the Indentures so that you can easily locate these provisions. Capitalized terms used in the summary
have the meanings specified in the Indentures.
General
The Senior Debt Securities will be our direct, unsecured obligations
and will rank equally with all of our other senior and unsubordinated debt, except to the extent provided in the applicable prospectus supplement or other offering materials. The Junior Subordinated Debentures will be our unsecured obligations and
are junior in right of payment to our Senior Indebtedness, as described under the caption ADDITIONAL TERMS OF THE JUNIOR SUBORDINATED DEBENTURESSubordination. The Junior Subordinated Notes will be our unsecured obligations and are junior in
right of payment to our Priority Indebtedness, as described under the caption ADDITIONAL TERMS OF THE JUNIOR SUBORDINATED NOTESSubordination.
Because we are a holding company that conducts all of our operations through our subsidiaries, our ability to meet our obligations under the
Debt Securities is dependent on the earnings and cash flows of those subsidiaries and the ability of those subsidiaries to pay dividends or to advance or repay funds to us. Holders of
4
Debt Securities will generally have a junior position to claims of creditors of our subsidiaries, including trade creditors, debtholders, secured creditors, taxing authorities, guarantee holders
and any preferred stockholders. As of March 31, 2020, our subsidiaries had approximately $24.1 billion in aggregate principal amount of outstanding long-term debt (including securities due within one year).
There is no limit on the amount of Debt Securities or other
indebtedness we may issue. We may issue Debt Securities from time to time under the Indentures in one or more series by entering into supplemental indentures and by our Board of Directors or duly authorized officers authorizing the issuance.
The Indentures do not protect the holders of Debt Securities if we
incur additional indebtedness or engage in a highly leveraged transaction.
Provisions of a Particular Series
The Debt Securities of a series need not be issued at the same time, bear interest at the same rate or mature on the same date. Unless
otherwise provided in the terms of a series, a series may be reopened, without notice to or consent of any holder of outstanding Debt Securities, for issuances of additional Debt Securities of that series. The prospectus supplement or other offering
materials for a particular series of Debt Securities will describe the terms of that series, including, if applicable, some or all of the following:
|
|
the title and type of the Debt Securities; |
|
|
the total principal amount of the Debt Securities; |
|
|
the portion of the principal payable upon acceleration of maturity, if other than the entire principal; |
|
|
the date or dates on which principal is payable or the method for determining the date or dates, and any right that we have to change the date on which principal is payable; |
|
|
the interest rate or rates, if any, or the method for determining the rate or rates, and the date or dates from which interest will accrue; |
|
|
any interest payment dates and the regular record date for the interest payable on each interest payment date, if any; |
|
|
any payments due if the maturity of the Debt Securities is accelerated; |
|
|
any optional redemption terms, or any terms regarding repayment at the option of the holder; |
|
|
if the Debt Securities are convertible into or exchangeable for other securities, and if so, the conversion terms and conditions; |
|
|
any provisions that would obligate us to repurchase, repay or otherwise redeem the Debt Securities, or any sinking fund provisions; |
|
|
the currency in which payments will be made if other than U.S. dollars, and the manner of determining the equivalent of those amounts in U.S. dollars; |
|
|
if payments may be made, at our election or at the holders election, in a currency other than that in which the Debt Securities are stated to be payable, then the currency in which those payments may be made, the
terms and conditions of the election and the manner of determining those amounts; |
|
|
any index or formula used for determining principal, interest or premium, if any; |
|
|
the percentage of the principal amount at which the Debt Securities will be issued, if other than 100% of the principal amount; |
|
|
whether the Debt Securities will be issued in fully registered certificated form or book-entry form, represented by certificates deposited with the applicable trustee and registered in the name of a securities
depositary or its nominee (Book-Entry Debt Securities); |
5
|
|
denominations, if other than $1,000 each or multiples of $1,000; |
|
|
any rights that would allow us to defer or extend an interest payment date in connection with any series of Debt Securities; |
|
|
any provisions requiring payment of principal or interest in our capital stock or with proceeds from the sale of our capital stock or from any other specific source of funds in connection with any series of Debt
Securities; |
|
|
the identity of the series trustee, if other than the trustee; |
|
|
any changes to events of defaults or covenants; |
|
|
if any series of Debt Securities will not be subject to defeasance or covenant defeasance; and |
|
|
any other terms of the Debt Securities. (Sections 201 & 301 of the Senior Indenture; Sections 2.1 & 2.3 of the Subordinated Indenture & the Subordinated Indenture II.) |
The prospectus supplement will also indicate any special tax
implications of the Debt Securities and any provisions granting special rights to holders when a specified event occurs.
Conversion or Redemption
No Debt Security will be subject to conversion, amortization or redemption, unless otherwise provided in the applicable prospectus supplement
or other offering materials. Any provisions relating to the conversion, amortization or redemption of Debt Securities will be set forth in the applicable prospectus supplement or other offering materials, including whether conversion, amortization
or redemption is mandatory or at our option. If no redemption date or redemption price is indicated with respect to a Debt Security, we may not redeem the Debt Security prior to its stated maturity. Debt Securities subject to redemption by us will
be subject to the following terms:
|
|
redeemable on and after the applicable redemption dates; |
|
|
redemption dates and redemption prices fixed at the time of sale and set forth on the Debt Security; and |
|
|
redeemable in whole or in part (provided that any remaining principal amount of the Debt Security will be equal to an authorized denomination) at our option at the applicable redemption price, together with interest,
payable to the date of redemption, on notice given not more than 60 nor less than 20 days prior to the date of redemption. (Section 1104 of the Senior Indenture; Section 3.2 of the Subordinated Indenture & the Subordinated Indenture II.)
|
We will not be required to:
|
|
issue, register the transfer of, or exchange any Debt Securities of a series during the period beginning 15 days before the date the Debt Securities of that series are selected for redemption; or |
|
|
register the transfer of, or exchange any Debt Security of that series selected for redemption except the unredeemed portion of a Debt Security being partially redeemed. (Section 305 of the Senior Indenture;
Section 2.5 of the Subordinated Indenture & the Subordinated Indenture II.) |
Option to Extend Interest Payment Period
If elected in the applicable supplemental indenture, we may defer interest payments on the Debt Securities by extending the interest payment
period for the number of consecutive extension periods specified in the applicable prospectus supplement or other offering materials (each, an Extension Period). Other details regarding the Extension Period, including any limit on our ability to pay
dividends during the Extension Period, will also be specified in the applicable prospectus supplement or other offering materials. No Extension Period may extend beyond the maturity of the applicable series of Debt Securities. At the end of the
Extension Period(s), we will pay
6
all interest then accrued and unpaid, together with interest compounded quarterly at the interest rate for the applicable series of Debt Securities, to the extent permitted by applicable law.
(Section 301(26) of the Senior Indenture; Section 2.10 of the Subordinated Indenture & the Subordinated Indenture II.)
Payment and Transfer; Paying Agent
The paying agent will pay the principal of any Debt Securities only if those Debt Securities are surrendered to it. Unless we state otherwise
in the applicable prospectus supplement or other offering materials, the paying agent will pay principal, interest and premium, if any, on Debt Securities, subject to such surrender, where applicable, at its office or, at our option:
|
|
by wire transfer to an account at a banking institution in the United States that is designated in writing to the applicable trustee prior to the deadline set forth in the applicable prospectus supplement or other
offering materials by the person entitled to that payment (which in the case of Book-Entry Debt Securities is the securities depositary or its nominee); or |
|
|
by check mailed to the address of the person entitled to that interest as that address appears in the security register for those Debt Securities. (Sections 307 & 1001 of the Senior Indenture; Section 4.1 of the
Subordinated Indenture & the Subordinated Indenture II.) |
Neither we nor the applicable trustee will have any responsibility or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests in a Book-Entry Debt Security, or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests. We expect that the securities depositary, upon receipt of any payment
of principal, interest or premium, if any, in a Book-Entry Debt Security, will credit immediately the accounts of the related participants with payment in amounts proportionate to their respective holdings in principal amount of beneficial interest
in the Book-Entry Debt Security as shown on the records of the securities depositary. We also expect that payments by participants to owners of beneficial interests in a Book-Entry Debt Security will be governed by standing customer instructions and
customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in street name, and will be the responsibility of the participants.
Unless we state otherwise in the applicable prospectus supplement or
other offering materials, the applicable trustee will act as paying agent for the Debt Securities, and the principal corporate trust office of the applicable trustee will be the office through which the paying agent acts. We may, however, change or
add paying agents or approve a change in the office through which a paying agent acts. (Section 1002 of the Senior Indenture; Section 4.2 of the Subordinated Indenture & the Subordinated Indenture II.)
Any money that we have paid to a paying agent for principal or interest
on any Debt Securities which remains unclaimed at the end of two years after that principal or interest has become due will be repaid to us at our request. After repayment to the Company, holders should look only to us for those payments.
(Section 1003 of the Senior Indenture; Section 12.4 of the Subordinated Indenture & the Subordinated Indenture II.)
Fully registered securities may be transferred or exchanged at the corporate trust office of the applicable trustee or at any other office or
agency we maintain for those purposes, without the payment of any service charge except for any tax or governmental charge and related expenses. (Section 1002 of the Senior Indenture; Section 2.5 of the Subordinated Indenture & the
Subordinated Indenture II.)
Global Securities
We may issue some or all of the Debt Securities as Book-Entry Debt
Securities. Book-Entry Debt Securities will be represented by one or more fully registered global certificates. Book-Entry Debt Securities of like tenor and terms up to $500,000,000 aggregate principal amount may be represented by a single global
certificate. Each global certificate will be registered in the name of the securities depositary or its nominee and deposited with the
7
applicable trustee, as agent for the securities depositary. Unless otherwise stated in any prospectus supplement or other offering materials, The Depository Trust Company will act as the
securities depositary. Unless it is exchanged in whole or in part for Debt Securities in definitive form, a global certificate may generally be transferred only as a whole unless it is being transferred to certain nominees of the securities
depositary. (Section 305 of the Senior Indenture; Section 2.5 of the Subordinated Indenture & the Subordinated Indenture II.)
Beneficial interests in global certificates will be shown on, and transfers of global certificates will be effected only through, records
maintained by the securities depositary and its participants. If there are any additional or differing terms of the depositary arrangement with respect to the Book-Entry Debt Securities, we will describe them in the applicable prospectus supplement
or other offering materials.
Holders of beneficial interests in
Book-Entry Debt Securities represented by a global certificate are referred to as beneficial owners. Beneficial owners will be limited to institutions having accounts with the securities depositary or its nominee, which are called participants in
this discussion, and to persons that hold beneficial interests through participants. When a global certificate representing Book-Entry Debt Securities is issued, the securities depositary will credit on its book-entry, registration and transfer
system the principal amounts of Book- Entry Debt Securities the global certificate represents to the accounts of its participants. Ownership of beneficial interests in a global certificate will be shown only on, and the transfer of those ownership
interests will be effected only through, records maintained by:
|
|
the securities depositary, with respect to participants interests; and |
|
|
any participant, with respect to interests the participant holds on behalf of other persons. |
As long as the securities depositary or its nominee is the registered holder of a global certificate representing Book-Entry Debt Securities,
that person will be considered the sole owner and holder of the global certificate and the Book-Entry Debt Securities it represents for all purposes. Except in limited circumstances, beneficial owners:
|
|
may not have the global certificate or any Book-Entry Debt Securities it represents registered in their names; |
|
|
may not receive or be entitled to receive physical delivery of certificated Book-Entry Debt Securities in exchange for the global certificate; and |
|
|
will not be considered the owners or holders of the global certificate or any Book-Entry Debt Securities it represents for any purposes under the Debt Securities or the Indentures. (Section 308 of the Senior
Indenture; Section 8.3 of the Subordinated Indenture & the Subordinated Indenture II.) |
We will make all payments of principal, interest and premium, if any, on a Book-Entry Debt Security to the securities depositary or its nominee
as the holder of the global certificate. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of securities in definitive form. These laws may impair the ability to transfer beneficial interests in a
global certificate.
Payments participants make to beneficial
owners holding interests through those participants will be the responsibility of those participants. The securities depositary may from time to time adopt various policies and procedures governing payments, transfers, exchanges and other matters
relating to beneficial interests in a global certificate. None of the following will have any responsibility or liability for any aspect of the securities depositarys or any participants records relating to beneficial interests in a
global certificate representing Book-Entry Debt Securities, for payments made on account of those beneficial interests or for maintaining, supervising or reviewing any records relating to those beneficial interests:
|
|
the applicable trustee; or |
|
|
any agent of any of the above. |
8
Covenants
Under the Indentures we will:
|
|
pay the principal, interest and premium, if any, on the Debt Securities when due; |
|
|
maintain a place of payment; |
|
|
deliver an officers certificate to the applicable trustee at the end of each fiscal year confirming our compliance with our obligations under each of the Indentures; |
|
|
in the case of the Senior Indenture, preserve and keep in full force and effect our corporate existence except as otherwise provided in the Senior Indenture; and |
|
|
deposit sufficient funds with any paying agent on or before the due date for any principal, interest or premium, if any. (Sections 1001, 1002, 1003, 1005 & 1006 of the Senior Indenture; Sections 4.1, 4.2, 4.4
& 4.6 of the Subordinated Indenture & the Subordinated Indenture II.) |
Consolidation, Merger or Sale
The Indentures provide that we may not merge or consolidate with any other corporation or sell or convey all or substantially all of our assets
to any person or acquire all or substantially all of the assets of another person unless (i) either we are the continuing corporation, or the successor corporation (if other than us) is a corporation organized and existing under the laws of the
United States of America or a State thereof or the District of Columbia and such corporation expressly assumes the due and punctual payment of the principal of and interest and other amounts due on the Debt Securities, and the due and punctual
performance and observance of all of the covenants and conditions of the Indentures to be performed by us by supplemental indenture in form satisfactory to the applicable trustee, executed and delivered to the applicable trustee by such corporation,
and (ii) we or such successor corporation, as the case may be, will not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the performance of any such covenant or condition.
In case of any such consolidation, merger or conveyance, such successor
corporation will succeed to and be substituted for us, with the same effect as if it had been named as us in the applicable Indenture, and in the event of such conveyance (other than by way of a lease), we will be discharged of all of our
obligations and covenants under the applicable Indenture and the Debt Securities. (Sections 801 & 802 of the Senior Indenture; Sections 11.1, 11.2 & 11.3 of the Subordinated Indenture & the Subordinated Indenture II.)
Events of Default
Event of Default when used in each of the Indentures, will mean any of
the following with respect to Debt Securities of any series:
|
|
failure to pay the principal or any premium on any Debt Security when due; |
|
|
with respect to the Senior Debt Securities, failure to deposit any sinking fund payment for that series when due that continues for 60 days; |
|
|
failure to pay any interest on any Debt Securities of that series, when due, that continues for 60 days (or for 30 days in the case of any Junior Subordinated Debentures or Junior Subordinated Notes, as applicable);
provided that, if applicable, for this purpose, the date on which interest is due is the date on which we are required to make payment following any deferral of interest payments by us under the terms of the applicable series of Debt Securities that
permit such deferrals; |
|
|
failure to perform any other covenant in the Indentures (other than a covenant expressly included solely for the benefit of other series) that continues for 90 days after the applicable trustee or the holders of at
least 33% of the outstanding Debt Securities (25% in the case of the Junior Subordinated Debentures or Junior Subordinated Notes, as applicable) of that series give written notice of the default; |
9
|
|
certain events in bankruptcy, insolvency or reorganization of Dominion Energy; or |
|
|
any other Event of Default included in the Indentures or any supplemental indenture. (Section 501 of the Senior Indenture; Section 6.1 of the Subordinated Indenture & the Subordinated Indenture II.)
|
In the case of a general covenant default
described above, the applicable trustee may extend the grace period. In addition, if holders of a particular series have given a notice of default, then holders of at least the same percentage of Debt Securities of that series, together with the
applicable trustee, may also extend the grace period. The grace period will be automatically extended if we have initiated and are diligently pursuing corrective action.
An Event of Default for a particular series of Debt Securities does not necessarily constitute an Event of Default for any other series of Debt
Securities issued under the Indentures. Additional events of default may be established for a particular series and, if established, will be described in the applicable prospectus supplement or other offering materials.
If an Event of Default for any series of Debt Securities occurs and
continues, the applicable trustee or the holders of at least 33% (25%, in the case of the Junior Subordinated Debentures or Junior Subordinated Notes, as applicable) in aggregate principal amount of the Debt Securities of the series may declare the
entire principal of all the Debt Securities of that series to be due and payable immediately. If this happens, subject to certain conditions, the holders of a majority of the aggregate principal amount of the Debt Securities of that series can void
the declaration. (Section 502 of the Senior Indenture; Section 6.1 of the Subordinated Indenture & the Subordinated Indenture II.)
The applicable trustee may withhold notice to the holders of Debt Securities of any default (except in the payment of principal or interest) if
it considers the withholding of notice to be in the best interests of the holders. Other than its duties in case of a default, a Trustee is not obligated to exercise any of its rights or powers under the Indentures at the request, order or
direction of any holders, unless the holders offer the applicable trustee reasonable indemnity. If they provide this reasonable indemnification, the holders of a majority in principal amount of any series of Debt Securities may direct the time,
method and place of conducting any proceeding or any remedy available to the applicable trustee, or exercising any power conferred upon the applicable trustee, for any series of Debt Securities. However, the applicable trustee must give the holders
of Debt Securities notice of any default to the extent provided by the Trust Indenture Act. (Sections 512, 601, 602 & 603 of the Senior Indenture; Sections 6.6, 6.7, 7.1 & 7.2 of the Subordinated Indenture & the Subordinated
Indenture II.)
The holder of any Debt Security will have an
absolute and unconditional right to receive payment of the principal, any premium and, within certain limitations, any interest on that Debt Security on its maturity date or redemption date and to enforce those payments. (Section 508 of the
Senior Indenture; Section 14.2 of the Subordinated Indenture & the Subordinated Indenture II.)
Satisfaction; Discharge
The applicable Indenture will cease to be of further effect with respect to the Debt Securities of a given series if, at any time, among other
things:
|
|
all Debt Securities of such series have been delivered to the applicable Trustee for cancellation; or |
|
|
all Debt Securities of such series not delivered to the applicable Trustee for cancellation have become due and payable, or will become due and payable within one year, or are to be called for redemption within one year
under arrangements satisfactory to the applicable Trustee, and we have deposited with the applicable Trustee funds in trust in an amount sufficient to pay upon maturity or redemption the principal, interest, premium, if any, and other amounts due
with respect to all outstanding Debt Securities of such series. |
Notwithstanding the above, certain provisions of the applicable Indenture will survive, including with respect to the rights, obligations and
immunities of the applicable Trustee, certain rights with respect to
10
registration of the transfer or exchange of such Debt Securities, and the right of holders to receive payment from the amounts deposited with the Trustee. (Section 401 of the Senior Indenture;
Section 12.1 of the Subordinated Indenture & the Subordinated Indenture II).
Defeasance
Unless we elect differently in the applicable supplemental indenture, the following discussion of legal defeasance and covenant defeasance will
apply to any series of Senior Debt Securities or Junior Subordinated Notes issued under the Senior Indenture or Subordinated Indenture II, respectively.
Legal Defeasance
We can legally release ourselves from our payment and other obligations under the Senior Indenture with respect to any series of Senior Debt
Securities (such release, a Legal Defeasance) if certain conditions under the Senior Indenture are satisfied, including:
|
|
us irrevocably depositing with the Trustee cash, government obligations or a combination of cash and government obligations that will provide enough cash to make interest, principal and any additional payments on such
Senior Debt Securities through the stated maturity or redemption date of such Senior Debt Securities; |
|
|
that there has been a change in the applicable U.S. federal income tax law or a ruling by the Internal Revenue Service (IRS) to the effect that holders of such Senior Debt Securities will not recognize income, gain or
loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, and in the same manner and at the same times, as would have been the case if such Legal Defeasance had
not occurred; and |
|
|
us delivering an officers certificate and legal opinion to the Trustee confirming the tax law change or IRS ruling described in the bullet above. |
Under current U.S. federal income tax law, the deposit in trust and our
legal release from the Senior Debt Securities as discussed above would be treated as a taxable exchange of the Senior Debt Securities. We encourage prospective holders to consult with their own tax advisors as to the specific consequences of a Legal
Defeasance.
We can also effect a Legal Defeasance with respect to
any series of Junior Subordinated Notes under the Subordinated Indenture II by satisfying certain conditions of the Subordinated Indenture II, including the condition set forth in the first bullet above. The conditions set forth in the second and
third bullets above are not applicable to the Subordinated Indenture II. If we were to elect to effect a Legal Defeasance with respect to any series of Junior Subordinated Notes, holders would be subject to the same tax treatment described in the
paragraph above with respect to the Legal Defeasance of Senior Debt Securities.
If we were to effect a Legal Defeasance with respect to a series of Senior Debt Securities or Junior Subordinated Notes as described above,
holders of such Debt Securities would rely solely on the amounts deposited with the applicable Trustee with respect to payments due under such Debt Securities and we would not be responsible for any such payments, with the exception of the payment
of certain additional amounts, if applicable. (Section 402 of the Senior Indenture and Section 12.5 of the Subordinated Indenture II.)
Covenant Defeasance
We can legally release ourselves from certain covenants applicable to any series of Senior Debt Securities under the Senior Indenture (such
release, a Covenant Defeasance) if certain conditions under the Senior Indenture are satisfied, including:
|
|
us irrevocably depositing with the applicable Trustee cash, government obligations or a combination of cash and
government obligations that will provide enough cash to make interest, principal and any additional |
11
|
payments on such Senior Debt Securities through the stated maturity or redemption date of such Senior Debt Securities; and |
|
|
us delivering a legal opinion to the Trustee to the effect that holders of such Senior Debt Securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance
and will be subject to U.S. federal income tax on the same amounts, and in the same manner and at the same times, as would have been the case if such Covenant Defeasance had not occurred. |
We can also effect a Covenant Defeasance with respect to any series of
Junior Subordinated Notes under the Subordinated Indenture II by satisfying certain conditions of the Subordinated Indenture II, including the condition set forth in the first bullet above. The condition set forth in the second bullet above is not
applicable to the Subordinated Indenture II. Under current U.S. federal income tax law, unless accompanied by other changes in the terms of the Debt Securities, a Covenant Defeasance with respect to any series of Junior Subordinated Notes would
not be treated as a taxable exchange.
If we were to effect a
Covenant Defeasance with respect to a series of Senior Debt Securities or Junior Subordinated Notes as described above, we would still be responsible for payments with respect to such Debt Securities in the event of a shortfall in the funds
deposited with the applicable Trustee. (Section 402 of the Senior Indenture and Section 12.5 of the Subordinated Indenture II.)
Modification of Indentures; Waiver
Under the Indentures our rights and obligations and the rights of the holders may be modified with the consent of the holders of a majority in
aggregate principal amount of the outstanding Debt Securities of each series affected by the modification. No modification of the principal or interest payment terms, and no modification reducing the percentage required for modifications, is
effective against any holder without its consent. (Section 902 of the Senior Indenture; Section 10.2 of the Subordinated Indenture & the Subordinated Indenture II.) In addition, we may supplement the Indentures to create new series of
Debt Securities and for certain other purposes, without the consent of any holders of Debt Securities. (Section 901 of the Senior Indenture; Section 10.1 of the Subordinated Indenture & the Subordinated Indenture II.)
The holders of a majority of the outstanding Debt Securities of all
series under the applicable Indenture with respect to which a default has occurred and is continuing may waive a default for all those series, except a default in the payment of principal or interest, or any premium, on any Debt Securities or a
default with respect to a covenant or provision which cannot be amended or modified without the consent of the holder of each outstanding Debt Security of the series affected. (Section 513 of the Senior Indenture; Section 6.6 of the Subordinated
Indenture & the Subordinated Indenture II.)
In addition,
under certain circumstances, the holders of a majority of the outstanding Junior Subordinated Debentures or Junior Subordinated Notes of any series, as applicable, may waive in advance, for that series, our compliance with certain restrictive
provisions of the Subordinated Indenture or the Subordinated Indenture II under which those Junior Subordinated Debentures or Junior Subordinated Notes, as applicable, were issued. (Section 4.7 of the Subordinated Indenture & the Subordinated
Indenture II.)
Concerning the Trustees
Deutsche Bank Trust Company Americas is the Trustee under the Senior
Indenture and Series Trustee under the Subordinated Indenture II. We and certain of our affiliates maintain deposit accounts and banking relationships with Deutsche Bank Trust Company Americas. Deutsche Bank Trust Company Americas also serves as
trustee or series trustee under other indentures pursuant to which securities of ours and one of our affiliates are outstanding. Affiliates of Deutsche Bank Trust Company Americas have purchased, and are likely to purchase in the future, our
securities and securities of our affiliates.
12
As Trustee under the Senior Indenture, Deutsche Bank Trust Company Americas will perform only
those duties that are specifically described in the Senior Indenture unless an event of default under the Senior Indenture occurs and is continuing. It is under no obligation to exercise any of its powers under the Senior Indenture at the request of
any holder of Senior Debt Securities unless that holder offers reasonable indemnity to the Trustee against the costs, expenses and liabilities which it might incur as a result. (Section 601 of the Senior Indenture.)
The Senior Indenture permits us to name a different trustee for
individual series of Senior Debt Securities. If named, a series trustee performs the duties that would otherwise be performed by the Trustee under the Senior Indenture with respect to that series; the series trustee will have no greater liabilities
or obligations and will be entitled to all the rights and exculpations with respect to such series that would otherwise be available to the Trustee under the Senior Indenture. If a series trustee is named, information about any series trustee will
be disclosed in the prospectus supplement and the Trustee under the Senior Indenture will have no responsibility with respect to that series.
Deutsche Bank Trust Company Americas administers its corporate trust business at 60 Wall Street, 24th Floor, New York, NY 10005 or such other
address as it may notify to the Company from time to time.
The
Bank of New York Mellon, successor to JPMorgan Chase Bank, N.A., is the Trustee under the Subordinated Indenture and the Subordinated Indenture II. We and certain of our affiliates maintain deposit accounts and banking relationships with The Bank of
New York Mellon. The Bank of New York Mellon also serves as trustee under other indentures pursuant to which securities of ours and of certain of our affiliates are outstanding. Affiliates of The Bank of New York Mellon have purchased, and are
likely to purchase in the future, our securities and securities of our affiliates.
As Trustee under the Subordinated Indenture and the Subordinated Indenture II, The Bank of New York Mellon will perform only those duties that
are specifically described in the Subordinated Indenture and the Subordinated Indenture II unless an event of default under either indenture occurs and is continuing. It is under no obligation to exercise any of its powers under the Indentures at
the request of any holder of Junior Subordinated Debenture or Junior Subordinated Notes unless that holder offers reasonable indemnity to the Trustee against the costs, expenses and liabilities which it might incur as a result. (Section 7.1 of
the Subordinated Indenture & the Subordinated Indenture II.)
The Subordinated Indenture II permits us to name a different trustee for individual series of Junior Subordinated Notes. If named, a series
trustee performs the duties that would otherwise be performed by the Trustee under the Subordinated Indenture II with respect to that series; the series trustee will have no greater liabilities or obligations and will be entitled to all the rights
and exculpations with respect to such series that would otherwise be available to the Trustee under the Subordinated Indenture II. If a series trustee other than Deutsche Bank Trust Company Americas is named, information about such series trustee
will be disclosed in the prospectus supplement and the Trustee under the Subordinated Indenture II will have no responsibility with respect to that series.
The Bank of New York Mellon administers its corporate trust business at 240 Greenwich Street, Floor 7-E ATTN: Corporate Trust Administration,
New York, New York 10286 or such other address as it may notify to the Company from time to time.
ADDITIONAL TERMS OF THE SENIOR DEBT SECURITIES
Repayment at the Option of the Holder
We must repay the Senior Debt Securities at the option of the holders prior to the Stated Maturity Date only if specified in the applicable
prospectus supplement or other offering materials. Unless otherwise provided in the
13
prospectus supplement or other offering materials, the Senior Debt Securities subject to repayment at the option of the holder will be subject to repayment:
|
|
on the specified Repayment Dates; and |
|
|
at a repayment price equal to 100% of the unpaid principal amount to be repaid, together with unpaid interest accrued to the Repayment Date. (Section 1302 of the Senior Indenture.) |
For any Senior Debt Security to be repaid, the Trustee must receive, at
its office maintained for that purpose in the Borough of Manhattan, New York City not more than 180 nor less than 60 calendar days prior to the date of repayment:
|
|
in the case of a certificated Senior Debt Security, the certificated Senior Debt Security and the form in the Senior Debt Security entitled Option of Holder to Elect Purchase duly completed; or |
|
|
in the case of a book-entry Senior Debt Security, instructions to that effect from the beneficial owner to the securities depositary and forwarded by the securities depositary. Exercise of the repayment option by the
holder will be irrevocable. (Section 1303 of the Senior Indenture.) |
Only the securities depositary may exercise the repayment option in respect of beneficial interests in the book-entry Senior Debt Securities.
Accordingly, beneficial owners that desire repayment in respect of all or any portion of their beneficial interests must instruct the participants through which they own their interests to direct the securities depositary to exercise the repayment
option on their behalf. All instructions given to participants from beneficial owners relating to the option to elect repayment will be irrevocable. In addition, at the time the instructions are given, each beneficial owner will cause the
participant through which it owns its interest to transfer its interest in the book-entry Senior Debt Securities or the global certificate representing the related book-entry Senior Debt Securities, on the securities depositarys records, to
the Trustee. See DESCRIPTION OF DEBT SECURITIESGlobal Securities.
Limitation on Liens
While any of the Senior Debt Securities are outstanding (other than those to which the limitation on liens covenant is expressly inapplicable),
we are not permitted to create liens upon any Principal Property (as defined below) or upon any shares of stock of any Material Subsidiary (as defined below), which we now own or will own in the future, to secure any of our debt, unless at the same
time we provide that the Senior Debt Securities will also be secured by that lien on an equal and ratable basis. However, we are generally permitted to create the following types of liens:
|
(1) |
|
purchase money liens on future property acquired by us; liens of any kind existing on property or shares of stock or other securities at the time they are acquired by us; conditional sales agreements and other title
retention agreements on future property acquired by us (as long as none of those liens cover any of our other properties); |
|
(2) |
|
liens on our property or any shares of stock or other securities of any Material Subsidiary that existed as of the date the Senior Debt Securities were first issued; liens on the shares of stock or other securities of
any legal entity, which liens existed at the time that entity became a Material Subsidiary; certain liens typically incurred in the ordinary course of business; |
|
(3) |
|
liens in favor of the United States (or any State), any foreign country or any department, agency or instrumentality or political subdivision of those jurisdictions, to secure payments pursuant to any contract or
statute or to secure any debt incurred for the purpose of financing the purchase price or the cost of constructing or improving the property subject to those liens, including, for example liens to secure debt of the pollution control or industrial
revenue bond type; |
|
(4) |
|
debt that we may issue in connection with a consolidation or merger of Dominion Energy or any Material Subsidiary
with or into any other company (including any of our affiliates or Material |
14
|
Subsidiaries) in exchange for secured debt of that company (Third Party Debt) as long as that debt (i) is secured by a mortgage on all or a portion of the property of that company, (ii) prohibits
secured debt from being incurred by that company, unless the Third Party Debt is secured on an equal and ratable basis, or (iii) prohibits secured debt from being incurred by that company; |
|
(5) |
|
debt of another company that we must assume in connection with a consolidation or merger of that company, with respect to which any of our property is subjected to a lien; |
|
(6) |
|
liens on any property that we acquire, construct, develop or improve after the date the Senior Debt Securities are first issued that are created before or within 18 months after the acquisition, construction,
development or improvement of the property and secure the payment of the purchase price or related costs; |
|
(7) |
|
liens in favor of us, our Material Subsidiaries or our wholly-owned subsidiaries; |
|
(8) |
|
the replacement, extension or renewal of any lien referred to above in clauses (1) through (7) as long as the amount secured by the liens or the property subject to the liens is not increased; and |
|
(9) |
|
any other lien not covered by clauses (1) through (8) above as long as immediately after the creation of the lien the aggregate principal amount of debt secured by all liens created or assumed under this clause (9) does
not exceed 10% of the common shareholders equity, as shown on the companys consolidated balance sheet for the accounting period occurring immediately prior to the creation or assumption of such lien. |
When we use the term lien in this section, we mean any
mortgage, lien, pledge, security interest or other encumbrance of any kind; Material Subsidiary means each of our subsidiaries whose total assets (as determined in accordance with GAAP in the United States) represent at least 20% of our
total assets on a consolidated basis; and Principal Property means any of our plants or facilities located in the United States that in the opinion of our Board or management is of material importance to the business conducted by us and
our consolidated subsidiaries taken as whole. (Section 1008 of the Senior Indenture.)
ADDITIONAL TERMS OF THE JUNIOR SUBORDINATED DEBENTURES
Subordination
Each series of Junior Subordinated Debentures will be subordinate and
junior in right of payment, to the extent set forth in the Subordinated Indenture, to all Senior Indebtedness as defined below. If:
|
|
we make a payment or distribution of any of our assets to creditors upon our dissolution, winding-up, liquidation or reorganization, whether in bankruptcy, insolvency or otherwise; |
|
|
a default beyond any grace period has occurred and is continuing with respect to the payment of principal, interest or any other monetary amounts due and payable on any Senior Indebtedness; or |
|
|
the maturity of any Senior Indebtedness has been accelerated because of a default on that Senior Indebtedness; |
then the holders of Senior Indebtedness generally will have the right to receive payment, in the case of the first instance, of all amounts due or to become
due upon that Senior Indebtedness, and, in the case of the second and third instances, of all amounts due on that Senior Indebtedness, or we will make provision for those payments, before the holders of any Junior Subordinated Debentures have the
right to receive any payments of principal or interest on their Junior Subordinated Debentures. (Sections 14.1 & 14.9 of the Subordinated Indenture.)
Senior Indebtedness means, with respect to any series of Junior Subordinated Debentures, the principal, premium, interest and any other payment
in respect of any of the following, unless otherwise specified in the prospectus supplement or offering materials:
|
|
all of our current and future indebtedness for borrowed or purchase money or other similar instruments whether or not evidenced by notes, debentures, bonds or other written instruments; |
15
|
|
our obligations for reimbursement under letters of credit, bankers acceptances, security purchase facilities or similar facilities issued for our account; |
|
|
any of our other indebtedness or obligations with respect to derivative contracts, including commodity contracts, interest rate, commodity and currency swap agreements, forward contracts and other similar agreements or
arrangements; and |
|
|
all indebtedness of others of the kinds described in the preceding categories which we have assumed or guaranteed. |
Senior Indebtedness will not include our obligations to trade creditors or indebtedness to our subsidiaries. (Section 1.1 of the
Subordinated Indenture.)
Senior Indebtedness will be entitled
to the benefits of the subordination provisions in the Subordinated Indenture irrespective of the amendment, modification or waiver of any term of the Senior Indebtedness. We may not amend the Subordinated Indenture to change the subordination of
any outstanding Junior Subordinated Debentures without the consent of each holder of Senior Indebtedness that the amendment would adversely affect. (Sections 10.2 & 14.7 of the Subordinated Indenture.)
The Subordinated Indenture does not limit the amount of Senior
Indebtedness that we may issue.
ADDITIONAL TERMS OF
THE JUNIOR SUBORDINATED NOTES
Subordination
Each series of Junior Subordinated Notes will be subordinate and junior
in right of payment, to the extent set forth in the Subordinated Indenture II, to all Priority Indebtedness as defined below. If:
|
|
we make a payment or distribution of any of our assets to creditors upon our dissolution, winding-up, liquidation or reorganization, whether in bankruptcy, insolvency or otherwise; |
|
|
a default beyond any grace period has occurred and is continuing with respect to the payment of principal, interest or any other monetary amounts due and payable on any Priority Indebtedness; or |
|
|
the maturity of any Priority Indebtedness has been accelerated because of a default on that Priority Indebtedness unless otherwise specified in the prospectus supplement and offering materials; |
then the holders of Priority Indebtedness generally will have the right to receive
payment, in the case of the first instance, of all amounts due or to become due upon that Priority Indebtedness, and, in the case of the second and third instances, of all amounts due on that Priority Indebtedness, or we will make provision for
those payments, before the holders of any Junior Subordinated Notes have the right to receive any payments of principal or interest on their Junior Subordinated Notes. (Sections 14.1 & 14.9 of the Subordinated Indenture II.)
Priority Indebtedness means, with respect to any series of Junior
Subordinated Notes, the principal, premium, interest and any other payment in respect of any of the following:
|
|
all of our current and future indebtedness for borrowed or purchase money whether or not evidenced by notes, debentures, bonds or other similar written instruments; |
|
|
our obligations under synthetic leases, finance leases and capitalized leases; |
|
|
our obligations for reimbursement under letters of credit, bankers acceptances, security purchase facilities or similar facilities issued for our account; |
|
|
any of our other indebtedness or obligations with respect to derivative contracts, including commodity contracts, interest rate, commodity and currency swap agreements, forward contracts and other similar agreements or
arrangements; and |
16
|
|
all indebtedness of others of the kinds described in the preceding categories which we have assumed or guaranteed. |
Priority Indebtedness will not include trade accounts payable, accrued liabilities arising in the ordinary course of business or indebtedness
to our subsidiaries. (Section 1.1 of the Subordinated Indenture II.)
Priority Indebtedness will be entitled to the benefits of the subordination provisions in the Subordinated Indenture II irrespective of the
amendment, modification or waiver of any term of the Priority Indebtedness. We may not amend the Subordinated Indenture II to change the subordination of any outstanding Priority Indebtedness without the consent of each holder of Priority
Indebtedness that the amendment would adversely affect. (Sections 10.2 & 14.7 of the Subordinated Indenture II.)
The Subordinated Indenture II does not limit the amount of Priority Indebtedness that we may issue.
DESCRIPTION OF CAPITAL STOCK
As of March 31, 2020, our authorized capital stock was 1.77
billion shares. Those shares consisted of 20 million shares of preferred stock and 1.75 billion shares of common stock. As of March 31, 2020, approximately 839 million shares of common stock and approximately 2.4 million shares of
preferred stock were issued and outstanding. No holder of shares of common stock or preferred stock has any preemptive rights.
Common Stock
Listing
Our outstanding shares of common stock are listed on the New York Stock Exchange under the symbol D. Any additional common stock we
issue will also be listed on the New York Stock Exchange.
Dividends
Common shareholders may receive dividends when declared by the Board of Directors. Dividends may be paid in cash, stock or other form. In
certain cases, common shareholders may not receive dividends until we have satisfied our obligations to any preferred shareholders. Under certain circumstances, if specified in the applicable supplemental indenture, the Indentures may restrict our
ability to pay cash dividends.
Authorized But Unissued Shares
Our authorized but unissued shares of common stock will be
available for future issuance without shareholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit
plans. The existence of authorized but unissued shares of common stock and preferred stock could render more difficult or discourage an attempt to obtain control of the Company by means of a proxy contest, tender offer, merger or otherwise.
Fully Paid
All outstanding shares of common stock are fully paid and
non-assessable. Any additional common stock we issue will also be fully paid and non-assessable.
Voting Rights
Each share of common stock is entitled to one vote in the election of directors and other matters. Common shareholders are not entitled to
cumulative voting rights.
17
Other Rights
We will notify common shareholders of any shareholders meetings according to applicable law. If we liquidate, dissolve or wind up our
business, either voluntarily or not, common shareholders will share equally in the assets remaining after we pay our creditors and preferred shareholders.
Transfer Agent and Registrar
Broadridge Corporate Issuer Solutions, Inc. is transfer agent and registrar for our common stock.
Preferred Stock
Our Board of Directors can, without approval of shareholders, issue one
or more series of preferred stock. The Board of Directors can also determine the number of shares of each series and the rights, preferences and limitations of each series including the dividend rights, voting rights, conversion rights, redemption
rights and any liquidation preferences, the number of shares constituting each series and the terms and conditions of issue. In some cases, the issuance of preferred stock could delay a change in control of the Company and make it harder to remove
present management. Under certain circumstances, preferred stock could also restrict dividend payments to holders of our common stock, including as described below.
Preferred stock will, when issued, be fully paid and non-assessable. Unless otherwise
specified in the terms of the applicable series, shares of preferred stock of a given series will rank on parity in all respects with any outstanding preferred stock we may have unless otherwise specified in the terms of such outstanding preferred
stock and will have priority over our common stock as to dividends and distributions of assets. Therefore, the rights of any preferred stock may limit the rights of the holders of our common stock and other series of preferred stock.
The transfer agent, registrar, and dividend disbursement agent for a
series of preferred stock will be named in a prospectus supplement or other offering materials relating to such series. The registrar for shares of preferred stock will send notices to shareholders of any meetings at which holders of the preferred
stock have the right to elect directors or to vote on any other matter.
On June 14, 2019, we issued approximately 1.6 million shares of 1.75% Series A Cumulative Perpetual Convertible Preferred Stock,
without par value (the Series A Preferred Stock), as a component of our 2019 Series A Equity Units. On December 13, 2019, we issued 800,000 shares of 4.65% Series B Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, without par
value (the Series B Preferred Stock and, together with the Series A Preferred Stock, the Existing Preferred Stock).
Certain terms of the Existing Preferred Stock which may limit the rights of holders of our common stock or other series of preferred stock are
described below, and the full terms of the Preferred Stock are set forth in Article IIIA, in the case of the Series A Preferred Stock, and Article IIIB, in the case of the Series B Preferred Stock, of our articles of incorporation. If we issue
additional series of preferred stock, the specific designation and rights, preferences and limitations of such series will be described in the prospectus supplement or other offering materials relating to such a series.
Ranking
The Existing Preferred Stock ranks senior to all classes or series of
our common stock and any other class or series of junior stock, if any, with respect to dividend rights and rights upon any liquidation, winding-up or dissolution.
Liquidation Preference
If we liquidate, dissolve or wind up, holders of shares of Existing
Preferred Stock will have the right to receive $1,000 per share, plus accumulated and unpaid dividends, if any (whether or not authorized or declared)
18
up to, but excluding, the date of payment, before any payment is made to holders of our common stock and any other class or series of capital stock ranking junior to the Existing Preferred Stock
as to liquidation rights, but subject to the prior payment in full of all of our liabilities and the preferences of any senior stock.
Dividends and Restrictions on Common Dividends
Dividends are payable on the Series A Preferred Stock quarterly in arrears and on the Series B Preferred Stock semi-annually in arrears, in
each case when, as and if declared by our Board of Directors. However, dividends on both the Series A Preferred Stock and the Series B Preferred Stock accumulate regardless of whether such dividends are declared by the Board of Directors, permitted
under Virginia law or prohibited by any agreement to which we are a party. In the case of the Series A Preferred Stock, any accumulated and unpaid dividends will accrue additional dividends at the then-current dividend rate until paid, compounded
quarterly, to, but excluding the payment date. We may pay dividends on the Series A Preferred Stock in cash, shares of our common stock or a combination of cash and shares of our common stock. Dividends on the Series B Preferred Stock are payable
only in cash.
As long as shares of the Series A Preferred Stock
and/or Series B Preferred Stock remain outstanding, unless all accumulated and unpaid dividends (including, in the case of the Series A Preferred Stock, any compounded dividends thereon) for all preceding dividends periods have been declared and
paid, or a sufficient sum or number of shares of common stock has been set apart for the payment of such dividends, we are not permitted to (i) declare and pay dividends on any capital stock ranking, as to dividends, on parity with or junior to
the Existing Preferred Stock, such as the common stock, or (ii) redeem, purchase or otherwise acquire any capital stock ranking, as to dividends or upon liquidation, on parity with or junior to the Existing Preferred Stock, such as the common
stock, subject, in the case of both clauses (i) and (ii), to certain exceptions as described in the terms of the Series A Preferred Stock and the Series B Preferred Stock, respectively.
Voting Rights
Holders of shares of the Existing Preferred Stock generally have no
voting rights, except as otherwise required by Virginia law. However, if dividends on any shares of Series A Preferred Stock have not been declared and paid in full for six or more quarterly dividend periods, whether or not consecutive, or if
dividends on any shares of Series B Preferred Stock have not been declared and paid in full for the equivalent of three semi-annual dividend periods, whether or not consecutive, holders of the outstanding shares of Series A Preferred Stock and/or
holders of the outstanding shares of Series B Preferred Stock, as applicable, together with holders of any other series of our preferred stock ranking equally with the Series A Preferred Stock and Series B Preferred Stock as to payment of
dividends and upon which like voting rights have been conferred and are exercisable, will be entitled to vote for the election of two additional directors to our Board to serve until all accumulated unpaid dividends have either been paid or declared
with a sufficient sum set aside for payment.
Virginia Stock Corporation Act and
the Articles and the Bylaws
General
We are a Virginia corporation subject to the Virginia Stock Corporation
Act (the Virginia Act). Provisions of the Virginia Act, in addition to provisions of our Articles of Incorporation (Articles) and Bylaws, address corporate governance issues, including the rights of shareholders. Some of these provisions could
hinder management changes while others could have an anti-takeover effect. This anti-takeover effect may, in some circumstances, reduce the control premium that might otherwise be reflected in the value of our common stock. If you are buying our
common stock as part of a short-term investment strategy, this might be especially important to you.
We have summarized the key provisions below. You should read the actual provisions of our Articles and Bylaws and the Virginia Act that relate
to your individual investment strategy.
19
Business Combinations
Our Articles require that any merger, share exchange or sale of
substantially all of the assets of the Company be approved by a majority of the votes entitled to be cast on the matter by each voting group entitled to vote on the matter. Abstentions and broker non-votes will have no effect on the outcome.
Article 14 of the Virginia Act contains several provisions relating to
transactions with interested shareholders. Interested shareholders are holders of more than 10% of any class of a corporations outstanding voting shares. Transactions between a corporation and an interested shareholder are referred to as
affiliated transactions. The Virginia Act requires that material affiliated transactions must be approved by at least two-thirds of the shareholders not including the interested shareholder. Affiliated transactions requiring this two-thirds approval
include mergers, share exchanges, material dispositions of corporate assets, dissolution or any reclassification of securities or merger of the corporation with any of its subsidiaries which increases the percentage of voting shares owned by an
interested shareholder by more than five percent.
For three years
following the time that a shareholder becomes an interested shareholder, a Virginia corporation cannot engage in an affiliated transaction with the interested shareholder without approval of two-thirds of the disinterested voting shares and majority
approval of disinterested directors. A disinterested director is a director who was a director on the date on which an interested shareholder became an interested shareholder or was recommended for election or elected by a majority of the
disinterested directors then on the Board. After three years, an affiliated transaction must be approved by either two-thirds of disinterested voting shares or a majority of disinterested directors.
The provisions of the Virginia Act relating to affiliated transactions
do not apply if a majority of disinterested directors approve the acquisition of shares making a person an interested shareholder.
The Virginia Act permits corporations to opt out of the affiliated transactions provisions. We have not opted out.
The Virginia Act also contains provisions regulating certain control
share acquisitions, which are transactions causing the voting strength of any person acquiring beneficial ownership of shares of a public corporation in Virginia to meet or exceed certain threshold voting percentages (20%, 331⁄3%, or 50%). Shares acquired in a control share acquisition have no voting rights unless the voting rights are granted by a majority vote of all outstanding shares
other than those held by the acquiring person or any officer or employee-director of the corporation. The acquiring person may require that a special meeting of the shareholders be held to consider the grant of voting rights to the shares acquired
in the control share acquisition.
Our Bylaws give us the right to
redeem the shares purchased by an acquiring person in a control share acquisition. We can do this if the acquiring person fails to deliver a statement to us listing information required by the Virginia Act or if our shareholders vote not to grant
voting rights to the acquiring person.
The Virginia Act permits
corporations to opt out of the control share acquisition provisions. We have not opted out.
Directors Duties
The standards of conduct for directors of Virginia corporations are listed in Section 13.1-690 of the Virginia Act. Directors must discharge
their duties in accordance with their good faith business judgment of the best interests of the corporation. Directors may rely on the advice or acts of others, including officers, employees, attorneys, accountants and board committees if they have
a good faith belief in their competence. Directors actions are not subject to a reasonableness or prudent person standard. Virginias federal and state courts have focused on the process involved with directors decision-making and
are generally supportive of directors if they have based their decision on an informed process. These elements of Virginia law could make it more difficult to take over a Virginia corporation than corporations in other states.
20
Board of Directors
Members of our Board of Directors serve one-year terms and are elected
annually. Except when the number of nominees exceeds the number of directors to be elected (a contested election), directors are elected by majority vote. In the case of a contested election, directors are elected by a plurality vote. Directors may
be removed from office for cause if the number of votes cast to remove the director constitutes a majority of the votes entitled to be cast at an election of directors of the voting group by which the director was elected.
Shareholder Proposals and Director Nominations
Our shareholders can submit shareholder proposals and nominate
candidates for the Board of Directors if the shareholders follow advance notice procedures described in our Bylaws.
To nominate directors, shareholders must submit a written notice to our corporate secretary at least 60 days before a scheduled meeting. The
notice must include the name and address of the shareholder and of the nominee, a description of any arrangements between the shareholder and the nominee, information about the nominee required by the SEC, the written consent of the nominee to serve
as a director and other information.
Shareholder proposals must be
submitted to our corporate secretary at least 90 days before the first anniversary of the date of our last annual meeting. The notice must include a description of the proposal, the reasons for presenting the proposal at the annual meeting, the text
of any resolutions to be presented, the shareholders name and address and number of shares held and any material interest of the shareholder in the proposal.
Director nominations and shareholder proposals that are late or that do not include all required information may be rejected. This could
prevent shareholders from bringing certain matters before an annual or special meeting, including making nominations for directors.
Proxy Access
Our Bylaws permit a shareholder, or a group of up to 20 shareholders, owning 3% or more of our outstanding common stock continuously for at
least three years, to nominate and include in our annual meeting proxy materials director candidates to occupy up to two or 20% of our board seats (whichever is greater), provided that such shareholder or group of shareholders satisfies the
requirements set forth in the Bylaws.
Meetings of Shareholders
and Action by Written Consent
Under our Bylaws, meetings of
the shareholders may be called by the chairman of the board, the vice chairman, the president or a majority of our Board of Directors. Special meetings of shareholders will also be held whenever called by the Corporate Secretary, upon the written
request of shareholders owning continuously for a period of at least one year prior to the date of such request more than 25% of all of our outstanding shares of common stock.
Under the Virginia Act, action required or permitted to be taken at a
shareholders meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. In addition, the Virginia Act provides that the articles of incorporation of a corporation may authorize action
by shareholders by less than unanimous written consent provided that the taking of such action is consistent with any requirements that may be set forth in the corporations articles of incorporation, bylaws or the Virginia Act provision. In
the case of a public corporation, the inclusion of such a provision in the articles of incorporation must be approved by more than two-thirds of any voting group entitled to vote on the amendment.
The Virginia Act further provides that less than unanimous written
consents is not available at any public corporation whose articles of incorporation or bylaws allow a special meeting to be called by shareholders (or a
21
group of shareholders) holding 30% or fewer of all votes entitled to be cast. Therefore, before our shareholders may have the right to act by less than unanimous written consent, our board and
more than two-thirds of the holders of our common stock would need to approve an amendment to the Articles to add such a provision and the Bylaws would need to be amended to increase the percentage of shareholders required to call a special meeting
above 30%. The board currently does not intend to approve either of these actions.
These provisions could have the effect of delaying until the next annual shareholders meeting shareholder consideration of actions which
are favored by the holders of up to 25% of our outstanding shares of common stock, because such holders would be able to consider such action as shareholders, such as electing new directors or approving a merger, only at a duly called
shareholders meeting and would not own sufficient shares of our common stock to request the calling of a special meeting.
Amendment of Articles
Generally, our Articles may only be amended or repealed by a majority of the votes entitled to be cast on the matter by each voting group
entitled to vote on the matter.
Indemnification
Under our Articles, we indemnify our officers and directors to the
fullest extent permitted under Virginia law against all liabilities incurred in connection with their service to us. We have also entered into agreements relating to the advancement of expenses for certain of our directors and officers in
advance of a final disposition of proceedings or the making of any determination of eligibility for indemnification pursuant to our Articles.
Limitation of Liability
Our Articles provide that our directors and officers will not be personally liable for monetary damages to us for breaches of their fiduciary
duty as directors or officers, unless they violated their duty of loyalty to us or our shareholders, acted in bad faith, knowingly or intentionally violated the law, authorized illegal dividends or redemptions or derived an improper personal benefit
from their action as directors or officers. This provision applies only to claims against directors or officers arising out of their role as directors or officers and not in any other capacity. Directors and officers remain liable for violations of
the federal securities laws and we retain the right to pursue legal remedies other than monetary damages, such as an injunction or rescission for breach of the officers or directors duty of care.
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE
UNITS
We may issue stock purchase contracts, including
contracts obligating holders to purchase from us, and us to sell to the holders, a specified or varying number of shares of common stock or preferred stock at a future date or dates, which we refer to in this prospectus as stock purchase contracts.
Alternatively, the stock purchase contracts may obligate us to purchase from holders, and obligate holders to sell to us, a specified or varying number of shares of common stock or preferred stock. The price per share of common stock or preferred
stock and the number of shares of common stock or preferred stock may be fixed at the time the stock purchase contracts are issued or may be determined by reference to a specific formula or method set forth in the stock purchase contracts. The stock
purchase contracts may be issued separately or as part of units consisting of a stock purchase contract and beneficial interests in debt securities, preferred stock or debt obligations of third parties, including U.S. treasury securities or
obligations of our subsidiaries, securing the holders obligations to purchase the common stock or preferred stock under the stock purchase contracts, which we refer to in this prospectus as stock purchase units. The stock purchase contracts
may require us to make periodic payments to the holders of the stock purchase units or vice versa, and these payments may be unsecured or refunded and may be paid on a current or on a deferred basis. The stock purchase contracts may require holders
to secure their obligations under those contracts in a specified manner.
22
The applicable prospectus supplement or other offering materials will describe the terms of the
stock purchase contracts or stock purchase units and will contain a discussion of the material federal income tax considerations applicable to the stock purchase contracts and stock purchase units. The description in the applicable prospectus
supplement or other offering materials will not necessarily be complete, and reference will be made for additional information to the purchase contract agreement or unit purchase agreement, as applicable, that we will enter into at the time of
issue, and, if applicable, collateral or depositary arrangements, relating to the stock purchase contracts or stock purchase units.
PLAN OF DISTRIBUTION
We may sell the securities being offered hereby in any one or more of the following ways:
|
|
directly to purchasers; |
|
|
to or through underwriters; or |
We
may distribute the securities from time to time in one or more transactions at:
|
|
a fixed price or prices, which may be changed; |
|
|
market prices prevailing at the time of sale; |
|
|
prices related to prevailing market prices; or |
We
may directly solicit offers to purchase securities, or we may designate agents to solicit such offers. We will, in the prospectus supplement or other offering materials relating to such offering, name any agent that could be viewed as an underwriter
under the Securities Act of 1933, as amended (the Securities Act), and describe any commissions we must pay. Any such agent will be acting on a best efforts basis for the period of its appointment or, if indicated in the applicable prospectus
supplement or other offering materials, on a firm commitment basis. Agents, dealers and underwriters may be customers of, engage in transactions with, or perform services for us in the ordinary course of business.
If any underwriters or agents are utilized in the sale of the
securities in respect of which this prospectus is delivered, we will enter into an underwriting agreement or other agreement with them at the time of sale to them, and we will set forth in the prospectus supplement or other offering materials
relating to such offering their names and the terms of our agreement with them.
If a dealer is utilized in the sale of the securities in respect of which this prospectus is delivered, we will sell such securities to the
dealer, as principal. The dealer may then resell such securities to the public at varying prices to be determined by such dealer at the time of resale.
We may engage in at-the-market offerings to or through a market maker or into an existing trading market, on an exchange or otherwise, in
accordance with Rule 415(a)(4). An at-the-market offering may be through an underwriter or underwriters acting as principal or agent for us.
The securities may also be offered and sold, if so indicated in the applicable prospectus supplement or other offering materials, in connection
with a remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or more remarketing firms, acting as principals for their own accounts or as agents for us. Any remarketing firm will
be identified and the terms of its agreement, if any, with us and its compensation will be described in the applicable prospectus supplement or other offering materials.
23
Remarketing firms, agents, underwriters and dealers may be entitled under agreements which they
may enter into with us to indemnification by us against certain civil liabilities, including liabilities under the Securities Act, and may be customers of, engage in transactions with or perform services for us in the ordinary course of business.
In order to facilitate the offering of the securities, any
underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the securities or any other securities the prices of which may be used to determine payments on such securities. Specifically, any underwriters may
over-allot in connection with the offering, creating a short position for their own accounts. In addition, to cover over-allotments or to stabilize the price of the securities or of any such other securities, the underwriters may bid for, and
purchase, the securities or any such other securities in the open market. Finally, in any offering of the securities through a syndicate of underwriters, the underwriting syndicate may reclaim selling concessions allowed to an underwriter or a
dealer for distributing the securities in the offering if the syndicate repurchases previously distributed securities in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may
stabilize or maintain the market price of the securities above independent market levels. Any such underwriters are not required to engage in these activities and may end any of these activities at any time.
We may enter into derivative transactions with third parties, or sell
securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement or other offering materials indicates, in connection with those derivatives, the third parties may sell
securities covered by this prospectus and the applicable prospectus supplement or other offering materials, including in short sale transactions. If so, the third parties may use securities pledged by us or borrowed from us or others to settle those
sales or to close out any related open borrowings of securities, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of securities. The third parties in such sale transactions will be
underwriters and, if not identified in this prospectus, will be identified in the applicable prospectus supplement or other offering materials (or a post-effective amendment).
We or one of our affiliates may loan or pledge securities to a
financial institution or other third party that in turn may sell the securities using this prospectus. Such financial institution or third party may transfer its short position to investors in our securities or in connection with a simultaneous
offering of other securities offered by this prospectus or otherwise.
Any underwriter, agent or dealer utilized in the initial offering of securities will not confirm sales to accounts over which it exercises
discretionary authority without the prior specific written approval of its customer.
LEGAL MATTERS
McGuireWoods LLP, counsel to the Company, will issue an opinion about the legality of the offered securities for us. Underwriters, dealers or
agents, if any, who we will identify in a prospectus supplement or other offering materials, may have their counsel pass upon certain legal matters in connection with the securities offered by this prospectus.
EXPERTS
The consolidated financial statements incorporated in this Prospectus
by reference from Dominion Energy, Inc.s Annual Report on Form 10-K and the effectiveness of the Dominion Energy, Inc. and subsidiaries internal control over financial reporting have been audited by Deloitte & Touche LLP, an
independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
24
Dominion Energy (NYSE:D)
Historical Stock Chart
From Aug 2024 to Sep 2024
Dominion Energy (NYSE:D)
Historical Stock Chart
From Sep 2023 to Sep 2024