8-KOther EventsExhibits & Filings

DOMINION ENERGY, INC 8-K Report, Corporate Update (Jan 27, 2012)

Filed January 27, 2012For Securities:D

Summary

Dominion Energy, Inc. (D) filed a Current Report on Form 8-K on January 27, 2012, to announce the effectiveness of a new shelf registration statement (Form S-3) with the SEC. This filing, which replaces expiring authority, allows the company to offer and sell various debt and equity securities as needed to meet its capital requirements. The company also entered into Sales Agency Agreements with BNY Mellon Capital Markets, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Morgan Stanley & Co. LLC. These agreements establish an "at the market" offering program for up to $500 million of the company's common stock. This new program supersedes a previous one and includes a carryover of approximately $207 million in unsold shares from the prior authorization. Sales under this new program will be conducted through various methods permitted by law, including on the New York Stock Exchange, and will be issued under the newly effective registration statement.

Key Highlights

  • 1Dominion Energy (D) filed a new shelf registration statement (Form S-3) on January 27, 2012, which became effective upon filing.
  • 2The registration statement enables the company to issue various debt and equity securities to meet future capital needs.
  • 3Three Sales Agency Agreements were entered into with BNY Mellon Capital Markets, Merrill Lynch, and Morgan Stanley.
  • 4These agreements facilitate an "at the market" offering program for up to $500 million of Dominion's common stock.
  • 5The new 'at the market' program replaces an expiring one and includes approximately $207 million in unsold shares from the prior program.
  • 6Sales can be made through privately negotiated transactions or directly on the New York Stock Exchange, among other methods.
  • 7The filing replaces prior expiring shelf registration authority.

Frequently Asked Questions

The primary purpose of this 8-K filing is to inform investors that Dominion Energy has filed and become effective with a new shelf registration statement (Form S-3). This allows the company to efficiently access capital markets by offering and selling various debt and equity securities in the future as needed.

The "at the market" offering program allows Dominion Energy to sell its common stock directly into the public market, typically on the New York Stock Exchange, at prevailing market prices. This provides flexibility in raising capital by selling shares opportunistically.

The company can offer up to an aggregate of $500,000,000 of its common stock under the new "at the market" program. This includes approximately $207,060,663 that remained unsold from a previous program.

The sales agents for the "at the market" offering are BNY Mellon Capital Markets, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Morgan Stanley & Co. LLC.