8-KOther EventsExhibits & Filings

DOMINION ENERGY, INC 8-K Report, Corporate Update (Jun 7, 2013)

Filed June 7, 2013For Securities:D

Summary

This 8-K filing from Dominion Resources, Inc. (now Dominion Energy) on June 7, 2013, primarily details the company's issuance of two series of "Corporate Units." These units are essentially structured financial products, each with a stated value of $50. They consist of a purchase contract obligating the holder to buy Dominion's common stock at a future date (April 1, 2016, for Series A and July 1, 2016, for Series B) and a beneficial ownership interest in specific subordinated notes. The notes for each series are pledged as collateral to secure the stock purchase obligation. For investors, this filing signifies a capital-raising activity by Dominion. The company is utilizing a complex financial instrument to secure future equity sales and, concurrently, issuing subordinated debt. The "Corporate Units" are designed to provide investors with income through quarterly contract adjustment payments while deferring the final stock purchase. The filing also notes the involvement of major underwriters and detailed legal documentation surrounding these issuances, including underwriting agreements and supplemental indentures for the notes.

Key Highlights

  • 1Dominion Resources, Inc. issued 10,000,000 "2013 Series A Corporate Units" and 10,000,000 "2013 Series B Corporate Units."
  • 2Each Corporate Unit has a stated value of $50 and comprises a purchase contract for future common stock purchase and an interest in subordinated notes.
  • 3Series A units obligate holders to purchase common stock by April 1, 2016, and include an interest in 1.07% Remarketable Subordinated Notes due 2021.
  • 4Series B units obligate holders to purchase common stock by July 1, 2016, and include an interest in 1.18% Remarketable Subordinated Notes due 2019.
  • 5The subordinated notes for each series are pledged as collateral to secure the obligation to purchase common stock.
  • 6Holders of these units are entitled to quarterly contract adjustment payments.
  • 7The issuances involved significant underwriters, including Goldman, Sachs & Co., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and UBS Securities LLC.

Frequently Asked Questions

The "Corporate Units" are complex financial instruments. Each unit combines a forward contract to purchase Dominion's common stock at a future date with an interest in the company's subordinated notes. The notes serve as collateral for the stock purchase obligation.

Investors will receive quarterly contract adjustment payments, which are income streams related to the stated value of the units. They will also have the opportunity to purchase Dominion's common stock at a predetermined future date, potentially benefiting from any increase in the stock price up to that point.

The subordinated notes are pledged to ensure that the purchase contract obligation to buy Dominion's common stock will be met. If a unit holder defaults on their obligation to purchase the stock, the pledged notes can be used to cover that obligation.

By issuing these units, Dominion is raising capital while deferring the issuance of a significant portion of its common stock and the receipt of the full cash proceeds. This structure likely allows the company to manage its capital structure and secure future equity financing on terms favorable to them, while providing investors with a structured investment product.