8-KOther EventsExhibits & Filings

DOMINION ENERGY, INC 8-K Report, Corporate Update (Mar 7, 2016)

Filed March 7, 2016For Securities:D

Summary

Dominion Resources, Inc. (now Dominion Energy, Inc.) filed an 8-K on March 7, 2016, to report on the completion of an optional remarketing of $550 million in aggregate principal amount of its 2013 Series A 1.07% remarketable subordinated notes due 2021. These notes were originally issued as components of the company's 2013 Series A Equity Units. The remarketing resulted in a reset of the interest rate on these notes from 1.07% to 4.104% per annum. Importantly, Dominion did not receive any proceeds from this remarketing. Instead, the proceeds were used to purchase a portfolio of treasury securities that will mature shortly. The company anticipates using funds from this portfolio's maturity to settle purchase contracts related to the original Equity Units on April 1, 2016. This event is primarily administrative, relating to the terms and structure of the company's subordinated debt and equity units, rather than a direct capital raise or significant operational change.

Key Highlights

  • 1Dominion Resources, Inc. completed the remarketing of $550 million of 2013 Series A 1.07% remarketable subordinated notes due 2021.
  • 2The interest rate on these notes was reset from 1.07% to 4.104% per annum as a result of the remarketing.
  • 3The company did not receive any proceeds from this remarketing event.
  • 4Proceeds from the remarketing were used to purchase U.S. Treasury securities maturing on March 24, 2016.
  • 5The company expects to use funds from the Treasury securities maturity to settle purchase contracts from the original Equity Units on April 1, 2016.
  • 6The Series A Notes were redesignated as the 4.104% Junior Subordinated Notes due 2021 following the remarketing.

Frequently Asked Questions

The remarketing was an optional event related to the company's 2013 Series A Equity Units. Its primary purpose was to reset the interest rate on the subordinated notes and facilitate the settlement of associated purchase contracts for the Equity Units on April 1, 2016. The company did not receive new capital from this transaction.

No, Dominion Resources, Inc. did not receive any proceeds from this remarketing. The funds generated were used to purchase U.S. Treasury securities, which will then be used to settle other financial obligations related to the original Equity Units.

This filing primarily represents a restructuring of existing financial instruments. The interest rate on $550 million of subordinated notes increased significantly, and the notes were formally redesignated. This is part of the lifecycle of the 2013 Series A Equity Units and does not represent new debt issuance or equity dilution.

The 'Equity Units' were financial instruments issued by Dominion in June 2013. Each Equity Unit consisted of a purchase contract and a remarketable subordinated note. This filing details the remarketing and subsequent settlement steps for the note component and the associated purchase contracts.