8-KOther EventsExhibits & Filings

DOMINION ENERGY, INC 8-K Report, Corporate Update (Aug 15, 2016)

Filed August 15, 2016For Securities:D

Summary

Dominion Resources, Inc. (now Dominion Energy, Inc.) filed an 8-K on August 15, 2016, to disclose the issuance of 25,000,000 equity units, referred to as "2016 Series A Corporate Units," with an option for underwriters to purchase an additional 3,000,000 units. These units were offered and sold via an underwriting agreement dated August 9, 2016. The primary purpose of this filing is to provide investors with details regarding this new financing instrument and its underlying components. Each corporate unit, with a stated value of $50, comprises three parts: a purchase contract for the company's common stock due by August 15, 2019, a beneficial ownership interest in subordinated notes maturing in 2021 (2016 Series A-1 RSNs), and a similar interest in subordinated notes maturing in 2024 (2016 Series A-2 RSNs). The units also carry a contractual adjustment payment rate of 4.75% per annum. This issuance represents a strategic move by Dominion to raise capital, likely for general corporate purposes or to fund ongoing projects, while offering investors a structured product with equity and debt-like features.

Key Highlights

  • 1Dominion Resources, Inc. issued 25,000,000 (plus an option for 3,000,000 more) "2016 Series A Corporate Units".
  • 2Each corporate unit has a stated amount of $50 and is composed of a stock purchase contract, and interests in two series of subordinated notes.
  • 3The stock purchase contracts obligate holders to buy Dominion common stock by August 15, 2019.
  • 4The units include beneficial ownership interests in 2.0% Remarketable Subordinated Notes due 2021 and 2024.
  • 5Holders are entitled to quarterly contract adjustment payments at an annual rate of 4.75% of the unit's stated amount.
  • 6The subordinated notes serve as collateral for the stock purchase obligation.
  • 7The filing details the various agreements and indentures governing the issuance of these corporate units and their components.

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