8-KLeadership ChangesOther EventsExhibits & Filings

DOMINION ENERGY, INC 8-K Report, Executive Changes (Sep 16, 2016)

Filed September 16, 2016For Securities:D

Summary

Dominion Resources, Inc. (now Dominion Energy, Inc.) filed an 8-K on September 16, 2016, to report the closing of its merger with Questar Corporation. This strategic transaction, valued at approximately $4.4 billion in cash for Questar's common stock, significantly expands Dominion's operational footprint, particularly in natural gas infrastructure. The merger was financed through a combination of Dominion's stock, mandatory convertibles, debt, and a $1.2 billion term loan, with plans to refinance this loan through Dominion Midstream Partners, LP. In addition to the operational and financial implications of the merger, the filing also disclosed the appointment of Ronald W. Jibson to Dominion's Board of Directors and its Finance and Risk Oversight Committee. This appointment is a direct consequence of the merger. The report also noted related party information concerning Mr. Jibson's son's prior employment with Questar, which investors should be aware of for transparency regarding executive and board appointments.

Key Highlights

  • 1Closing of the merger between Dominion Resources, Inc. and Questar Corporation on September 16, 2016.
  • 2Questar Corporation was acquired for approximately $4.4 billion in cash per share.
  • 3Questar Corporation now operates as a wholly-owned subsidiary of Dominion, renamed Dominion Questar Corporation.
  • 4Questar's existing debt of approximately $1.5 billion remains outstanding.
  • 5The merger was financed through a mix of equity (common stock, mandatory convertibles), debt, and a $1.2 billion 364-day term loan.
  • 6Dominion intends to refinance the term loan, potentially via Dominion Midstream Partners, LP.
  • 7Ronald W. Jibson was appointed to Dominion's Board of Directors and its Finance and Risk Oversight Committee.

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