8-KRegulation FDOther EventsExhibits & Filings

DOMINION ENERGY, INC 8-K Report, Regulation FD Disclosure (Jan 4, 2018)

Filed January 4, 2018For Securities:D

Summary

Dominion Energy, Inc. (D) has announced a significant strategic move with the execution of a Merger Agreement to acquire SCANA Corporation (SCANA) in a stock-for-stock transaction. This deal values SCANA at approximately $7.9 billion, with an enterprise value of around $14.6 billion including debt assumption. Under the terms, SCANA shareholders will receive 0.6690 shares of Dominion Energy common stock for each SCANA share, equivalent to $55.35 per share. This acquisition is expected to create a larger, more diversified energy company, with SCANA shareholders potentially owning about 13% of the combined entity post-merger. A key element of this agreement, particularly for regulatory approval in South Carolina, involves substantial benefits for SCANA's electric customers. These benefits are designed to offset past and future costs related to the abandoned V.C. Summer nuclear project. The specific customer benefits will include cash payments and future rate reductions for SCE&G electric customers following the merger's completion. The transaction is subject to customary closing conditions, including SCANA shareholder approval and necessary regulatory clearances from various federal and state bodies, such as the Hart-Scott-Rodino Act, the Nuclear Regulatory Commission, the Federal Energy Regulatory Commission, and public service commissions in South Carolina, North Carolina, and Georgia. Investors should monitor the progress of these approvals and understand the associated risks, including potential delays or abandonment of the deal.

Key Highlights

  • 1Dominion Energy to acquire SCANA Corporation in a stock-for-stock merger valued at approximately $7.9 billion ($14.6 billion enterprise value).
  • 2SCANA shareholders to receive 0.6690 shares of Dominion Energy common stock per SCANA share, equating to $55.35 per share.
  • 3SCANA shareholders are expected to own approximately 13% of the combined Dominion Energy post-merger.
  • 4Merger agreement includes significant benefits for SCANA's electric customers (SCE&G) to address costs from the V.C. Summer nuclear project, including cash payments and future rate reductions.
  • 5Transaction is contingent upon SCANA shareholder approval and multiple federal and state regulatory approvals (e.g., HSR, NRC, FERC, SC, NC, GA PSCs).
  • 6Dominion Energy and SCANA have initiated communications with stakeholders, including press releases, investor calls, and dedicated websites.
  • 7The company has outlined important additional information for investors regarding the upcoming S-4 filing, urging SCANA shareholders to review these materials.

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