8-KOther EventsExhibits & Filings

DOMINION ENERGY, INC 8-K Report, Corporate Update (Feb 1, 2018)

Filed February 1, 2018For Securities:D

Summary

Dominion Energy, Inc. (D) filed an 8-K on February 1, 2018, to announce a significant development in its proposed acquisition of SCANA Corporation. The key update is that the Federal Trade Commission (FTC) has granted early termination of the 30-day waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. This is a crucial step towards the completion of the merger, as it indicates that antitrust regulators have no immediate objections to the combination. This development signals progress in the regulatory approval process for the merger, which was originally announced in January 2018. While the early termination is positive, investors should note that other conditions, including SCANA shareholder approval and any potential regulatory delays or unforeseen circumstances, must still be met for the transaction to close. Dominion has also highlighted the importance of reviewing the forthcoming S-4 filing, which will contain detailed information for SCANA shareholders regarding the merger vote.

Key Highlights

  • 1FTC grants early termination of Hart-Scott-Rodino waiting period for the Dominion Energy-SCANA merger, a positive step for regulatory approval.
  • 2This early termination suggests no immediate antitrust concerns from the FTC regarding the proposed acquisition.
  • 3The merger is still contingent on other conditions, including SCANA shareholder approval and satisfaction of closing conditions.
  • 4Dominion Energy will file a Form S-4 registration statement containing a combined proxy statement/prospectus for SCANA shareholders.
  • 5Investors are strongly urged to read the S-4 filing and related documents for comprehensive information about the transaction.
  • 6The filing also includes forward-looking statements and outlines potential risks and factors that could impact the completion of the acquisition.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce that the Federal Trade Commission (FTC) has granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act for Dominion Energy's proposed acquisition of SCANA Corporation. This is a significant milestone in the merger process.

No, early termination of the Hart-Scott-Rodino waiting period means that the FTC has concluded its initial review and does not intend to challenge the merger on antitrust grounds at this time. However, it is only one of several conditions that must be met for the transaction to close, including approval from SCANA shareholders and satisfaction of other closing conditions.

The Form S-4 filing will include a combined proxy statement for SCANA shareholders and a prospectus for Dominion Energy. It will contain important information about the proposed transaction, terms of the merger, details for SCANA shareholders to consider when voting, and other relevant financial and legal information concerning both companies and the deal.

The filing highlights several risks, including the ability to obtain SCANA shareholder approval, securing necessary regulatory approvals (which could cause delays or abandonment), and the possibility that conditions to closing may not be met. An unsolicited offer for SCANA could also potentially interfere with the transaction.