8-KExhibits & Filings

DOMINION ENERGY, INC 8-K Report, Exhibit Filing (Feb 27, 2018)

Filed February 27, 2018For Securities:D

Summary

Dominion Energy, Inc. (D) has filed an 8-K report on February 27, 2018, to provide essential financial information related to its previously announced merger with SCANA Corporation. Although the acquisition has not yet closed, Dominion is proactively furnishing audited consolidated financial statements of SCANA for the years ended December 31, 2017 and 2016, and the three years ended December 31, 2017. This complies with regulatory requirements for probable business combinations. In addition to SCANA's historical financials, the report includes unaudited pro forma consolidated financial statements for Dominion Energy for the year ended December 31, 2017. These pro forma statements offer a prospective view of Dominion's financial position and performance as if the merger had already occurred. Investors should review these provided financial statements to understand the potential financial impact of this significant stock-for-stock acquisition on Dominion Energy's future financial health and operational scale.

Key Highlights

  • 1Dominion Energy is filing financial statements for SCANA Corporation as part of the anticipated merger, even though the transaction is not yet complete.
  • 2The filing includes audited consolidated financial statements for SCANA for the years ending December 31, 2017 and 2016, and for the three years ended December 31, 2017.
  • 3Unaudited pro forma consolidated financial statements for Dominion Energy as of and for the year ended December 31, 2017, are also provided.
  • 4These financial statements are necessary under Rule 3-05 of Regulation S-X due to the probable business combination with SCANA.
  • 5The merger involves a stock-for-stock exchange where SCANA shareholders will receive 0.6690 shares of Dominion Energy common stock per SCANA share.
  • 6SCANA will operate as a wholly-owned subsidiary of Dominion Energy upon successful completion of the merger.
  • 7The filing includes a consent from Deloitte & Touche LLP.

Frequently Asked Questions

Dominion Energy is filing SCANA's financial statements because the acquisition is considered a 'probable business combination' under SEC regulations (specifically Rule 3-05 of Regulation S-X). This requirement ensures that investors have access to key financial information of the target company in advance of the transaction's closing to make informed investment decisions.

The unaudited pro forma consolidated financial statements for Dominion Energy show how the company might have looked financially if the merger with SCANA had already been completed as of December 31, 2017. These statements combine Dominion's historical financials with estimated impacts of the acquisition, providing a projected view of the combined entity's financial position and performance.

The merger is structured as a stock-for-stock transaction, where SCANA shareholders will receive 0.6690 shares of Dominion Energy common stock for each share of SCANA stock they own. The ultimate value to Dominion Energy shareholders will depend on the combined company's future performance, integration success, and market conditions. Investors should analyze the provided historical and pro forma financial statements to assess the potential financial implications of this merger.

This 8-K filing does not specify an expected closing date for the merger. It only states that consummation of the Merger remains subject to the satisfaction or waiver of certain closing conditions specified in the Merger Agreement.