8-KOther EventsExhibits & Filings

DOMINION ENERGY, INC 8-K Report, Corporate Update (Jul 13, 2018)

Filed July 13, 2018For Securities:D

Summary

This 8-K filing from Dominion Energy (D) announces a significant development in its proposed acquisition of SCANA Corporation. Specifically, Dominion Energy reports that the Federal Energy Regulatory Commission (FERC) has issued an order approving the combination. This FERC approval is a crucial condition precedent to the closing of the transaction, which was originally announced on January 2, 2018. The approval represents a positive step forward in the process, moving Dominion closer to integrating SCANA's operations. Investors should note that while this is a key regulatory hurdle cleared, it is not the final step. The transaction remains subject to other conditions, including the approval of SCANA's shareholders and any potential delays or requirements imposed by regulators. Dominion Energy has filed extensive documentation with the SEC, including a registration statement on Form S-4 (which includes a proxy statement/prospectus), and urges SCANA shareholders to review these materials for important details regarding the transaction. This filing primarily serves to inform the market of the FERC approval and reiterate the ongoing nature of the acquisition process.

Key Highlights

  • 1Dominion Energy announced receipt of FERC approval for its acquisition of SCANA Corporation.
  • 2FERC approval is a required condition for the completion of the merger agreement dated January 2, 2018.
  • 3This is a positive development, clearing a significant regulatory hurdle for the transaction.
  • 4The transaction is still subject to other conditions, including SCANA shareholder approval.
  • 5Dominion Energy has filed a Form S-4 Registration Statement containing a proxy statement/prospectus with the SEC.
  • 6SCANA shareholders are strongly encouraged to read the proxy statement/prospectus and other SEC filings for important information about the transaction.
  • 7The filing includes forward-looking statements detailing potential risks and uncertainties related to the acquisition's completion.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce that Dominion Energy has received approval from the Federal Energy Regulatory Commission (FERC) for its proposed acquisition of SCANA Corporation. This is a significant regulatory milestone towards completing the transaction.

No, the acquisition is not yet complete. The FERC approval is a necessary step, but the transaction is still subject to other conditions, including the approval of SCANA's shareholders and other potential regulatory requirements.

More detailed information can be found in the Registration Statement on Form S-4 filed by Dominion Energy with the SEC, which includes a Proxy Statement/Prospectus. You can also find copies of this document and other relevant filings on the SEC's website or by contacting Dominion Energy or SCANA directly as indicated in the filing.

Potential risks include the timing and likelihood of completion, obtaining necessary regulatory approvals (beyond FERC), satisfying closing conditions, and the possibility of an unsolicited offer for SCANA's assets or stock interfering with the deal. These risks are further detailed in the filing and in Dominion Energy's and SCANA's other SEC filings.