8-KExhibits & Filings

DOMINION ENERGY, INC 8-K Report, Exhibit Filing (Aug 6, 2018)

Filed August 6, 2018For Securities:D

Summary

Dominion Energy, Inc. (D) has filed a Current Report on Form 8-K to provide unaudited financial statements for SCANA Corporation and unaudited pro forma financial information for Dominion Energy. This filing is in anticipation of the previously announced stock-for-stock merger between Dominion Energy and SCANA, where SCANA shareholders would receive 0.6690 shares of Dominion Energy common stock per SCANA share. Although the merger is subject to closing conditions, the company is providing these financial disclosures to comply with regulatory requirements related to a probable business combination.

Key Highlights

  • 1Filing provides unaudited financial statements for SCANA Corporation as of June 30, 2018, and for the six-month periods ended June 30, 2018, and 2017.
  • 2Filing includes unaudited pro forma consolidated financial statements for Dominion Energy, Inc. as of and for the six-month period ended June 30, 2018.
  • 3These disclosures are in preparation for the merger between Dominion Energy and SCANA, announced on January 2, 2018.
  • 4The merger involves a stock-for-stock exchange, with SCANA shareholders to receive 0.6690 shares of Dominion Energy common stock for each SCANA share.
  • 5SCANA will operate as a wholly-owned subsidiary of Dominion Energy upon completion of the merger, subject to closing conditions.
  • 6Financial statements for SCANA are incorporated by reference from its Form 10-Q filed on August 2, 2018.
  • 7The pro forma financial information is filed concurrently with this report.

Frequently Asked Questions

Dominion Energy is filing these financial statements for SCANA as part of the disclosure requirements for a probable business combination. Even though the acquisition has not yet closed, SEC regulations require these disclosures when a significant acquisition is likely to occur.

The merger agreement was entered into on January 2, 2018. The transaction is a stock-for-stock merger, subject to the satisfaction or waiver of certain closing conditions. This filing provides updated financial information in anticipation of the merger's completion.

The unaudited condensed consolidated financial statements of SCANA Corporation are incorporated by reference from SCANA's Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed on August 2, 2018. The unaudited pro forma consolidated financial statements for Dominion Energy are filed concurrently with this report as Exhibit 99.2.