8-KAcquisitions & DispositionsRegulation FDExhibits & Filings

DOMINION ENERGY, INC 8-K Report, Acquisition Completed (Jan 2, 2019)

Filed January 2, 2019For Securities:D

Summary

Dominion Energy, Inc. has officially completed its acquisition of SCANA Corporation through a merger, effective January 1, 2019. Under the terms of the merger agreement, each outstanding share of SCANA common stock was exchanged for 0.6690 shares of Dominion Energy common stock. This transaction signifies a significant consolidation in the energy sector, integrating SCANA's operations into Dominion Energy's portfolio. Investors should note that fractional shares will be settled in cash, and SCANA's equity awards have vested and been converted based on the merger consideration. The company also disclosed the financial implications of this merger, including the filing of SCANA's audited and unaudited financial statements, as well as Dominion Energy's pro forma financial information. This 8-K filing serves as the official notification of the merger's completion and provides key financial data for investors to assess the combined entity's financial standing.

Key Highlights

  • 1Dominion Energy, Inc. has successfully completed the acquisition of SCANA Corporation via a merger, effective January 1, 2019.
  • 2SCANA Corporation is now a wholly-owned subsidiary of Dominion Energy, Inc.
  • 3SCANA common stock shareholders will receive 0.6690 shares of Dominion Energy common stock for each SCANA share owned.
  • 4Approximately 95.6 million shares of Dominion Energy common stock will be issued to former SCANA shareholders.
  • 5Cash payments will be made for any fractional shares of Dominion Energy common stock.
  • 6SCANA's outstanding performance share and restricted stock awards have vested and been converted into cash payments.
  • 7The filing includes financial statements for SCANA Corporation (audited and unaudited) and pro forma financial information for Dominion Energy.

Frequently Asked Questions

The merger was effective as of January 1, 2019.

If you were a holder of SCANA common stock, each share was converted into the right to receive 0.6690 shares of Dominion Energy common stock. Fractional shares will be paid out in cash based on a formula outlined in the merger agreement.

All outstanding SCANA performance share awards and restricted stock awards fully vested at the time of the merger and were cancelled and converted into a cash payment. The cash amount is determined by a formula based on Dominion Energy's stock price and the merger consideration.

The 8-K filing includes references to SCANA Corporation's audited consolidated financial statements as of December 31, 2017 and 2016, and for the three years ended December 31, 2017, as well as unaudited condensed consolidated financial statements as of September 30, 2018, and for the nine months ended September 30, 2018 and 2017.