8-KCorporate ChangesOther EventsExhibits & Filings

DOMINION ENERGY, INC 8-K Report, Bylaw Amendment (Jun 14, 2019)

Filed June 14, 2019For Securities:D

Summary

Dominion Energy, Inc. (D) filed an 8-K on June 13, 2019, detailing significant corporate actions related to its capital structure and equity offerings. The company amended its Articles of Incorporation to create a new series of preferred stock: the 1.75% Series A Cumulative Perpetual Convertible Preferred Stock. This new class of stock is a key component of the company's recently offered 2019 Series A Corporate Units.

Key Highlights

  • 1Creation of a new 1.75% Series A Cumulative Perpetual Convertible Preferred Stock.
  • 2Issuance of up to 14,000,000 (plus an overallotment option of 2,100,000) 2019 Series A Corporate Units.
  • 3Each Corporate Unit consists of a purchase contract for common stock (settlement by June 1, 2022) and beneficial ownership of 1/10th of a share of Convertible Preferred Stock.
  • 4The Convertible Preferred Stock underlying the Corporate Units is pledged as collateral to secure the common stock purchase obligation.
  • 5The Convertible Preferred Stock will receive quarterly dividends at a rate of 1.75% per year on its $1,000 liquidation preference.
  • 6Holders of Corporate Units will also receive quarterly contract adjustment payments at a rate of 5.50% per year on the $100 stated amount per unit.

Frequently Asked Questions

The 1.75% Series A Cumulative Perpetual Convertible Preferred Stock was created to be a component of the 2019 Series A Corporate Units. It serves as collateral for the obligation to purchase common stock in the future and will pay dividends to the holders of the Corporate Units.

The 2019 Series A Corporate Units are equity units offered to investors. Each unit includes a contract to buy Dominion Energy common stock by June 1, 2022, and a fractional ownership interest in the new Convertible Preferred Stock. The preferred stock acts as collateral for the stock purchase commitment.

Investors in the 2019 Series A Corporate Units are entitled to receive quarterly dividends on the Convertible Preferred Stock at a rate of 1.75% per year (based on the $1,000 liquidation preference per share), and quarterly contract adjustment payments at a rate of 5.50% per year on the $100 stated amount per unit.

The purchase contract obligation for the 2019 Series A Corporate Units requires holders to purchase shares of Dominion Energy common stock no later than June 1, 2022.