8-KCorporate ChangesOther EventsExhibits & Filings

DOMINION ENERGY, INC 8-K Report, Bylaw Amendment (Dec 13, 2019)

Filed December 13, 2019For Securities:D

Summary

Dominion Energy, Inc. (D) filed an 8-K on December 12, 2019, to report on the creation and subsequent issuance of a new series of preferred stock. Effective December 13, 2019, the company amended its articles of incorporation to establish the 4.65% Series B Fixed-Rate Reset Cumulative Redeemable Preferred Stock. This action represents a move to diversify its capital structure and potentially access new sources of funding. The company subsequently consummated the issuance and sale of 800,000 shares of this newly created Series B Stock on December 13, 2019, under an underwriting agreement with several major investment banks. The issuance was made under a previously effective registration statement. This offering indicates Dominion Energy's proactive capital management strategy, likely aimed at funding ongoing operations, capital expenditures, or refinancing existing debt.

Key Highlights

  • 1Creation of a new series of preferred stock: 4.65% Series B Fixed-Rate Reset Cumulative Redeemable Preferred Stock.
  • 2Amendment to articles of incorporation to authorize the new Series B Preferred Stock, effective December 13, 2019.
  • 3Issuance and sale of 800,000 shares of Series B Preferred Stock on December 13, 2019.
  • 4The stock issuance was conducted under an underwriting agreement with a syndicate of prominent financial institutions.
  • 5The offering was made pursuant to a Form S-3 registration statement effective since June 2017.
  • 6This action signals Dominion Energy's strategy to manage its capital structure and raise funds through equity offerings.

Frequently Asked Questions

The primary purpose of this issuance is for Dominion Energy to raise capital. The funds generated are likely intended for general corporate purposes, which could include funding capital expenditures, operations, or refinancing existing debt obligations. The creation of a new preferred stock series also diversifies the company's capital structure.

The Series B Preferred Stock is designated as 4.65% Series B Fixed-Rate Reset Cumulative Redeemable Preferred Stock. It carries a fixed dividend rate of 4.65% which is subject to reset at a future date, and it is cumulative and redeemable. This means dividends, if not paid, will accrue, and the company has the option to redeem (buy back) the shares under certain conditions.

The filing states that 800,000 shares of Series B Preferred Stock were sold. While the exact amount raised is not explicitly stated in this 8-K, it can be calculated by multiplying the number of shares by the issuance price, which would typically be disclosed in subsequent filings or associated press releases.

The underwriters for this offering included BofA Securities, Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and SunTrust Robinson Humphrey, Inc., acting as representatives of the full syndicate.