Summary
Dominion Energy announced a significant amendment to its previously disclosed sale of its Gas Transmission & Storage operating segment to Berkshire Hathaway Energy (BHE). Due to the failure to obtain antitrust approval (HSR) within the initial timeframe, the transaction has been bifurcated. The sale of substantially all assets, excluding the Questar Pipeline Group, is still expected to close on November 2, 2020, for approximately $2.7 billion in cash and the assumption of $5.3 billion in debt. However, the sale of the Questar Pipeline Group has been restructured into a separate "Q-Pipe Purchase Agreement," with an expected closing in early 2021, contingent on HSR approval. This separate transaction is valued at approximately $1.3 billion in cash and the assumption of $430 million in debt.
Key Highlights
- 1The sale of Dominion Energy's Gas Transmission & Storage assets to BHE has been split into two separate transactions.
- 2The primary transaction (excluding Questar Pipeline Group) is expected to close on November 2, 2020, for $2.7 billion cash and $5.3 billion debt assumption.
- 3The Questar Pipeline Group sale is now a separate transaction (Q-Pipe Transaction) with an anticipated early 2021 closing, subject to HSR approval.
- 4The Q-Pipe Transaction is valued at approximately $1.3 billion cash and $430 million debt assumption.
- 5Dominion Energy will waive the termination fee related to the Questar Pipeline Group in conjunction with the new Q-Pipe Purchase Agreement.
- 6BHE will deliver the Q-Pipe cash consideration ($1.3 billion) on November 2, 2020, with provisions for repayment if the Q-Pipe Transaction does not close.
- 7The Q-Pipe Purchase Agreement includes protections for transferred employees and customary representations, warranties, and indemnification clauses.