8-KMaterial AgreementsFinancial EventsExhibits & Filings

DOMINION ENERGY, INC 8-K Report, Material Agreement (Jul 14, 2021)

Filed July 14, 2021For Securities:D

Summary

Dominion Energy, Inc. (D) has filed an 8-K report detailing significant changes related to a previously announced sale of its Questar Pipeline Group (Q-Pipe Group). The company announced the termination of the Purchase Agreement with Berkshire Hathaway Energy Company (BHE) for the sale of the Q-Pipe Group due to ongoing uncertainty in obtaining necessary antitrust approval under the Hart-Scott-Rodino Act. In connection with this termination, Dominion Energy has utilized a new $1.265 billion 364-day term loan facility with Barclays Bank PLC to repay the approximately $1.3 billion in cash consideration it previously received from BHE. This move effectively unwinds the Q-Pipe transaction, returning the assets to Dominion Energy's portfolio and resolving the immediate financial implications of the terminated deal.

Key Highlights

  • 1Termination of the Q-Pipe Transaction: Dominion Energy and Berkshire Hathaway Energy Company mutually agreed to terminate the sale of the Questar Pipeline Group.
  • 2Antitrust Approval Uncertainty: The termination was driven by ongoing concerns regarding the receipt of Hart-Scott-Rodino Act approval.
  • 3Repayment of BHE Funds: Dominion Energy has repaid the approximately $1.3 billion cash consideration previously received from BHE using proceeds from a new credit facility.
  • 4New $1.265 Billion Term Loan: Dominion Energy secured a 364-day term loan facility with Barclays Bank PLC for $1,265,341,250.
  • 5Unsecured Loan: The new term loan is unsecured, meaning it is not backed by specific company assets.
  • 6Short-Term Maturity: The term loan matures on December 31, 2021, with an option for Dominion Energy to extend it to June 30, 2022.
  • 7Reversal of Asset Sale: The termination of the agreement means the Q-Pipe Group will remain under Dominion Energy's ownership.

Frequently Asked Questions

The termination was due to ongoing uncertainty in receiving the necessary approval under the Hart-Scott-Rodino Antitrust Improvements Act. Both parties agreed to end the transaction rather than risk further delays or potential disapproval.

Dominion Energy utilized proceeds from a newly established $1.265 billion, 364-day term loan facility with Barclays Bank PLC to repay the cash consideration previously paid by Berkshire Hathaway Energy.

The termination requires Dominion Energy to return the advance payment it received, which it has done using new debt financing. While the Q-Pipe assets remain with Dominion, the company has incurred short-term debt to facilitate this repayment, and the strategic rationale for selling these assets is now nullified.

This filing does not explicitly state whether Dominion Energy intends to pursue another sale of the Q-Pipe Group. However, the termination due to antitrust concerns suggests potential challenges in finding a suitable buyer or completing a transaction of this nature in the future.