What is the purpose of creating the Series C Preferred Stock?

The Series C Preferred Stock was created to allow Dominion Energy to raise capital through its issuance and sale to the public, and also to contribute shares to its employee pension trust.

What are the key terms of the Series C Preferred Stock?

The Series C Preferred Stock is designated as 4.35% Series C Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock. Specific details regarding its redemption, dividend reset features, and other terms are outlined in the amended articles of incorporation and related exhibits filed with this report.

How does the contribution to the pension trust affect the company?

The contribution of 250,000 shares of Series C Preferred Stock to the pension trust serves as a mechanism to fund the company's defined benefit pension obligations. This transaction was structured to be exempt from registration under the Securities Act, with provisions for future resale registration.

Where can I find more detailed information about the Series C Preferred Stock and the associated agreements?

Detailed information can be found in the exhibits filed with this Form 8-K, including Exhibit 3.1 (Amended Articles of Incorporation), Exhibit 1.1 (Underwriting Agreement), and Exhibit 4.2 (Registration Rights Agreement).

D 8-K: Corporate Changes

Summary

Dominion Energy, Inc. (D) filed an 8-K on December 9, 2021, primarily to report on the creation and issuance of a new series of preferred stock. The company amended its articles of incorporation to establish the 4.35% Series C Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock. This action is directly linked to the subsequent issuance and sale of 750,000 shares of this Series C Preferred Stock under an underwriting agreement with J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and RBC Capital Markets, LLC. In addition to the public offering, Dominion Energy also contributed 250,000 shares of the Series C Preferred Stock to its Defined Benefit Master Trust, intended to fund its pension plans. This contribution was structured as an exempt transaction, with a related registration rights agreement in place to facilitate potential future resales by the trust. Investors should note this filing signifies an expansion of the company's equity capital structure through a preferred stock issuance, details of which are further elaborated in the referenced exhibits.

Key Highlights

1Creation of a new series of preferred stock: 4.35% Series C Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, effective December 9, 2021.
2Issuance and sale of 750,000 shares of Series C Preferred Stock to the public on December 9, 2021, through an underwriting agreement.
3Contribution of 250,000 shares of Series C Preferred Stock to the Dominion Energy, Inc. Defined Benefit Master Trust to fund pension plans.
4The issuance of the Series C Preferred Stock was registered under the Securities Act of 1933 via a Form S-3 registration statement.
5A registration rights agreement was entered into with the fiduciary of the pension trust, enabling the company to register the resale of the contributed shares.
6The filing includes various exhibits such as the underwriting agreement, amended articles of incorporation, and the registration rights agreement.

DOMINION ENERGY, INC 8-K Report, Bylaw Amendment (Dec 9, 2021)

Summary

Key Highlights

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