8-KRegulation FDOther EventsExhibits & Filings

DOMINION ENERGY, INC 8-K Report, Regulation FD Disclosure (Feb 22, 2024)

Filed February 22, 2024For Securities:D

Summary

Dominion Energy, Inc. (D) announced a significant development concerning its Coastal Virginia Offshore Wind (CVOW) project. The company's subsidiary, Virginia Electric and Power Company, has entered into an Equity Capital Contribution Agreement with an affiliate of Stonepeak Partners LLC, a major infrastructure investor. This agreement will result in Stonepeak's affiliate acquiring a 50% non-controlling interest in the CVOW project in exchange for substantial capital contributions. The transaction aims to partially fund the construction of the 2.6-gigawatt CVOW project, the largest offshore wind farm in the U.S. While Virginia Power will retain operational control, this partnership is expected to significantly de-risk the project by sharing future capital needs and reducing Dominion Energy's consolidated debt. The proceeds are earmarked for debt reduction at the parent level, with an anticipated 1% improvement in the consolidated funds from operations to total debt ratio for 2024. The deal is contingent on regulatory approvals, including from the State Corporation Commission of Virginia and the North Carolina Utilities Commission, with an expected closing by the end of 2024. The agreement also outlines provisions for cost overruns beyond the initial $11.3 billion budget, potentially impacting ownership stakes and further capital requirements.

Key Highlights

  • 1Virginia Power has entered into an agreement to sell a 50% non-controlling interest in the Coastal Virginia Offshore Wind (CVOW) project to an affiliate of Stonepeak Partners LLC.
  • 2The transaction provides a significant capital infusion, with Virginia Power expecting to receive approximately $3 billion in proceeds at closing.
  • 3The net proceeds from the transaction will be used entirely to reduce debt at the parent company level, Dominion Energy.
  • 4The deal is expected to improve Dominion Energy's estimated 2024 consolidated funds from operations to total debt ratio by approximately 1%.
  • 5Virginia Power will retain full operational control of the CVOW project's construction and operations.
  • 6The closing of the transaction is subject to customary conditions, including receipt of required regulatory approvals from Virginia and North Carolina commissions, with an expected close by year-end 2024.
  • 7The agreement includes provisions for potential cost overruns beyond the initial $11.3 billion budget, which could affect capital contributions and ownership stakes.

Frequently Asked Questions

The primary purpose is to secure a partner and capital for the construction of the Coastal Virginia Offshore Wind (CVOW) project. This partnership will help fund the project, reduce Dominion Energy's consolidated debt, and improve its financial ratios.

Virginia Power expects to receive approximately $3 billion in proceeds at closing. These proceeds will be used to reduce parent-level debt, which is anticipated to improve the consolidated funds from operations to total debt ratio by about 1% in 2024.

The transaction is subject to customary closing conditions, including obtaining necessary approvals from the State Corporation Commission of Virginia, the North Carolina Utilities Commission, and other regulatory agencies regarding contract and permit assignments. The parties anticipate closing by the end of 2024.

The agreement outlines that both Virginia Power and the Investor will contribute 50% of remaining capital if costs exceed $11.3 billion (up to $11.3 billion total). The Investor has the option to make additional contributions if costs are between $11.3 billion and $13.7 billion, with Virginia Power contributing a larger share in such scenarios. If the Investor opts out of further contributions, Virginia Power's ownership stake may increase.