Dominion Energy Announces Equity Units Offering

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Jun 10, 2019, 16:10 ET

RICHMOND, Va., June 10, 2019 /PRNewswire/ -- Dominion Energy, Inc. (NYSE: D) announced today its intention to offer to sell, subject to market and other conditions, 12,500,000 2019 Series A Equity Units, each with a stated amount of $100. Each Equity Unit will initially be in the form of a 2019 Series A Corporate Unit consisting of a contract to purchase shares of Dominion Energy common stock (the Common Stock) in the future and a 1/10 undivided beneficial ownership interest in one share of Dominion Energy cumulative perpetual convertible preferred stock with a liquidation preference of $1,000 per share (the Convertible Preferred Stock). Dominion Energy expects to grant the underwriters an option to purchase 1,875,000 additional Corporate Units to cover over-allotments.

The Common Stock purchase contracts are expected to settle on June 1, 2022 (subject to early settlement in certain circumstances).

Dominion Energy expects to pay, quarterly in arrears, contract adjustment payments on the stated amount of each Equity Unit and cumulative dividends, when, as and if declared by Dominion Energy's board of directors, on the liquidation preference per share of Convertible Preferred Stock, in each case at a rate to be determined in connection with the offering. Dominion Energy may pay such contract adjustment payments and dividends in cash, shares of Common Stock or a combination of cash and shares of Common Stock, at its election. Dominion Energy may also, in its discretion, defer contract adjustment payments.

Each share of Convertible Preferred Stock may be converted only after being separated from the Corporate Units and, prior to June 1, 2022, only upon the occurrence of certain fundamental change events. Upon any such conversion, Dominion Energy will, at its election, pay or deliver, as the case may be, cash, shares of Common Stock, or a combination of cash and shares of Common Stock.

Dominion Energy intends to use the net proceeds from the offering for general corporate purposes and to repay short-term debt.

Goldman Sachs & Co. LLC, Barclays Capital Inc., BNP Paribas Securities Corp., Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Mizuho Securities USA LLC, Morgan Stanley & Co. LLC and SunTrust Robinson Humphrey, Inc. are acting as joint book-running managers for this offering.

The offering will be made pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission. This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such jurisdiction. Any offers of the securities will be made exclusively by means of a prospectus supplement and accompanying prospectus. Copies of these documents may be obtained by contacting Goldman Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street, New York, NY 10282, by phone at (866) 471-2526 or by email at [email protected]; Barclays Capital Inc., Attn: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by phone at (888) 603-5847 or by email at [email protected]; BNP Paribas Securities Corp., Attn: Equity Syndicate, 787 Seventh Avenue, New York, NY 10019, by phone at 1-888-860-5378 or by email at [email protected]; or Wells Fargo Securities, LLC, Attn: Equity Syndicate Department, 375 Park Avenue, New York, NY 10152, by phone at (800) 326-5897 or by email at [email protected].

About Dominion Energy
Nearly 7.5 million customers in 18 states energize their homes and businesses with electricity or natural gas from Dominion Energy (NYSE: D), headquartered in Richmond, Va. The company is committed to sustainable, reliable, affordable and safe energy and is one of the nation's largest producers and transporters of energy with about $100 billion of assets providing electric generation, transmission and distribution, as well as natural gas storage, transmission, distribution and import/export services. The company expects to cut generating fleet carbon dioxide emissions 80 percent by 2050 and reduce methane emissions from its gas assets 50 percent by 2030.

This release contains certain forward-looking statements that are subject to various risks and uncertainties. Factors that could cause actual results to differ from those in the forward-looking statements may accompany the statements themselves. In addition, our business and any offering may be influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond our ability to control. These factors include, but are not limited to, the prevailing conditions in the public capital markets, interest rates, economic, political and market factors affecting trading volumes, securities prices or demand for our equity and debt securities. We have identified and will in the future identify a number of additional generally applicable factors in our reports on Forms 10-K and 10-Q filed with the U.S. Securities and Exchange Commission. We refer you to those discussions for further information.

Forward-looking statements in this release are based on information available as of the date of this release, which such information is subject to change at any time. Dominion Energy undertakes no obligation to update any forward-looking statement to reflect developments after the statement is made.

SOURCE Dominion Energy