Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) September 4, 2018

 

 

Dominion Energy, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Virginia   001-08489   54-1229715

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

120 Tredegar Street

Richmond, Virginia

  23219
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code (804) 819-2000

 

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 8.01

Other Events

On September 4, 2018, Dominion Energy, Inc. (Dominion Energy) and SCANA Corporation (SCANA) issued a joint press release announcing that the Nuclear Regulatory Commission (NRC) approved the indirect transfer of operating licenses for V.C. Summer Units 1, 2 and 3 from South Carolina Electric & Gas Company, a wholly-owned subsidiary of SCANA, to Dominion Energy. NRC approval is one of the conditions required for completion of the transaction under the Agreement and Plan of Merger among Dominion Energy, Inc., Sedona Corp. and SCANA Corporation, Inc. dated as of January 2, 2018. The press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

FORWARD-LOOKING STATEMENTS

This report contains statements that constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. The statements relate to, among other things, expectations, estimates and projections. We have used the words “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “outlook”, “plan”, “predict”, “project”, “should”, “strategy”, “target”, “will“, “would”, “potential” and similar terms and phrases to identify forward-looking statements in this report. Factors that could cause actual results to differ include, but are not limited to: the expected timing and likelihood of completion of the proposed acquisition of SCANA; the risk that Dominion Energy or SCANA may be unable to obtain necessary regulatory approvals for the transaction or required regulatory approvals may delay the transaction or cause the parties to abandon the transaction; the risk that conditions to the closing of the transaction may not be satisfied; or the risk that an unsolicited offer for the assets or capital stock of SCANA may interfere with the transaction. Other risk factors for Dominion Energy’s and SCANA’s businesses are detailed from time to time in Dominion Energy’s and SCANA’s quarterly reports on Form 10-Q or most recent annual report on Form 10-K filed with the Securities and Exchange Commission.

 

Item 9.01

Financial Statements and Exhibits.

 

Exhibit     
99.1    Joint Press Release, dated September 4, 2018


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

DOMINION ENERGY, INC.
Registrant

/s/ Carlos M. Brown

Carlos M. Brown
Vice President and General Counsel

Date: September 4, 2018

EX-99.1

Exhibit 99.1

 

LOGO

September 4, 2018

DOMINION ENERGY/SCANA MERGER ACHIEVES ANOTHER KEY MILESTONE

RICHMOND, VA and CAYCE, SC – September 4, 2018 – The proposed combination of Dominion Energy, Inc. (NYSE: D) and SCANA Corporation (NYSE: SCG) has achieved another significant milestone. The U.S. Nuclear Regulatory Commission (NRC) has approved the indirect transfer of the Operating License for V.C. Summer Unit 1 and of the Combined Licenses (COLs) for V.C. Summer Units 2 and 3 from SCANA’s wholly owned subsidiary, South Carolina Electric & Gas (SCE&G), to Dominion Energy. This constitutes one of several regulatory approvals required by the merger agreement between the two companies.

The NRC has not yet acted on SCE&G’s request to terminate the COLs for Units 2 and 3, but such action is not required under the merger agreement. SCE&G abandoned the nuclear construction project in July 2017. Dominion Energy has no plans to complete the project if the merger closes.

The merger previously received approval from SCANA’s shareholders, the Federal Energy Regulatory Commission, the Georgia Public Service Commission and early termination by the Federal Trade Commission of the 30-day waiting period under the federal Hart-Scott-Rodino Antitrust Improvements Act. The merger remains contingent upon approvals from the public service commissions of South Carolina and North Carolina, among other conditions.

If the merger is completed, the combined company would deliver energy to approximately 6.5 million regulated customer accounts and have an electric generating portfolio of about 31,400 megawatts and 93,600 miles of electric transmission and distribution lines. It also would have a natural gas pipeline network totaling 106,400 miles and operate one of the nation’s largest natural gas storage systems with 1 trillion cubic feet of capacity.

About Dominion Energy

Nearly 6 million customers in 19 states energize their homes and businesses with electricity or natural gas from Dominion Energy (NYSE: D). 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 over $75 billion of assets providing electric generation, transmission and distribution, as well as natural gas storage, transmission, distribution, and import/export services. As one of the nation’s leading solar operators, the company intends to reduce its carbon intensity 50 percent by 2030. Headquartered in Richmond, Va., Dominion Energy contributes more than $20 million annually to the communities it serves and actively supports veterans and their families. Please visit www.DominionEnergy.com, Facebook or Twitter to learn more.

About SCANA

SCANA Corporation (NYSE: SCG), headquartered in Cayce, S.C., is an energy-based holding company principally engaged, through subsidiaries, in electric and natural gas utility operations and other energy-related businesses. Information about SCANA and its businesses is available on the company’s website at www.scana.com.


Forward-looking statements

This release contains statements that constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. The statements relate to, among other things, expectations, estimates and projections. We have used the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “outlook,” “predict,” “project,” “should,” “strategy,” “target,” “will,” “would,” “potential” and similar terms and phrases to identify forward-looking statements in this release. Factors that could cause actual results to differ include, but are not limited to: the expected timing and likelihood of completion of the proposed acquisition of SCANA; the risk that Dominion Energy or SCANA may be unable to obtain necessary regulatory approvals for the transaction or required regulatory approvals may delay the transaction or cause the parties to abandon the transaction; the risk that conditions to the closing of the transaction may not be satisfied; or the risk that an unsolicited offer for the assets or capital stock of SCANA may interfere with the transaction. Other risk factors for Dominion Energy’s and SCANA’s businesses are detailed from time to time in Dominion Energy’s and SCANA’s quarterly reports on Form 10-Q or most recent annual report on Form 10-K filed with the Securities and Exchange Commission (SEC).

For further information:

DOMINION ENERGY CONTACTS: Media: Chet Wade, (804) 775-5697 or Chet.Wade@dominionenergy.com; Financial analysts: Steven Ridge, (804) 929-6865 or Steven.D.Ridge@dominionenergy.com.

SCANA CONTACTS: Media: Public Affairs, (800) 562-9308;

Financial analysts: Bryant Potter, (803) 217-6916