- On May 6, 2024, the company
successfully priced $2 billion of
junior subordinated notes (EJSN Offering)
- The company intends to use proceeds from the EJSN
Offering, in part, to purchase Series B Preferred Shares in
connection with the cash tender offer
- The company intends to use remaining proceeds, including the
$500 million attributable to
the upsized EJSN Offering in excess of the company's 2024 hybrid
financing guidance to repay short-term debt and/or
opportunistically retire, redeem, or repurchase other outstanding
securities, which may include the existing $685 million 2014 Series A Enhanced Junior
Subordinated Notes due 2054, which become callable at par in
October 2024
- No change to the company's existing financial guidance
including with regard to earnings, credit, and dividend
policy
RICHMOND, Va.,
May 7,
2024 /PRNewswire/ -- Consistent with guidance
provided during its March 1 investor
day and first-quarter 2024 earnings call, Dominion Energy, Inc.
(NYSE: D), today announced the commencement of a tender offer to
purchase for cash any and all of its outstanding 4.65% Series B
Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock,
without par value, with a $1,000
liquidation preference per share (Series B Preferred Shares), at a
purchase price of $997.50 per share,
plus Accrued Dividends (as defined below), upon the terms and
subject to the conditions set forth in the Offer to Purchase (as it
may be amended or supplemented from time to time, the Offer to
Purchase) and in the accompanying Letter of Transmittal (as it may
be amended or supplemented from time to time, the Letter of
Transmittal and which, together with the Offer to Purchase,
constitutes the Offer).
The Offer will expire one minute after 11:59 P.M., New York
City time, on June 4, 2024,
unless the company extends or earlier terminates the Offer (such
time and date, as they may be extended or earlier terminated, the
Expiration Date).
The company intends to pay the consideration payable by it
pursuant to the Offer, and the fees and expenses incurred by it in
connection therewith, with a portion of the net proceeds from the
company's public offering (EJSN Offering) of $2 billion of junior subordinated notes (Notes).
The Offer is conditioned upon the satisfaction of certain
conditions, including the consummation of the EJSN Offering
(Financing Condition). The EJSN Offering priced on
May 6, 2024, and is expected to close
on May 20, 2024, subject to customary
closing conditions, at which time the Financing Condition will be
satisfied. In no event will the information contained in this news
release, the Offer to Purchase or the Letter of Transmittal
regarding the EJSN Offering constitute an offer to sell or a
solicitation of an offer to buy any Notes.
The Offer to Purchase sets forth in full the conditions to the
Offer, including the Financing Condition. The Offer is not
conditioned upon a minimum number of Series B Preferred Shares
having been tendered.
As used in connection with the Offer, "Accrued Dividends" means,
for each $1,000 liquidation
preference of the Series B Preferred Shares, accrued and unpaid
dividends from and including December 15,
2023 (which is the most recent dividend payment date with
respect to such Series B Preferred Shares), up to, but not
including, the Settlement Date (as defined below), assuming for the
purposes of the Offer that a dividend for such Series B Preferred
Shares had in fact been declared during such period. The date on
which the company will pay the aggregate purchase price for all
validly tendered and not validly withdrawn Series B Preferred
Shares that are accepted for purchase is referred to as the
"Settlement Date." The company expects the Settlement Date will
occur promptly following the Expiration Date and acceptance of the
Series B Preferred Shares for purchase. The company expects the
Settlement Date to be June 6,
2024.
Any Series B Preferred Shares tendered pursuant to the Offer may
be validly withdrawn at any time on or prior to the Expiration Date
by following the procedures described in the Offer to Purchase.
Upon request, the Offer to Purchase and the Letter of
Transmittal will be provided to record holders of Series B
Preferred Shares and will be furnished to brokers, dealers,
commercial banks, trust companies, or other nominees and similar
persons whose names, or the names of whose nominees, appear on the
company's shareholder list or, if applicable, who are listed as
participants in a clearing agency's security position listing for
subsequent transmittal to beneficial owners of the Series B
Preferred Shares.
Barclays Capital Inc., J.P. Morgan Securities LLC and Mizuho
Securities USA LLC are acting as
dealer managers for the Offer. For additional information regarding
the terms of the Offer, please contact: Barclays Capital Inc. at
(800) 438-3242 (toll-free) or (212) 528-7581 (collect), J.P. Morgan
Securities LLC at (866) 834-4666 (toll-free) or (212) 834-4045
(collect) or Mizuho Securities USA
LLC at (866) 271-7403 (toll-free) or (212) 205-7562 (collect). To
confirm delivery of Series B Preferred Shares, please contact D.F.
King & Co., Inc., which is acting as the tender agent and
information agent for the Offer, at (212) 269-5552.
THE COMPANY IS NOT MAKING THE OFFER TO HOLDERS OF SERIES B
PREFERRED SHARES IN ANY JURISDICTION IN WHICH THE MAKING OF THE
OFFER OR THE ACCEPTANCE OF ANY TENDER OF SERIES B PREFERRED SHARES
WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION,
PROVIDED THAT THE COMPANY WILL COMPLY WITH THE REQUIREMENTS OF RULE
13E-4(F)(8) PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED. HOWEVER, THE COMPANY MAY, AT ITS DISCRETION, TAKE SUCH
ACTION AS THE COMPANY MAY DEEM NECESSARY FOR IT TO MAKE THE OFFER
IN ANY SUCH JURISDICTION AND EXTEND THE OFFER TO HOLDERS OF
SECURITIES IN SUCH JURISDICTION. IN ANY JURISDICTION THE SECURITIES
OR BLUE SKY LAWS OF WHICH REQUIRE THE OFFER TO BE MADE BY A
LICENSED BROKER OR DEALER, THE OFFER SHALL BE DEEMED TO BE MADE ON
THE COMPANY'S BEHALF BY ONE OR MORE REGISTERED BROKERS OR DEALERS
WHICH ARE LICENSED UNDER THE LAWS OF SUCH JURISDICTION.
Additional Information Regarding the Tender Offer
This communication is for informational purposes only and is not
an offer to buy or the solicitation of an offer to sell any Series
B Preferred Shares. The solicitation and offer to buy Series B
Preferred Shares is made only pursuant to the Offer to Purchase,
Letter of Transmittal and related materials, which the company has
filed with the U.S. Securities and Exchange Commission (SEC) as
part of a tender offer statement on Schedule TO. The full details
of the Tender Offer, including complete instructions on how to
tender Series B Preferred Shares, are included in the Offer to
Purchase, the Letter of Transmittal and related materials. Holders
of Series B Preferred Shares should carefully read those materials
because they contain important information, including the terms and
conditions of the Tender Offer. Neither the company nor its board
of directors makes any recommendation as to whether to tender
Series B Preferred Shares. Holders of Series B Preferred Shares may
obtain free copies of the tender offer statement on Schedule TO,
the Offer to Purchase, the Letter of Transmittal and the related
materials that were filed by the company with the SEC at the SEC's
website at www.sec.gov or by calling D.F. King & Co., Inc. In
addition, holders of Series B Preferred Shares may obtain free
copies of the company's filings with the SEC from the company's
website at www.dominionenergy.com.
About Dominion Energy
About 6 million customers in 15 states energize their
homes and businesses with electricity or natural gas from the
company (NYSE: D), headquartered in Richmond,
Va. The company is committed to providing reliable,
affordable, and increasingly clean energy every day and to
achieving Net Zero emissions by 2050. Please
visit DominionEnergy.com to learn more.
Forward-Looking Statements
This release contains certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995 regarding the company. The statements relate to, among
other things, expectations concerning the settlement of, and
consideration to be paid in, the Tender Offer, any use of proceeds
from the EJSN Offering and any plans to retire, redeem, or
repurchase other outstanding securities, which may include the
existing $685 million 2014 Series A
Enhanced Junior Subordinated Notes due 2054, which are subject to
various risks and uncertainties. Factors that could cause actual
results to differ include, but are not limited to, the ability to
satisfy the conditions to the Tender Offer, including the
settlement of the EJSN Offering. Other risk factors
relating to the company's business more generally are detailed from
time to time in the company's annual report on
Form 10-K and quarterly reports on
Form 10-Q filed with the SEC.
These forward-looking statements speak only as of the
date of this Form 8-K. The company assumes no obligation
to provide any revisions to, or update, any projections and
forward-looking statements contained in this release.
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SOURCE Dominion Energy
