On June 27, 2019, Dominion Energy, Inc. (the “Company”) completed the optional remarketing (the “Remarketing”) of $700,000,000
aggregate principal amount of its 2016 Series
A-1
2.0% remarketable subordinated notes due 2021 (the “Series
A-1
Notes”) and $700,000,000 aggregate principal
amount of its 2016 Series
A-2
2.0% remarketable subordinated notes due 2024 (the “Series
A-2
Notes” and, together with the Series
A-1
Notes, the “Notes”), originally issued as components of its 2016 Series A Corporate Units (the “Corporate Units”) on August 15, 2016. The Remarketing was registered by the Company
pursuant to a registration statement on Form
S-3
under Rule 415 under the Securities Act of 1933, as amended, which registration statement became effective on June 30, 2017 (File
No. 333-219088).
In connection with the Remarketing, the Company entered into a Remarketing Agreement, dated as of
May 20, 2019 (the “Remarketing Agreement”), among the Company and Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and RBC Capital Markets, LLC, as the reset agents and the remarketing agents, and Deutsche Bank Trust
Company Americas, solely in its capacity as purchase contract agent and as
attorney-in-fact
of the holders of purchase contracts, a form of which is included as Exhibit
P to the Series A Purchase Contract and Pledge Agreement, dated as of August 15, 2016, between the Company and Deutsche Bank Trust Company Americas, as purchase contract agent and
attorney-in-fact
of the holders of the purchase contracts, collateral agent, custodial agent and securities intermediary, filed as Exhibit 4.7 to the Company’s
Current Report on Form
8-K
filed on August 15, 2016. In connection with the Remarketing and pursuant to the terms of the Remarketing Agreement and the indenture referenced below, the interest rate on the
Series
A-1
Notes was reset to 2.715% per annum and the interest rate on the Series
A-2
Notes was reset to 3.071% per annum.
The Notes were issued under the Junior Subordinated Indenture II, dated as of June 1, 2006, between the Company and The Bank of New York Mellon (as
successor trustee to JPMorgan Chase Bank, N.A.) (the “Indenture Trustee”), as supplemented and amended by the Third Supplemental and Amending Indenture thereto, dated as of June 1, 2009 (as so amended, the “Base Indenture”),
among the Company, the Indenture Trustee and Deutsche Bank Trust Company Americas, as series trustee (the “Series Trustee”), and, in the case of the Series
A-1
Notes, by the Eleventh Supplemental
Indenture, dated as of August 1, 2016 (the “Eleventh Supplemental Indenture”), between the Company and the Series Trustee or, in the case of the Series
A-2
Notes, by the Twelfth Supplemental
Indenture, dated as of August 1, 2016 (the “Twelfth Supplemental Indenture”), between the Company and the Series Trustee. The Base Indenture and the Eleventh Supplemental Indenture have been further supplemented and amended with
respect to the Series
A-1
Notes by a Fourteenth Supplemental Indenture, dated as of June 27, 2019, between the Company and the Series Trustee, which, among other things, redesignates the Series
A-1
Notes as the “Series
A-1
2.715% Junior Subordinated Notes due 2021” following the Remarketing. The Base Indenture and the Twelfth Supplemental Indenture have
been further supplemented and amended with respect to the Series
A-2
Notes by a Fifteenth Supplemental Indenture, dated as of June 27, 2019, between the Company and the Series Trustee, which, among other
things, redesignates the Series
A-2
Notes as the “Series
A-2
3.071% Junior Subordinated Notes due 2024” following the Remarketing.
The Company did not receive any proceeds from the Remarketing. The proceeds were used to purchase a portfolio of treasury securities maturing on
August 15, 2019. The Company expects that a portion of the funds generated upon maturity of the portfolio will be used to settle with the Company on August 15, 2019 the purchase contracts issued as part of the Corporate Units.