Dominion Energy Announces Public Offering of Common Stock Via Forward Sale

Mar 27, 2018
4:06pm

RICHMOND, Va., March 27, 2018 /PRNewswire/ -- Dominion Energy, Inc. (NYSE: D), today announced that it has commenced a registered public offering of 20 million shares of its common stock in connection with forward sale agreements, as discussed below. Goldman Sachs & Co. LLC, Credit Suisse Securities (USA) LLC, Barclays Capital Inc., Citigroup and J.P. Morgan are acting as joint book-running managers of this offering. The underwriters may offer shares of Dominion Energy's common stock in transactions on the New York Stock Exchange, in the over-the-counter market or through negotiated transactions at either market prices or at negotiated prices.

 (PRNewsfoto/Dominion Energy)

In connection with the offering, Dominion Energy expects to enter into forward sale agreements with Goldman Sachs & Co. LLC and Credit Suisse Securities (USA) LLC or affiliates thereof ("forward counterparties") under which Dominion Energy will agree to issue and sell to the forward counterparties – subject to Dominion Energy's right to cash settle or net share settle the forward sale agreements – 20 million shares of its common stock. In addition, Dominion Energy expects to grant the underwriters of the offering a 30-day option to purchase up to an additional 3 million shares of Dominion Energy's common stock upon the same terms. If the underwriters exercise their option to purchase additional shares, Dominion Energy expects to enter into additional forward sale agreements with the forward counterparties with respect to, in the aggregate, the additional shares.

Settlement of the forward sale agreements is expected to occur on or prior to Dec. 31, 2018. Dominion Energy may, subject to certain conditions, elect cash settlement or net share settlement for all or a portion of its rights and/or obligations under the forward sale agreements.

The expected net proceeds from the settlement of the forward sale agreements, assuming physical settlement, are to be used for general corporate purposes, including the reduction of Dominion Energy-level short- and long-term debt and support for Dominion Energy's regulated growth capital investments. 

The offering is being made pursuant to Dominion Energy's effective shelf registration statement filed with the Securities and Exchange Commission (SEC). The preliminary prospectus supplement and the accompanying base prospectus related to the offering will be available on the SEC's website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying base prospectus relating to the offering may be obtained from the joint book-running managers for the offering as follows:

Goldman Sachs & Co. LLC
Attention: Prospectus Department
200 West Street
New York, NY 10282
Telephone: (866) 471-2526
Email: prospectus-ny@ny.email.gs.com

Credit Suisse Securities (USA) LLC
Attention: Credit Suisse Prospectus Department
One Madison Avenue
New York, NY 10010
Telephone: (800) 221-1037
Email: newyork.prospectus@credit-suisse.com

Barclays Capital Inc.
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Telephone: (888) 603-5847
Email: Barclaysprospectus@broadridge.com

Citigroup
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Telephone: (800) 831-9146

J.P. Morgan Securities LLC
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Telephone: (866) 803-9204

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or country in which the offer, solicitation or sale of these securities would be unlawful prior to registration or qualification under the securities laws of any state or country. The offering of these securities will be made only by means of a prospectus and a related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

About Dominion Energy
Dominion Energy is one of the nation's largest producers and transporters of energy, with a portfolio of approximately 26,000 megawatts of electric generation, 14,800 miles of natural gas transmission, gathering and storage pipeline, and 6,600 miles of electric transmission lines. Dominion Energy operates one of the nation's largest natural gas storage systems with approximately 1 trillion cubic feet of storage capacity and serves nearly 6 million utility and retail energy customers.

This release contains certain forward-looking statements which are subject to various risks and uncertainties.  Factors that could cause actual results to differ include, but are not limited to: unusual weather conditions and their effect on energy sales to customers and energy commodity prices; extreme weather events and other natural disasters; federal, state and local legislative and regulatory developments; changes to federal, state and local environmental laws and regulations, including proposed carbon regulations; cost of environmental compliance; changes in enforcement practices of regulators relating to environmental standards and litigation exposure for remedial activities; capital market conditions, including the availability of credit and the ability to obtain financing on reasonable terms; fluctuations in interest rates; changes in rating agency requirements or credit ratings and their effect on availability and cost of capital; impacts of acquisitions, divestitures, transfers of assets by Dominion Energy to joint ventures or to Dominion Energy Midstream Partners, and retirements of assets based on asset portfolio reviews; the expected timing and likelihood of completion of the proposed acquisition of SCANA Corporation, including the ability to obtain the requisite approvals of SCANA's shareholders and timing, receipt and terms and conditions of  required regulatory approvals; receipt of approvals for, and timing of, closing dates for other acquisitions and divestitures; the execution of Dominion Energy Midstream Partners' growth strategy; changes in demand for Dominion Energy's services; additional competition in Dominion Energy's industries; changes to regulated rates collected by Dominion Energy; changes in operating, maintenance and construction costs; timing and receipt of regulatory approvals necessary for planned construction or expansion projects and compliance with conditions associated with such regulatory approvals; the inability to complete planned construction projects within time frames initially anticipated; and the ability of Dominion Energy Midstream Partners to negotiate, obtain necessary approvals and consummate acquisitions from Dominion Energy and third-parties, and the impacts of such acquisitions.   Other risk factors are detailed from time to time in Dominion Energy's and Dominion Energy Midstream Partners' quarterly reports on Form 10-Q or most recent annual report on Form 10-K filed with the Securities and Exchange Commission.    

SOURCE Dominion Energy

For further information: Media: Ryan Frazier, (804) 819-2521 or C.Ryan.Frazier@dominionenergy.com ; Financial analysts: Steven Ridge, (804) 929-6865 or Steven.D.Ridge@dominionenergy.com


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