RICHMOND, Va., June 5, 2024
/PRNewswire/ -- Dominion Energy, Inc. (NYSE: D), today announced
the expiration and final results of its previously announced tender
offer (the 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).
The Offer expired one minute after 11:59
P.M., New York City time,
on June 4, 2024 (such time and date,
the Expiration Date). Based on the final count by the tender agent
for the Offer, as of the Expiration Date, 439,590 Series B
Preferred Shares (representing $439,590,000
million in aggregate liquidation preference) were validly
tendered and not validly withdrawn pursuant to the Offer. In
accordance with the terms of the Offer, the company has accepted
for purchase all such Series B Preferred Shares for an aggregate
cost of $438,491,025, excluding
Accrued Dividends and fees and expenses relating to the Offer. The
Series B Preferred Shares validly tendered and not validly
withdrawn and accepted for purchase in the Offer represent
approximately 55.0% of the total number of Series B Preferred
Shares issued and outstanding as of the Expiration Date. Following
completion of the Offer, 360,410 Series B Preferred Shares
(representing $360,410,000 million in
aggregate liquidation preference) will remain outstanding.
All conditions to the Offer were deemed satisfied or waived by
the company prior to the Expiration Date. The company expects to
pay the aggregate purchase price for all Series B Preferred Shares
accepted for purchase in the Offer on June
6, 2024 (the Settlement Date).
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, assuming for the purposes of the
Offer that a dividend for such Series B Preferred Shares had in
fact been declared during such period.
Barclays Capital Inc., J.P. Morgan Securities LLC and Mizuho
Securities USA LLC acted as dealer
managers for the Offer. D.F. King & Co. acted as tender agent
and information agent for the Offer.
About Dominion Energy
More than 4.5 million customers in 13 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 the Offer, which
are subject to various risks and uncertainties. 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