Dominion Energy, Inc. (NYSE:D) Files An 8-K Other Events
Item8.01
| Other Events |
On May18, 2017, Dominion Energy, Inc. (formerly Dominion
Resources, Inc.) (the Company) completed the optional remarketing
(the Remarketing) of $1,000,000,000 aggregate principal amount of
the Companys 2014 Series A 1.50% remarketable subordinated notes
due 2020 (the Series A Notes), originally issued as components of
its 2014 Series A Corporate Units (the Corporate Units) issued on
July1, 2014. The Remarketing of the Series A Notes was registered
by the Company 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 December19, 2014 (File
No.333-201149).
In connection with the Remarketing, the Company entered into the
Remarketing Agreement, dated as of March17, 2017 (the Remarketing
Agreement), among the Company and Credit Suisse Securities (USA)
LLC, Goldman Sachs Co. LLC (formerly Goldman, Sachs Co.) and
Merrill Lynch, Pierce, Fenner Smith Incorporated, 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 July1,
2014, 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 4.5 to the
Companys Current Report on Form 8-K filed on July1, 2014.
Under the Remarketing Agreement and the indenture referenced
below, the interest rate on the Series A Notes was reset in
connection with the Remarketing to 2.579% per
annum.
The Series A Notes were issued
under the Junior Subordinated Indenture II, dated as of June1,
2006, between the Company and The Bank of New York Mellon (as
successor trustee to JPMorgan Chase Bank, N.A.) (referred to
herein as the Indenture Trustee), as supplemented and amended by
the Third Supplemental and Amending Indenture thereto, dated as
of June1, 2009, among the Company, the Indenture Trustee and
Deutsche Bank Trust Company Americas, as series trustee, for the
series of which the Series A Notes are a part and the Sixth
Supplemental Indenture dated as of June1, 2014 (the sixth
supplemental indenture). The sixth supplemental indenture has
been supplemented and amended by the Thirteenth Supplemental
Indenture dated as of May18, 2017, which, among other things,
redesignated the Series A Notes as the 2.579% Junior Subordinated
Notes due 2020 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 June29,
2017. The Company expects that a portion of the funds generated
upon maturity of the portfolio will be used to settle with the
Company on July3, 2017 the purchase contracts issued as part of
the Corporate Units.
Item9.01 Financial
Statements and Exhibits
| Exhibits | ||
| 4.1 |
Junior Subordinated Indenture II, dated June1, 2006, between the Company and The Bank of New York Mellon (successor to JPMorgan Chase Bank, N.A.), as Trustee, incorporated by reference to Exhibit 4.1 to the Companys Form10-Q for the quarter ended June30, 2006 filed August3, 2006, File No.001-08489. |
|
| 4.2 |
Form of Third Supplemental and Amending Indenture to the Junior Subordinated Indenture II, dated June1, 2009, among the Company, The Bank of New York Mellon (successor to JPMorgan Chase Bank, N.A.) as Original Trustee and Deutsche Bank Trust Company Americas, as Series Trustee, incorporated by reference to Exhibit 4.2 to the Companys Form 8-K filed June15, 2009, File No.001-08489. |
|
| 4.3 |
Sixth Supplemental Indenture, dated June1, 2014, between the Company and Deutsche Bank Trust Company Americas, as Series Trustee with respect to the 2014 Series A 1.50% Remarketable Subordinated Notes due 2020, incorporated by reference to Exhibit 4.3 to the Companys Form 8-K filed July1, 2014, File No.001-08489. |
|
| 4.4 |
Thirteenth Supplemental Indenture, dated May18, 2017, between the Company and Deutsche Bank Trust Company Americas, as Series Trustee, with respect to the 2.579% Junior Subordinated Notes due 2020.* |
| * | Filed herewith. |
About Dominion Energy, Inc. (NYSE:D)
Dominion Energy, Inc., formerly Dominion Resources, Inc., is a producer and transporter of energy. Dominion is focused on its investment in regulated electric generation, transmission and distribution and regulated natural gas transmission and distribution infrastructure. It operates through three segments: Dominion Virginia Power operating segment (DVP), Dominion Generation, Dominion Energy, and Corporate and Other. The DVP segment includes regulated electric distribution and regulated electric transmission. The Dominion Generation segment includes regulated electric fleet and merchant electric fleet. The Dominion Energy segment includes gas transmission and storage, gas gathering and processing, liquefied natural gas import and storage, and nonregulated retail energy marketing. As of December 31, 2016, Dominion served utility and retail energy customers, and operated an underground natural gas storage system with approximately one trillion cubic feet of storage capacity. Dominion Energy, Inc. (NYSE:D) Recent Trading Information
Dominion Energy, Inc. (NYSE:D) closed its last trading session 00.00 at 77.48 with 2,542,351 shares trading hands.
