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D Dominion Energy

Filed: 5 Apr 21, 9:15am

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) March 24, 2021

 

 

Dominion Energy, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Virginia 001-08489 54-1229715
(State or other jurisdiction
of incorporation)
 (Commission
File Number)
 (IRS Employer
Identification No.)

 

120 Tredegar Street

Richmond, Virginia

 23219
(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code (804) 819-2000

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common Stock, no par value D New York Stock Exchange
2016 Series A 5.25% Enhanced Junior Subordinated Notes DRUA New York Stock Exchange
2019 Series A Corporate Units DCUE New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 8.01

Other Events.

On March 24, 2021, Dominion Energy, Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement) with Credit Suisse Securities (USA) LLC, Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC, as Representatives for the underwriters named in the Underwriting Agreement, for the sale of (i) $600,000,000 aggregate principal amount of the Company’s 2021 Series A 1.45% Senior Notes due 2026 (Series A Senior Notes) and (ii) $500,000,000 aggregate principal amount of the Company’s 2021 Series B 3.30% Senior Notes due 2041 (Series B Senior Notes). The Series A Senior Notes and Series B Senior Notes are Senior Debt Securities that were registered by the Company under Rule 415 under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3, which became effective on June 26, 2020 (File No. 333-239467). A copy of the Underwriting Agreement, including exhibits thereto, is filed as Exhibit 1.1 to this Form 8-K.

The Twenty-Second and Twenty-Third Supplemental Indentures to the Company’s June 1, 2015 Senior Indenture, pursuant to which the Series A Senior Notes and Series B Senior Notes will be issued, respectively, are filed as Exhibits 4.2 and 4.3, respectively, to this Form 8-K.

 

Item 9.01

Financial Statements and Exhibits.

Exhibits

 

1.1  Underwriting Agreement, dated March 24, 2021, among the Company and Credit Suisse Securities (USA) LLC, Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC, as Representatives for the underwriters named in the Underwriting Agreement.*
4.1  Senior Indenture, dated as of June 1, 2015, among the Company and Deutsche Bank Trust Company Americas, as Trustee (Exhibit 4.1, Form 8-K filed June 15, 2015, File No. 1-8489, incorporated by reference).
4.2  Twenty-Second Supplemental Indenture to the Senior Indenture, dated April 1, 2021, pursuant to which the 2021 Series A 1.45% Senior Notes due 2026 will be issued. The form of the 2021 Series A 1.45% Senior Notes due 2026 is included as Exhibit A to the Twenty-Second Supplemental Indenture.*
4.3  Twenty-Third Supplemental Indenture to the Senior Indenture, dated April 1, 2021, pursuant to which the 2021 Series B 3.30% Senior Notes due 2041 will be issued. The form of the 2021 Series B 3.30% Senior Notes due 2041 is included as Exhibit A to the Twenty-Third Supplemental Indenture.*
5.1  Opinion of McGuireWoods LLP.*
104  Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

*

Filed herewith.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

   DOMINION ENERGY, INC.
   Registrant

        /s/ James R. Chapman

Name:  James R. Chapman
Title:  Executive Vice President, Chief Financial Officer and Treasurer

Date: April 5, 2021