Form 8-K

 

 

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) January 2, 2018

 

 

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 7.01 Regulation FD Disclosure

On January 3, 2018, Dominion Energy, Inc. (Dominion Energy) and SCANA Corporation, a South Carolina corporation (SCANA), issued a joint press release announcing the execution of the Merger Agreement (as defined below). The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

On January 3, 2018, Dominion Energy held a conference call with analysts and investors during which information was provided regarding the proposed Merger (as defined below). Certain materials presented on the conference call are attached as Exhibit 99.2 hereto and are incorporated herein by reference.

On January 3, 2018, Dominion Energy launched a website relating to the proposed Merger. Information from the website is attached as Exhibit 99.3 hereto and is incorporated herein by reference.

On January 3, 2018, Thomas F. Farrell, II, President, Chairman and CEO of Dominion Energy, delivered a video presentation relating to the proposed Merger to SCANA employees. The transcript of the video presentation is attached as Exhibit 99.4 hereto and is incorporated herein by reference.

On January 3, 2018, Daniel A. Weekley, Vice President and General Manager – Southern Pipeline Operations, sent an email relating to the proposed Merger to employees of Dominion Energy Carolina Gas Transmission, LLC. The email is attached as Exhibit 99.5 hereto and is incorporated herein by reference.

 

Item 8.01 Other Events

On January 2, 2018, Dominion Energy entered into an Agreement and Plan of Merger (the Merger Agreement) by and among Dominion Energy, Sedona Corp. and SCANA. The Merger Agreement provides for a stock-for-stock merger (the Merger) in which Sedona Corp., a wholly-owned subsidiary of Dominion Energy, will merge with and into SCANA and SCANA shareholders would receive 0.6690 shares of Dominion Energy common stock for each share of SCANA common stock, the equivalent of $55.35 per share, or about $7.9 billion based on Dominion Energy’s share price at close of trading January 2, 2018. Following completion of the Merger, SCANA would operate as a wholly-owned subsidiary of Dominion Energy. Upon closing of the Merger, SCANA’s shareholders would own an estimated 13% of Dominion Energy’s outstanding common stock. Including assumption of debt, the value of the transaction is approximately $14.6 billion.

The Merger Agreement contains customary representations, warranties, covenants and termination provisions. Consummation of the Merger is subject to the satisfaction or waiver of certain specified closing conditions, including (i) approval of the plan of merger contained in the Merger Agreement by SCANA’s shareholders, (ii) compliance with applicable federal and state regulatory filing and approval requirements, including under the Hart-Scott-Rodino Act and from the Nuclear Regulatory Commission, the Federal Energy Regulatory Commission and the public service commissions of South Carolina, North Carolina and Georgia and (iii) other customary closing conditions.

In connection with the request for South Carolina regulatory approval of the Merger, the Merger Agreement calls for significant benefits to the electric customers of SCANA’s subsidiary South Carolina Electric & Gas Company (SCE&G) to offset previous and future costs relating to the abandoned V.C. Summer Units 2 and 3 new nuclear development project. A summary of these benefits, which include cash payments to be made to SCE&G electric customers following the closing of the Merger and future rate reductions for those customers, is contained in the press release referenced above and furnished herewith.

FORWARD-LOOKING STATEMENTS

This report contains statements that constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. The statements relate to, among other things, expectations, estimates and projections. We have used the words “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “outlook”, “plan”, “predict”, “project”, “should”, “strategy”, “target”, “will”, “would”, “potential” and similar terms and phrases to identify forward-looking statements in this report. Factors that could cause actual results to differ include, but are not


limited to: the expected timing and likelihood of completion of the proposed acquisition of SCANA, including the ability to obtain the requisite approvals of SCANA’s shareholders; the risk that Dominion Energy or SCANA may be unable to obtain necessary regulatory approvals for the transaction or required regulatory approvals may delay the transaction or cause the parties to abandon the transaction; the risk that conditions to the closing of the transaction may not be satisfied; or the risk that an unsolicited offer for the assets or capital stock of SCANA may interfere with the transaction. Other risk factors for Dominion Energy’s and SCANA’s businesses are detailed from time to time in Dominion Energy’s and SCANA’s quarterly reports on Form 10-Q or most recent annual report on Form 10-K filed with the Securities and Exchange Commission.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit     
99.1    Joint Press Release, dated January 3, 2018*
99.2    Investor Presentation Materials, dated January 3, 2018*
99.3    Website Pages*
99.4    Transcript of video presentation from Thomas F. Farrell, II, President, Chairman and CEO of Dominion Energy, Inc., to SCANA Corporation employees, dated January 3, 2018*
99.5    Email from Daniel A. Weekley, Vice President and General Manager – Southern Pipeline Operations, to employees of Dominion Energy Carolina Gas Transmission, LLC, dated January 3, 2018*

 

* Furnished herewith

IMPORTANT ADDITIONAL INFORMATION

In connection with the proposed transaction between Dominion Energy, Inc. and SCANA Corporation, Dominion Energy will file with the SEC a Registration Statement on Form S-4 that will include a combined Proxy Statement of SCANA and Prospectus of Dominion Energy, as well as other relevant documents concerning the proposed transaction. The proposed transaction involving Dominion Energy and SCANA will be submitted to SCANA’s shareholders for their consideration. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Shareholders of SCANA are urged to read the registration statement and the proxy statement/prospectus regarding the transaction when they become available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information.

Shareholders will be able to obtain a free copy of the definitive proxy statement/prospectus, as well as other filings containing information about Dominion Energy and SCANA, without charge, at the SEC’s website (http://www.sec.gov). Copies of the proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, by directing a request to Dominion Energy, Inc., 120 Tredegar Street, Richmond, Virginia 23219, Attention: Corporate Secretary, Corporate.Secretary@dominionenergy.com or to SCANA Corporation, 220 Operation Way, Mail Code 0133, Cayce, South Carolina 29033, Attention: Office of the Corporate Secretary, BoardInformation@scana.com.

PARTICIPANTS IN THE SOLICITATION

Dominion Energy, SCANA and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Dominion Energy’s directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on March 20, 2017, Dominion Energy’s Annual Report on Form 10-K, which was filed with the SEC on February 28, 2017 and certain of its Current Reports on Form 8-K. Information regarding SCANA’s directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on March 24, 2017, SCANA’s Annual Report on Form 10-K, which was filed with the SEC on February 24, 2017 and certain of its Current Reports on Form 8-K. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials filed with the SEC. Free copies of this document may be obtained as described under Important Additional Information.


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/ Carlos M. Brown

Carlos M. Brown

Vice President and General Counsel

Date: January 3, 2018

EX-99.1

Exhibit 99.1

 

LOGO

January 3, 2018

Dominion Energy, SCANA Announce All-Stock Merger With $1,000 Immediate Cash Payment

To Average South Carolina Electric & Gas Residential Electric Customer After Closing

 

    Dominion Energy to fund $1.3 billion of cash payments to all SCE&G electric customers within 90 days after closing

 

    Estimated additional 5 percent rate reduction from current levels for SCE&G electric customers

 

    More than $1.7 billion of nuclear capital and regulatory assets never to be collected from customers

 

    SCANA shareholders to receive 0.6690 shares of Dominion Energy common stock for each SCANA share

 

    Transaction immediately earnings accretive, enhances EPS growth

 

    Transaction contingent upon South Carolina approval of proposed nuclear solution

 

    Combined company to serve 6.5 million electric and natural gas distribution customers in eight states

RICHMOND, Va., and CAYCE, S.C. – Dominion Energy, Inc. (NYSE: D) and SCANA Corporation (NYSE: SCG) today announced an agreement for the companies to combine in a stock-for-stock merger in which SCANA shareholders would receive 0.6690 shares of Dominion Energy common stock for each share of SCANA common stock, the equivalent of $55.35 per share, or about $7.9 billion based on Dominion Energy’s volume-weighted average stock price of the last 30 trading days ended Jan. 2, 2018. Including assumption of debt, the value of the transaction is approximately $14.6 billion.

The agreement also calls for significant benefits to SCANA’s South Carolina Electric & Gas Company subsidiary (SCE&G) electric customers to offset previous and future costs related to the withdrawn V.C. Summer Units 2 and 3 project. After the closing of the merger and subject to regulatory approvals, this includes:

 

    A $1.3 billion cash payment within 90 days upon completion of the merger to all customers, worth $1,000 for the average residential electric customer. Payments would vary based on the amount of electricity used in the 12 months prior to the merger closing.

 

    An estimated additional 5 percent rate reduction from current levels, equal to more than $7 a month for a typical SCE&G residential customer, resulting from a $575 million refund of amounts previously collected from customers and savings of lower federal corporate taxes under recently enacted federal tax reform.

 

    A more than $1.7 billion write-off of existing V.C. Summer 2 and 3 capital and regulatory assets, which would never be collected from customers. This allows for the elimination of all related customer costs over 20 years instead of over the previously proposed 50-60 years.

 

    Completion of the $180 million purchase of natural-gas fired power station (Columbia Energy Center) at no cost to customers to fulfill generation needs.

In addition, Dominion Energy would provide funding for $1 million a year in increased charitable contributions in SCANA’s communities for at least five years, and SCANA employees would have employment protections until 2020.


SCANA would operate as a wholly owned subsidiary of Dominion Energy. It would maintain its significant community presence, local management structure and the headquarters of its SCE&G utility in South Carolina.

The transaction would be accretive to Dominion Energy’s earnings upon closing, which is expected in 2018 upon receipt of regulatory and shareholder approvals. The merger also would increase Dominion Energy’s compounded annual earnings-per-share target growth rate through 2020 to 8 percent or higher.

Thomas F. Farrell, II, chairman, president and chief executive officer of Dominion Energy, said: “We believe this merger will provide significant benefits to SCE&G’s customers, SCANA’s shareholders and the communities SCANA serves. It would lock in significant and immediate savings for SCE&G customers – including what we believe is the largest utility customer cash refund in history – and guarantee a rapidly declining impact from the V.C. Summer project. There also are potential benefits to natural gas customers in South Carolina, North Carolina and Georgia and to their communities. And, this agreement protects employees and treats fairly SCANA shareholders, many of whom are working families and retirees in SCANA’s communities. The combined resources of our two companies make all this possible.”

“Dominion Energy is a strong, well-regarded company in the utility industry and its commitment to customers and communities aligns well with our values,” said Jimmy Addison, chief executive officer of SCANA. “Joining with Dominion Energy strengthens our company and provides resources that will enable us to once again focus on our core operations and best serve our customers.”

Strategic combination

The combination with SCANA would solidify Dominion Energy’s position among the nation’s largest and fastest-growing energy utility companies by adding significantly to its presence in the expanding Southeast markets. SCANA’s operations include service to approximately 1.6 million electric and natural gas residential and business accounts in South Carolina and North Carolina and 5,800 megawatts of electric generation capacity. SCANA continues to experience strong growth in both customer count (more than 2 percent on average annually at SCE&G and PSNC Energy) and weather-normalized energy sales.

“SCANA is a natural fit for Dominion Energy,” Farrell said. “Our current operations in the Carolinas – the Dominion Energy Carolina Gas Transmission, Dominion Energy North Carolina and the Atlantic Coast Pipeline – complement SCANA’s, SCE&G’s and PSNC Energy’s operations. This combination can open new expansion opportunities as we seek to meet the energy needs of people and industry in the Southeast.”

Once the merger is completed, the combined company would operate in 18 states from Connecticut to California. The company would deliver energy to approximately 6.5 million regulated customer accounts in eight states and have an electric generating portfolio of 31,400 megawatts and 93,600 miles of electric transmission and distribution lines. It also would have a natural gas pipeline network totaling 106,400 miles and operate one of the nation’s largest natural gas storage systems with 1 trillion cubic feet of capacity.

Regulatory, shareholder approvals and conditions

The merger is contingent upon approval of SCANA’s shareholders, clearance from the U.S. Federal Trade Commission (FTC)/the U.S. Department of Justice (DOJ) under the Hart-Scott-Rodino Act, and authorization of the Nuclear Regulatory Commission (NRC) and Federal Energy Regulatory Commission (FERC).

SCANA and Dominion Energy also will file for review and approval from the public service commissions of South Carolina, North Carolina, and Georgia.

“We will seek the approval of the Public Service Commission of South Carolina for the immediate customer payments, rate refunds over time and other conditions related to resolution of the V.C. Summer Units 2 and 3 situation,” said Dominion Energy’s Farrell. “We believe it is in the best interests of all parties


to reach an agreement on this critical issue. Having certainty on this issue can act as a catalyst for economic development and it is essential for the Dominion Energy-SCANA merger to move forward. The availability, reliability and cost of energy are often the deciding factors when businesses consider investing – and we want businesses to have every reason to continue investing in SCANA’s communities.”

For SCANA shareholders

Under the terms of the merger agreement, SCANA common shareholders are to receive 0.6690 shares of Dominion Energy common stock for each share of SCANA common stock held. Based on Dominion Energy’s volume-weighted average stock price of the last 30 trading days ended Jan. 2, 2018, this equates to a value of approximately $55.35 per SCANA share. This represents an approximate 30.6 percent premium to the volume-weighted average stock price of SCANA’s last 30 trading days ended Jan. 2, 2018. Upon closing of the merger, SCANA shareholders would own an estimated 13 percent of the combined company.

The transaction structure contemplates that the receipt of Dominion Energy shares will be tax-deferred for SCANA shareholders.

Customer refunds and other benefits

Cash payments proposed to SCE&G electric customers are to be paid via check or equivalent payment mechanism within 90 days after the closing of the merger, subject to approval of the Public Service Commission of South Carolina. Further details of the program will be announced later.

It is anticipated that the rate reductions – including refunds of $575 million over time – would also be effective within 90 days of the merger closing, again subject to approval of the Public Service Commission of South Carolina.

A special website has been established for SCANA customers and communities at brighterenergyfuture.com. Information also is available on Facebook at Dominion Energy South and Twitter at @DominionEnergy.

Legal and financial advisers

McGuireWoods LLP served as legal counsel and Morgan, Lewis & Bockius LLP as tax counsel to Dominion Energy. Credit Suisse Securities (USA) LLC acted as the company’s financial adviser for the transaction.

Mayer Brown LLP acted as legal counsel to SCANA. Morgan Stanley & Co. LLC acted as lead financial adviser and RBC Capital Markets, LLC acted as financial adviser to SCANA.

Conference call today

Dominion Energy leadership will discuss the announced combination during a conference call for investors at 9:00 a.m. ET today. Domestic callers should dial (877) 410-5657. The passcode for the call is “Dominion.” International callers should dial (334) 323-9872. Participants should dial in 10 to 15 minutes prior to the scheduled start time.

A live webcast of the conference call also will be available on the company’s investor information page at investors.dominionenergy.com.

A replay of the conference call will be available beginning about 12 p.m. ET Jan. 3 and lasting until 11 p.m. ET Jan. 10. Domestic callers may access the recording by dialing (877) 919-4059. International callers should dial (334) 323-0140. The PIN for the replay is 69688467. Additionally, a replay of the webcast will be available on the investor information page by the end of the day Jan. 3.


About Dominion Energy

Dominion Energy is one of the largest energy utility companies in the United States, with 16,200 employees and operations in 18 states. It delivers electricity and natural gas to nearly 5 million homes and businesses, and its operations include 25,600 megawatts of electric generating capacity, 66,300 miles of natural gas gathering, transmission, distribution and storage pipelines, 64,200 miles of electric transmission and distribution lines, and one of the nation’s largest natural gas storage systems. It is the only company to be included on the Fortune magazine list of most-admired gas and electric utilities for 12 consecutive years, including being ranked among the top two for the past six years. The company is a national leader in reducing carbon emissions and has been recognized regularly for its support of military veterans and others in need. More information is available at www.dominionenergy.com.

About SCANA

SCANA Corporation, headquartered in Cayce, S.C., is an energy-based holding company principally engaged, through subsidiaries, in electric and natural gas utility operations and other energy-related businesses. Information about SCANA and its businesses is available on the company’s website at www.scana.com.

Forward-looking statements

This release contains statements that constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. The statements relate to, among other things, expectations, estimates and projections. We have used the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “outlook,” “predict,” “project,” “should,” “strategy,” “target,” “will,” “would,” “potential” and similar terms and phrases to identify forward-looking statements in this release. Factors that could cause actual results to differ include, but are not limited to: the expected timing and likelihood of completion of the proposed acquisition of SCANA, including the ability to obtain the requisite approval of SCANA’s shareholders; the risk that Dominion Energy or SCANA may be unable to obtain necessary regulatory approvals for the transaction or required regulatory approvals may delay the transaction or cause the parties to abandon the transaction; the risk that conditions to the closing of the transaction may not be satisfied; or the risk that an unsolicited offer for the assets or capital stock of SCANA may interfere with the transaction. Other risk factors for Dominion Energy’s and SCANA’s businesses are detailed from time to time in Dominion Energy’s and SCANA’s quarterly reports on Form 10-Q or most recent annual report on Form 10-K filed with the Securities and Exchange Commission (SEC).

Important additional information

In connection with the proposed transaction between Dominion Energy, Inc., and SCANA Corporation, Dominion Energy will file with the SEC a Registration Statement on Form S-4 that will include a combined Proxy Statement of SCANA and Prospectus of Dominion Energy, as well as other relevant documents concerning the proposed transaction. The proposed transaction involving Dominion Energy and SCANA will be submitted to SCANA’s shareholders for their consideration. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Shareholders of SCANA are urged to read the registration statement and the proxy statement/prospectus regarding the transaction when they become available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information.

Shareholders will be able to obtain a free copy of the definitive proxy statement/prospectus, as well as other filings containing information about Dominion Energy and SCANA, without charge, at the SEC’s website (http://www.sec.gov). Copies of the proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, by directing a request to Dominion Energy, Inc., 120 Tredegar Street, Richmond, Virginia 23219, Attention: Corporate Secretary, Corporate.Secretary@dominionenergy.com, or to SCANA Corporation, 220 Operation Way, Mail Code D133, Cayce, South Carolina 29033, Attention: Office of the Corporate Secretary, BoardInformation@scana.com.


Participants in the solicitation

Dominion Energy, SCANA and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Dominion Energy’s directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on March 20, 2017, Dominion Energy’s Annual Report on Form 10-K, which was filed with the SEC on February 28, 2017 and certain of its Current Reports on Form 8-K. Information regarding SCANA’s directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on March 24, 2017, SCANA’s Annual Report on Form 10-K, which was filed with the SEC on February 24, 2017 and certain of its Current Reports on Form 8-K. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials filed with the SEC. Free copies of these documents may be obtained as described in the preceding paragraph.

#####

DOMINION ENERGY CONTACTS:

Media: Ryan Frazier, (804) 819-2521 or C.Ryan.Frazier@dominionenergy.com

Grant Neely, (804) 771-4370 or Grant.Neely@dominionenergy.com

Financial analysts: Tom Hamlin, (804) 819-2154 or Thomas.E.Hamlin@dominionenergy.com

Steven Ridge, (804) 929-6865 or Steven.D.Ridge@dominionenergy.com

SCANA CONTACTS:

Media: Public Affairs, (800) 562-9308

Financial analysts: Bryant Potter, (803) 217-6916

EX-99.2

Slide 1

Combination of Dominion Energy and SCANA January 3, 2018 Exhibit 99.2


Slide 2

Important note to investors This presentation contains statements that constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. The statements relate to, among other things, expectations, estimates and projections. We have used the words "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", “outlook”, "predict", "project", “should”, “strategy”, “target”, "will“, “would”, “potential” and similar terms and phrases to identify forward-looking statements in this presentation. Factors that could cause actual results to differ include, but are not limited to: the expected timing and likelihood of completion of the proposed acquisition of SCANA, including the ability to obtain the requisite approvals of SCANA’s shareholders; the risk that Dominion Energy or SCANA may be unable to obtain necessary regulatory approvals for the transaction or required regulatory approvals may delay the transaction or cause the parties to abandon the transaction; the risk that conditions to the closing of the transaction may not be satisfied; or the risk that an unsolicited offer for the assets or capital stock of SCANA may interfere with the transaction. Other risk factors for Dominion Energy’s and SCANA’s businesses are detailed from time to time in Dominion Energy’s and SCANA’s quarterly reports on Form 10-Q or most recent annual report on Form 10-K filed with the Securities and Exchange Commission. Combination with SCANA


Slide 3

Important note to investors (cont’d) IMPORTANT ADDITIONAL INFORMATION In connection with the proposed transaction between Dominion Energy, Inc. and SCANA Corporation, Dominion Energy will file with the SEC a Registration Statement on Form S-4 that will include a combined Proxy Statement of SCANA and Prospectus of Dominion Energy, as well as other relevant documents concerning the proposed transaction. The proposed transaction involving Dominion Energy and SCANA will be submitted to SCANA’s shareholders for their consideration. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Shareholders of SCANA are urged to read the registration statement and the proxy statement/prospectus regarding the transaction when they become available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. Shareholders will be able to obtain a free copy of the definitive proxy statement/prospectus, as well as other filings containing information about Dominion Energy and SCANA, without charge, at the SEC’s website (http://www.sec.gov). Copies of the proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, by directing a request to Dominion Energy, Inc., 120 Tredegar Street, Richmond, Virginia 23219, Attention: Corporate Secretary, Corporate.Secretary@dominionenergy.com or to SCANA Corporation, 220 Operation Way, Mail Code 0133, Cayce, South Carolina 29033, Attention: Office of the Corporate Secretary, BoardInformation@scana.com. PARTICIPANTS IN THE SOLICITATION Dominion Energy, SCANA and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Dominion Energy’s directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on March 20, 2017, Dominion Energy’s Annual Report on Form 10-K, which was filed with the SEC on February 28, 2017 and certain of its Current Reports on Form 8-K. Information regarding SCANA’s directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on March 24, 2017, SCANA’s Annual Report on Form 10-K, which was filed with the SEC on February 24, 2017 and certain of its Current Reports on Form 8-K. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials filed with the SEC. Free copies of this document may be obtained as described in the preceding paragraph. Combination with SCANA


Slide 4

Transaction framework Inputs that create clarity and value for stakeholders Combination with SCANA Customers Meaningful customer relief Comprehensive regulatory and legislative solution Solid and growing core utility operations Customers: Large up-front cash payment and locked-in path to subsidized rate resolution Combined shareholders: Attractive core utility franchises free of regulatory uncertainty Employees: Return focus to serving customers with delivery of safe and reliable energy Regulatory and political: Equitable solution on behalf of constituents


Slide 5

Transaction overview Dominion Energy and SCANA Corporation to combine Stock-for-stock merger $7.9 billion equity value and $14.6 billion enterprise value Grows Dominion Energy’s regulated footprint Adds attractive regulated utility franchises in fast-growing Southeastern U.S. Enhances Dominion Energy’s EPS growth; immediately accretive Immediate and on-going relief to SCE&G customers $1,000 payment and 5% bill reduction for typical residential electric customer Additional customer benefits that meaningfully reduce impact of New Nuclear Development costs on South Carolina families and businesses Termination provisions protect Dominion Energy shareholders Comprehensive regulatory and legislative solution Combination with SCANA


Slide 6

Complementary geographic and asset profile Combination with SCANA Combined southeastern service territory Regulated electric customers Regulated gas customers 2.6M 0.7M 3.3M +27% 2.3M 0.9M 3.2M +40% Meaningful regulated customer additions Dominion Energy utility service territories SCANA utility service territories Dominion Energy pipeline infrastructure Atlantic Coast Pipeline Cove Point LNG facility


Slide 7

SCANA Corporation Attractive regulated franchises Combination with SCANA Regulated electric: SCE&G Regulated gas: SCE&G Customers 0.7M 0.4M Operating statistics1 2.9% customer growth Weather decoupling % of EBITDA ~80% ~5% Regulated ü ü Regulated gas: PSNC 0.5M ~10% ü 2.9% customer growth Weather/volume decoupling Pipeline replacement rider 1.6% customer growth 5.8 GW of generation capacity2 Two-thirds non/low emitting3 ¹ As of December 31, 2016 2 Includes Columbia Energy Center and Williams Station 3 Based on 2016 MWhs generated; includes hydro, nuclear, and natural gas-fired facilities as non/low emitting resources Allowed ROE 10.25% 10.25% 9.7%


Slide 8

Key transaction terms Combination with SCANA Exchange ratio 0.6690x Consideration to SCANA shareholders 100% equity Equity value $7.9 billion Enterprise value $14.6 billion Pro forma ownership 87% Dominion Energy / 13% SCANA Value to SCE&G electric customers $1,000 payment to avg. residential customer 5% reduction to typical residential bill Additional benefits Estimated closing Q3 2018 Summary


Slide 9

Approvals and commitments SCANA shareholders South Carolina Public Service Commission North Carolina Utility Commission Georgia Public Service Commission FERC NRC Hart-Scott-Rodino review Does not require Dominion Energy shareholder approval Expected close in Q3 2018 Combination with SCANA Approvals SCE&G operating headquarters to remain in South Carolina Active and involved corporate citizenship Incremental charitable giving for at least five years Active community involvement and support for employee volunteerism Employee protections until 2020 Commitments


Slide 10

Immediate and on-going customer benefits Combination with SCANA Cash payments to electric customers representing $1.3 billion within 90 days after closing $1,000 for average residential customer; Payments for commercial and industrial customers as well Reduced electric customer bills going forward Additional 5% reduction for typical residential customer bill driven by refunds over time of amounts previously collected from customers as well as the pass-through of corporate tax-reform benefits Additional customer benefits More than $1.7 billion of existing New Nuclear Development capital and regulatory assets that will never be collected from customers New Nuclear Development completely eliminated from customer rates in 20 years instead of 50—60 years Purchase of replacement gas-fired power plant will never be collected from customers


Slide 11

Financial and financing considerations Enhances Dominion Energy’s EPS growth Immediately EPS accretive Increases 2017—2020 EPS CAGR to 8+% from 6%—8% Maintain existing 10% dividend growth outlook through 2020 No impact on Dominion Energy Midstream Partners plan Conservative financing plan 100% equity financing Enhanced scale, diversification, and regulated business contribution No impact on parent deleveraging plan Supports Dominion Energy’s focus on non-commodity, regulated energy infrastructure Increases regulated earnings contribution Attractive investment proposition Combination with SCANA


Slide 12

Summary Grows Dominion Energy’s regulated footprint with attractive electric and natural gas franchises in fast-growing Southeastern U.S. Immediately EPS accretive and enhances Dominion Energy’s EPS growth Provides meaningful immediate and on-going relief to customers Comprehensive regulatory and legislative solution with transaction protections for Dominion Energy shareholders Combination with SCANA

EX-99.3

Exhibit 99.3

 

LOGO

Who We Are Have Questions? Customer Benefits
Brighter Together
Our energy future: bright, reliable, strong
Customer Benefits »


LOGO

Our Story
Dominion Energy and SCANA coming together would bring a brighter energy future for South Carolina, North Carolina and Georgia.
SCANA and Dominion Energy share proud histories of serving our customers and communities. Together, we would create even greater opportunities for the people who depend on us in those states.
SCANA customers would be joining one of the nation’s largest producers and transporters of energy, one consistently ranked among the most admired in our industry. Having a strong energy partner would help promote economic growth and access to new energy resources.
SCANA electric customers would see dramatic savings following the merger—both in cash payments and lower rates—while natural gas customers can look for continued safe and reliable service.
Read full media release here.


LOGO

Customer Benefits
A merger between Dominion Energy and SCANA makes sense because it would benefit all parties, providing certainty and a path forward.
Dominion Energy would provide immediate financial relief for electric customers now paying for the uncompleted new nuclear units. Both a cash payment and lower rates are planned. For communities, it means holding on to a community partner that would have more resources to meet new and changing energy needs. And for SCANA shareholders, including thousands of retirees and working families, it is a fair deal, too.
Customer payments
Each SCE&G electric customer would get a cash payment based on their historical electric usage—worth $1,000 for an average residential customer, with regulatory approval of the merger plan.
Continued Savings
Beyond the one-time cash payment, customers would see a rate reduction of about 5 percent, equal to more than $7 a month for a typical SCE&G residential customer, pending regulatory approval. Additional customer savings are planned to come from the resolution of the nuclear build issues, meaning all customer costs would decline until they disappear in 20 years rather than the currently scheduled 50-to-60 years.
Employee Protection
SCANA employees would have employment protection until 2020. Dominion Energy also would maintain a headquarters for SCE&G in South Carolina, continuing to be an economic driver for the state and region.
Charitable Giving
Investing in our communities is a Dominion Energy core value. Dominion Energy would not only maintain SCANA’s philanthropic efforts, but would increase that charitable giving by an additional $1 million a year for at least five years.


LOGO

$1,000 for every average electric residential customer $1.3 billion in cash payments to SCE$G electric customers


LOGO

Our Commitment
Dominion Energy is one of the nation’s largest producers and transporters of energy, serving more than 6 million utility and retail energy customers. Headquartered in Virginia with operations in 18 states including South Carolina, Dominion Energy is a longtime operator in electric generation and distribution as well as natural gas storage and transmission. In addition, we are on the cutting edge of developing future-looking energy sources including renewables. Our history gives us a stability you can rely on, while our push for innovation ensures we are always delivering the cleanest, most efficient and most affordable energy.
But Dominion Energy is about more than our business transactions. Our company is built on a proud legacy of public service, innovation and community involvement. Dominion Energy and our 16,200 employees invest in the communities where we live and work and practice responsible environmental stewardship wherever we operate. We seek out people who share our values and volunteerism—plus, one in five new Dominion Energy hires is a veteran.
See here to read important additional information about the Registration Statement being filed with the U.S. Securities and Exchange Commission in connection with the merger and persons deemed to be participants in the solicitation of proxies in respect of the proposed transaction.


LOGO

Frequently Asked Questions
Question 1: How will the merger impact customers in the short and long term?
This merger includes very significant customer benefits. All electric customers would share in $1.3 billion in cash payments to offset costs related to the withdrawn construction of two new nuclear units that will not be completed because they grew too costly. For an average residential customer, the amount would be $1,000.
Question 2: How will the cash payment be calculated?
Each electric customer of SCE&G will get a cash payment based on the amount of electricity purchased for a 12-month period prior to the merger closing. The cash payment will be about $1,000 for an average residential customer. Cash payments will be paid by check or similar mechanism. They will be sent automatically within 90 days of the merger closing, and customers will not have to apply for them.
All customers also would see an approximate 5 percent rate reduction, driven from refunds of previous customer collections, as well as pass-through of corporate tax reform benefits, equal to more than $7 a month for a typical residential customer.
Dominion Energy will assume nearly $1.7 billion of existing withdrawn nuclear construction assets and will never collect them from customers. The merger will eliminate this cost from customer bills in 20 years, far sooner than the 50-60 that had been planned. And, Dominion Energy will never collect from customers the cost of purchasing a gas-fired power plant that would help replace power that was expected from the nuclear units.
Question 3: Will I have to apply for the cash payment?
No, it will be sent to you automatically. It will be sent within 90 days after closing the merger, pending regulatory approval.
Question 4: What if I was a SCANA Electric & Gas electric customer for part of that time but no longer am a customer? Will I still get a cash payment?
Details of the plan will be provided later
Question 5: Why aren’t PSNC Energy and SCANA Energy gas customers getting a cash payment?
The cash payment is to help cover costs paid for the withdrawn construction of two nuclear units. Only electric customers have paid toward that project, not natural gas customers.
Copyright © 2018 Dominion Energy


Safe Harbor and Legends

IMPORTANT ADDITIONAL INFORMATION

In connection with the proposed transaction between Dominion Energy, Inc. and SCANA Corporation, Dominion Energy will file with the SEC a Registration Statement on Form S-4 that will include a combined Proxy Statement of SCANA and Prospectus of Dominion Energy, as well as other relevant documents concerning the proposed transaction. The proposed transaction involving Dominion Energy and SCANA will be submitted to SCANA’s shareholders for their consideration. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Shareholders of SCANA are urged to read the registration statement and the proxy statement/prospectus regarding the transaction when they become available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information.

Shareholders will be able to obtain a free copy of the definitive proxy statement/prospectus, as well as other filings containing information about Dominion Energy and SCANA, without charge, at the SEC’s website (http://www.sec.gov). Copies of the proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, by directing a request to Dominion Energy, Inc., 120 Tredegar Street, Richmond, Virginia 23219, Attention: Corporate Secretary, Corporate.Secretary@dominionenergy.com or to SCANA Corporation, 220 Operation Way, Mail Code 0133, Cayce, South Carolina 29033, Attention: Office of the Corporate Secretary, BoardInformation@scana.com.

PARTICIPANTS IN THE SOLICITATION

Dominion Energy, SCANA and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Dominion Energy’s directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on March 20, 2017, Dominion Energy’s Annual Report on Form 10-K, which was filed with the SEC on February 28, 2017 and certain of its Current Reports on Form 8-K. Information regarding SCANA’s directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on March 24, 2017, SCANA’s Annual Report on Form 10-K, which was filed with the SEC on February 24, 2017 and certain of its Current Reports on Form 8-K. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials filed with the SEC. Free copies of this document may be obtained as described under Important Additional Information.

FORWARD-LOOKING STATEMENTS

This website contains statements that constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. The statements relate to, among other things, expectations, estimates and projections. We have used the words “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “outlook”, “predict”, “project”, “should”, “strategy”, “target”, “will”, “would”, “potential” and similar terms and phrases to identify forward-looking statements in this presentation. Factors that could cause actual results to differ include, but are not limited to: the expected timing and likelihood of completion of the proposed acquisition of SCANA, including the ability to obtain the requisite approvals of SCANA’s shareholders; the risk that Dominion Energy or SCANA may be unable to obtain necessary regulatory approvals for the transaction or required regulatory approvals may delay the transaction or cause the parties to abandon the transaction; the risk that conditions to the closing of the transaction may not be satisfied; or the risk that an unsolicited offer for the assets or capital stock of SCANA may interfere with the transaction. Other risk factors for Dominion Energy’s and SCANA’s businesses are detailed from time to time in Dominion Energy’s and SCANA’s quarterly reports on Form 10-Q or most recent annual report on Form 10-K filed with the Securities and Exchange Commission.

EX-99.4

Exhibit 99.4

Transcript of video presentation from Thomas F. Farrell, II, President, Chairman and CEO of Dominion Energy, Inc., to SCANA Corporation employees

Hello. I am Tom Farrell, CEO of Dominion Energy.

I look forward to meeting many of you in the coming days, but today this video will have to suffice. On behalf of everyone at Dominion Energy, I want to tell you how excited we are that you will be joining us.

SCANA has had an excellent reputation in the energy industry for a long time. We grew even more impressed the more we learned about you and your company.

We found a top-quality workforce. We saw your strong personal commitment to safety, reliable operations and customer service. And, we share your focus on community engagement.

As you get to know us, I think you will find we have much in common. We live by four core values – Safety, Ethics, Excellence and One Dominion Energy, our term for teamwork. They align well with SCANA’s “SACRED” values.

We also are a good fit geographically and from a business sense.

Combined, we will be one of the largest – and best – in our industry. We will deliver electricity and natural gas to more than 6 12 million residential and business accounts and have operations from Connecticut to California. The total value of our common stock will make us the second largest electric and natural gas company in the country.

Together, we will have the strength to address the most-pressing challenges facing SCANA. We know that regaining the confidence and trust of customers, elected officials and regulators is essential. The merger agreement includes substantial benefits for customers, including a $1,000 cash payment for an average SCE&G residential electric customer. Dominion Energy’s financial commitments will make that possible.

The merger agreement recognizes the importance of communities. We will increase charitable giving by $1 million for at least five years and keep the SCE&G headquarters in South Carolina.

We know that many of you – along with your friends and neighbors – are shareholders. I don’t have to tell you that SCANA shareholders have had a difficult time. The merger has significant benefits for shareholders as well.

And, for employees our commitment is to treat you fairly and with respect. We will provide as much information as we can as soon as we can. We won’t have all the answers right away, but, our commitment to you is to be fair and honest.

I know you have a lot of questions. We look forward to discussing them when we meet with leadership starting tomorrow in Cayce and across the system next week.

You are a tight-knit organization. I do not think you will lose that being a part of a bigger Dominion Energy. What you will gain is added resources for us to enjoy a brighter future together.

We look forward to working with you and to welcoming you to the Dominion Energy family. Thank you.

 

1

EX-99.5

Exhibit 99.5

Email from Daniel A. Weekley, Vice President and General Manager – Southern Pipeline Operations, to employees of Dominion Energy Carolina Gas Transmission, LLC

January 3, 2018

Email Subject Line: Dominion Energy, SCANA Corporation to combine in strategic merger

Good Morning and Happy New Year! I hope your holidays were safe, relaxing and enjoyable.

I would like to share some exciting news with you. Today, Dominion Energy is announcing an agreement to merge with SCANA Corporation. As you are very much aware, SCANA is one of Dominion Energy Carolina Gas Transmission’s largest customers and is located in South Carolina, North Carolina and Georgia. This merger would include all SCANA subsidiaries, solidifying Dominion Energy’s position among the nation’s largest and fastest-growing energy utility companies. Further, this strategic combination demonstrates our commitment to South Carolina, the southeast and Dominion Energy’s continued growth.

SCANA’s operations include service to approximately 1.6 million electric and natural gas residential and business accounts in South Carolina and North Carolina and 5,800 megawatts of electric generation capacity.

Including assumption of debt, the value transaction is approximately $14.6 billion. We believe this merger would be a net positive for Dominion Energy, SCANA and the citizens of South Carolina, North Carolina and Georgia. After merger closing, which is subject to regulatory approvals and approval by SCANA’s shareholders, there would be immediate and long term customer benefits including a 5 percent rate reduction and $1.3 billion in cash payments to SCANA’s electric customers. This strategic combination would allow SCANA to move forward to safely and reliably serve its customers and communities with greater resources.

Additionally, natural gas customers would have the potential to access new lower-cost natural gas supplies; SCANA employees would have employee protections until 2020; and shareholders would receive 0.6690 shares of Dominion Energy common stock for each share of SCANA common stock, the equivalent of $55.35 per share, or about $7.9 billion based on Dominion Energy’s share price at close of trading January 2, 2018.

We plan to keep SCE&G’s headquarters in South Carolina. We also plan to increase community involvement and charitable investment in the communities that are currently served by SCANA’s subsidiaries.

The completion of the merger is expected later in 2018. At that time, the company would deliver energy to approximately 6.5 million regulated customer accounts in eight states and have an electric generating portfolio of 31,400 megawatts and 93,600 miles of electric transmission and distribution lines. It also would have a natural gas pipeline network totaling 106,400 miles and operate one of the nation’s largest natural gas storage systems with 1 trillion cubic feet of capacity. Dominion Energy’s four core values – Safety, Ethics, Excellence and One Dominion Energy – drive us in the same direction. For that reason, Dominion Energy and SCANA leadership believe our two companies are a natural fit.

We will continue to keep your informed as the merger proceeds. I am sorry that I could not share this news with you before today. I encourage you to read the news release issued this morning for additional details. Also, a special website has been established for SCANA customers and communities at BrighterEnergyFuture.com.

I realize you probably have many questions about this news. I will commit to tell you as much as I can, as soon as I can. We will be holding an all-hands meeting this morning at 8:30 a.m. to further discuss the merger and answer any questions you may have.

Thank you for your continued focus on safe and reliable operations. Together, our energy future is bright, reliable and strong.

Dan Weekley


IMPORTANT ADDITIONAL INFORMATION

In connection with the proposed transaction between Dominion Energy, Inc. and SCANA Corporation, Dominion Energy will file with the SEC a Registration Statement on Form S-4 that will include a combined Proxy Statement of SCANA and Prospectus of Dominion Energy, as well as other relevant documents concerning the proposed transaction. The proposed transaction involving Dominion Energy and SCANA will be submitted to SCANA’s shareholders for their consideration. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Shareholders of SCANA are urged to read the registration statement and the proxy statement/prospectus regarding the transaction when they become available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information.

Shareholders will be able to obtain a free copy of the definitive proxy statement/prospectus, as well as other filings containing information about Dominion Energy and SCANA, without charge, at the SEC’s website (http://www.sec.gov). Copies of the proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, by directing a request to Dominion Energy, Inc., 120 Tredegar Street, Richmond, Virginia 23219, Attention: Corporate Secretary, Corporate.Secretary@dominionenergy.com or to SCANA Corporation, 220 Operation Way, Mail Code 0133, Cayce, South Carolina 29033, Attention: Office of the Corporate Secretary, BoardInformation@scana.com.

PARTICIPANTS IN THE SOLICITATION

Dominion Energy, SCANA and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Dominion Energy’s directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on March 20, 2017, Dominion Energy’s Annual Report on Form 10-K, which was filed with the SEC on February 28, 2017 and certain of its Current Reports on Form 8-K. Information regarding SCANA’s directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on March 24, 2017, SCANA’s Annual Report on Form 10-K, which was filed with the SEC on February 24, 2017 and certain of its Current Reports on Form 8-K. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials filed with the SEC. Free copies of this document may be obtained as described in the preceding paragraph.

FORWARD-LOOKING STATEMENTS

This communication contains statements that constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. The statements relate to, among other things, expectations, estimates and projections. We have used the words “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “outlook”, “predict”, “project”, “should”, “strategy”, “target”, “will”, “would”, “potential” and similar terms and phrases to identify forward-looking statements in this presentation. Factors that could cause actual results to differ include, but are not limited to: the expected timing and likelihood of completion of the proposed acquisition of SCANA, including the ability to obtain the requisite approvals of SCANA’s shareholders; the risk that Dominion Energy or SCANA may be unable to obtain necessary regulatory approvals for the transaction or required regulatory approvals may delay the transaction or cause the parties to abandon the transaction; the risk that conditions to the closing of the transaction may not be satisfied; or the risk that an unsolicited offer for the assets or capital stock of SCANA may interfere with the transaction. Other risk factors for Dominion Energy’s and SCANA’s businesses are detailed from time to time in Dominion Energy’s and SCANA’s quarterly reports on Form 10-Q or most recent annual report on Form 10-K filed with the Securities and Exchange Commission.