SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported) November 19, 2018
Dominion Energy, Inc.
(Exact Name of Registrant as Specified in Its Charter)
|(State or other jurisdiction
|120 Tredegar Street
|(Address of Principal Executive Offices)||(Zip Code)|
Registrants 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 8.01|| |
On November 19, 2018, Dominion Energy, Inc. (Dominion Energy) and SCANA Corporation (SCANA) issued a joint press release announcing that the North Carolina Utilities Commission (NCUC) issued an order approving the previously announced combination of Dominion Energy and SCANA. NCUC approval is one of the conditions required for completion of the transaction under the Agreement and Plan of Merger among Dominion Energy, Inc., Sedona Corp. and SCANA Corporation, Inc. dated as of January 2, 2018.The press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
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; 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 Energys and SCANAs businesses are detailed from time to time in Dominion Energys and SCANAs 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.
|99.1||Joint Press Release, dated November 19, 2018|
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.|
|Carlos M. Brown|
Vice President and General Counsel
Date: November 20, 2018