VIRGINIA ELECTRIC & POWER CO Common Stock, no par value NYSE false 0000103682 0000103682 2021-11-15 2021-11-15

 

 

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

Date of report (Date of earliest event reported) November 15, 2021

 

 

Virginia Electric and Power Company

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Virginia   000-55337   54-0418825

(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: None

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 November 15, 2021, Virginia Electric and Power Company (the Company) entered into an underwriting agreement (the Underwriting Agreement) with BMO Capital Markets Corp., BofA Securities, Inc., Mizuho Securities USA LLC, PNC Capital Markets LLC, Scotia Capital (USA) Inc. and SMBC Nikko Securities America, Inc., as Representatives for the underwriters named in the Underwriting Agreement, for the sale of $500,000,000 aggregate principal amount of the Company’s 2021 Series A 2.30% Senior Notes due 2031 (the Series A Senior Notes) and $500,000,000 aggregate principal amount of the Company’s 2021 Series B 2.95% Senior Notes due 2051 (the Series B Senior Notes). The Series A Senior Notes and the 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. 333-239472). A copy of the Underwriting Agreement, including exhibits thereto, is filed as Exhibit 1.1 to this Form 8-K.

The Series A Senior Notes and the Series B Senior Notes will be issued under the Seventh Supplemental Indenture and Eighth Supplemental Indenture, respectively, to the Company’s September 1, 2017 Senior Indenture. The Seventh Supplemental Indenture and the Eighth Supplemental Indenture 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 November 15, 2021, among the Company and BMO Capital Markets Corp., BofA Securities, Inc., Mizuho Securities USA LLC, PNC Capital Markets LLC, Scotia Capital (USA) Inc. and SMBC Nikko Securities America, Inc., as Representatives for the underwriters named in the Underwriting Agreement.*
4.1    Senior Indenture, dated as of September 1, 2017, among the Company and U.S. Bank National Association. (Exhibit 4.1, Form 8-K, File No. 001-02255, as filed September 13, 2017, incorporated by reference).
4.2    Seventh Supplemental Indenture to the 2017 Senior Indenture pursuant to which the 2021 Series A 2.30% Senior Notes due 2031 will be issued. The form of the 2021 Series A 2.30% Senior Notes due 2031 is included as Exhibit A to the Seventh Supplemental Indenture.*
4.3    Eighth Supplemental Indenture to the 2017 Senior Indenture pursuant to which the 2021 Series B 2.95% Senior Notes due 2051 will be issued. The form of the 2021 Series B 2.95% Senior Notes due 2051 is included as Exhibit A to the Eighth 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.

 

VIRGINIA ELECTRIC AND POWER COMPANY
Registrant
 

/s/ James R. Chapman

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

Date: November 22, 2021