UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 8.01 | Other Events. |
On October 5, 2021, Dominion Energy, Inc. (the Company) announced that its wholly owned intermediate holding company, Dominion Energy Questar Corporation (Dominion Energy Questar), entered into a Purchase and Sale Agreement (the Q-Pipe Purchase Agreement) with Southwest Gas Holdings, Inc. (Southwest Gas) providing for Dominion Energy Questar to sell Dominion Energy Questar Pipeline, LLC and related entities to Southwest Gas (the Q-Pipe Transaction) for a purchase price of approximately $1.545 billion (subject to certain adjustments) and the assumption of approximately $430 million of existing long-term debt. The Company expects the Q-Pipe Transaction will close on or prior to December 31, 2021.
The completion of the Q-Pipe Transaction is subject to customary closing conditions, including customary conditions regarding the accuracy of the representations and warranties and compliance by the parties in all material respects with their respective obligations under the Q-Pipe Purchase Agreement. The Q-Pipe Transaction is not subject to a financing condition.
Pursuant to the Q-Pipe Purchase Agreement, employees transferred as part of the Q-Pipe Transaction will have certain employment protections for generally 24 months following the closing date.
The Q-Pipe Purchase Agreement contains customary representations, warranties and covenants related to the conduct of the business and the Q-Pipe Transaction. Dominion Energy Questar and Southwest Gas each have agreed to indemnify the other party for losses arising from certain breaches of representations, warranties and covenants contained in the Q-Pipe Purchase Agreement and other liabilities, subject to certain limitations.
FORWARD-LOOKING STATEMENTS
This report contains certain forward-looking statements, with respect to certain future plans concerning the Q-Pipe Transaction. Factors that could cause actual results to differ include, but are not limited to: the risk that Dominion Energy or Southwest Gas may be unable to obtain necessary regulatory approvals for the Q-Pipe Transaction or required regulatory approvals may delay the Q-Pipe Transaction and the risk that conditions to the closing of the Q-Pipe Transaction may not be satisfied. Other risk factors are detailed from time to time in Dominion Energy’s quarterly reports on Form 10-Q and most recent annual report on Form 10-K filed with the Securities and Exchange Commission.
Item 9.01 | Financial Statements and Exhibits. |
Exhibits | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: October 5, 2021