UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On March 6, 2024, Dominion Energy, Inc. (Dominion Energy) completed the previously announced disposition of Dominion Energy Questar Corporation (the Company), including the East Ohio Gas Company (d/b/a Dominion Energy Ohio) (East Ohio) and related entities, pursuant to the Purchase and Sale Agreement dated as of September 5, 2023 (the Purchase Agreement), by and between Dominion Energy and Enbridge Elephant Holdings, LLC (the Purchaser), a wholly-owned subsidiary of Enbridge Inc., a Canadian corporation (the Transaction). Pursuant to the Purchase Agreement, Dominion Energy sold to Purchaser, and Purchaser purchased from Dominion Energy, all of Dominion Energy’s right, title and interest in and to all of the issued and outstanding shares of capital stock in the Company.
At the closing of the Transaction, Purchaser provided total consideration of approximately $4.3 billion in cash, subject to post-closing adjustments, and the assumption by Purchaser of approximately $2.3 billion of related long-term debt, totaling a value of $6.6 billion for the Transaction.
East Ohio includes Dominion Energy’s regulated natural gas sales, transportation, gathering, storage and distribution operations in Ohio that serves approximately 1.2 million residential customers.
The Purchase Agreement and the Transaction contemplated thereby are more fully described in Dominion Energy’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on September 5, 2023, which description is incorporated herein by reference. Such description and the foregoing description of the Transaction and the Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 2.1 hereto and to such Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(b) Pro forma financial information
Pro forma financial information with respect to the Transaction is not required to be filed with this Current Report on Form 8-K because Dominion Energy has previously reported the results of the disposed business as discontinued operations in its Annual Report on Form 10-K for the year ended December 31, 2023.
(d) Exhibits
| 2.1 | Purchase and Sale Agreement, dated as of September 5, 2023, by and between Dominion Energy, Inc. and Enbridge Elephant Holdings, LLC (Exhibit 2.1, Form 8-K filed September 5, 2023, File No. 001-08489, incorporated by reference). | |
| 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/ Steven D. Ridge | ||
| Name: | Steven D. Ridge | |
| Title: | Executive Vice President and Chief Financial Officer | |
Date: March 7, 2024