| Item 5.03 | Amendments to Articles of Incorporation or Bylaws |
On June 12, 2019, Dominion Energy, Inc. (the “Company”) filed Articles of Amendment to its Articles of Incorporation with the Virginia State Corporation Commission amending the Company’s Articles of Incorporation, effective at 9:15 a.m. Eastern Time on June 14, 2019. The Articles of Amendment created a new series of the Company’s Preferred Stock, which is designated the 1.75% Series A Cumulative Perpetual Convertible Preferred Stock (the “Convertible Preferred Stock”).
A copy of the Articles of Incorporation, as amended and restated effective June 14, 2019, is attached as Exhibit 3.1 and is incorporated by reference herein.
In the Company’s prospectus supplement, dated June 11, 2019, and its prospectus, dated June 30, 2017, the Company offered to investors up to 14,000,000 of the Company’s equity units initially in the form of corporate units (“2019 Series A Corporate Units”). The prospectus supplement also covered an additional 2,100,000 2019 Series A Corporate Units in the event of the exercise by the underwriters named in the prospectus supplement of an overallotment option granted by the Company. The 2019 Series A Corporate Units were offered and sold pursuant to an underwriting agreement dated June 11, 2019 (the “2019 Series A Underwriting Agreement”) among the Company and certain representatives on behalf of the underwriters named therein (the “2019 Series A Underwriters”).
Each 2019 Series A Corporate Unit has a stated amount of $100 and is comprised of (i) a purchase contract which will obligate the holder to purchase from the Company, no later than June 1, 2022, a certain number of shares of the Company’s common stock, without par value, for $100 in cash, and (ii) a 1/10 undivided beneficial ownership interest in one share of the Company’s Convertible Preferred Stock. Holders of the 2019 Series A Corporate Units will be entitled to receive (i) quarterly dividends on the Convertible Preferred Stock, when, as and if declared by the Board of Directors of the Company (the “Board”) at a rate of 1.75% per year on the $1,000 liquidation preference per share of Convertible Preferred Stock and (ii) quarterly contract adjustment payments at a rate of 5.50% per year on the stated amount of $100 per equity unit.
The purchase contracts for the 2019 Series A Corporate Units are being issued pursuant to a Purchase Contract and Pledge Agreement dated as of June 14, 2019 (the “2019 Series A Purchase Contract and Pledge Agreement”), among the Company, Deutsche Bank Trust Company Americas, in its capacity as the purchase contract agent, and HSBC Bank USA, National Association, in its capacity as the collateral agent, custodial agent and securities intermediary. Under the terms of the 2019 Series A Purchase Contract and Pledge Agreement, the Convertible Preferred Stock underlying each 2019 Series A Corporate Unit is being pledged as collateral to secure the holders’ obligation to purchase the shares of common stock under the purchase contracts that form a part of the 2019 Series A Corporate Units. The Convertible Preferred Stock will be remarketed, subject to certain terms and conditions, prior to the related purchase contract settlement date pursuant to the terms of the 2019 Series A Purchase Contract and Pledge Agreement and a remarketing agreement to be entered into among the Company, Deutsche Bank Trust Company Americas, as purchase contract agent, and a remarketing agent or agents to be designated by the Company (the “2019 Series A Remarketing Agreement”).
The foregoing disclosure is qualified in its entirety by reference to the 2019 Series A Underwriting Agreement which is attached hereto as Exhibit 1.1, the 2019 Series A Purchase Contract and Pledge Agreement, which is attached hereto as Exhibit 4.1, the form of the 2019 Series A Corporate Units, which is attached hereto as Exhibit 4.2, the form of the 2019 Series A Treasury Units, which is attached hereto as Exhibit 4.3, the form of the 2019 Series A Cash Settled Units, which is attached hereto as Exhibit 4.4, the form of Common Stock Certificate, which is attached hereto as Exhibit 4.5, and the form of Convertible Preferred Stock Certificate, which is attached hereto as Exhibit 4.6.
