Warren Buffett, chairman of Berkshire Hathaway, said: “I admire Tom Farrell for his exceptional leadership across the energy industry as well as within Dominion Energy. We are very proud to be adding such a great portfolio of natural gas assets to our already strong energy business.”
Pro-forma operating profile
Dominion Energy expects that up to 90 percent of its future operating earnings will come from its portfolio of best-in-class electric and natural gas state-regulated utility companies centered around five key states: Virginia, the Carolinas, Ohio, and Utah. Retained non-state regulated utility operations, most notably a 50 percent passive and unlevered interest in Cove Point — a bidirectional LNG facility in Maryland — and the company’s zero-carbon nuclear and solar contracted generation fleet, represent high-quality, long-term contracted, regulated-like assets with virtually no direct commodity exposure.
The Gas Transmission & Storage segment will be eliminated from Dominion Energy’s future reporting and operating structure. Dominion Energy’s retained interest in Cove Point will be reported under the Contracted Generation operating segment (which will be renamed Contracted Assets). The company will also retain its investments in renewable natural gas, earnings from which will be reported in Gas Distribution segment results.
Transaction overview
Dominion Energy has executed a definitive agreement to sell gas transmission and storage assets – including more than 7,700 miles of natural gas storage and transmission pipelines and about 900 billion cubic feet of gas storage that the company currently operates – to an affiliate of Berkshire Hathaway Energy in a transaction valued at approximately $9.7 billion, including the assumption of about $5.7 billion of existing indebtedness which will reduce Dominion Energy’s total leverage. The buyer will also make a cash payment of approximately $4 billion to Dominion Energy upon closing.
Said Farrell:
“Dominion Energy’s best-in-class gas transmission and storage business has been a major component of our success. Our talented employees set the standard for industry operating, environmental and safety performance and provide our customers with reliable, affordable, and safe service. They will be joining another of the foremost corporate organizations in Berkshire Hathaway Energy which has agreed to provide significant protections for existing employees and to honor existing union commitments.”
Assets covered by the sale agreement include the company’s ownership interests in Dominion Energy Transmission, Questar Pipeline (including Overthrust and White River Hub), Carolina Gas Transmission, Iroquois Gas Transmission System (50 percent interest), legacy gathering and processing operations, farmout acreage, as well as a 25 percent operating interest in Cove Point. These assets will be reclassified as discontinued operations for GAAP reporting and excluded from operating earnings for full-year 2020. The company’s interest in the Atlantic Coast Pipeline is not included in the transaction.
The transaction is expected to close during the fourth quarter. It requires Hart-Scott-Rodino clearance as well as approval from the U.S. Department of Energy.
Use of proceeds
The Dominion Energy Board of Directors has authorized the repurchase of common shares using after-tax adjusted transaction proceeds which the company estimates could total approximately $3 billion. This new authority has immediate effect and material repurchases are planned for late 2020 following transaction closing. Share repurchases are subject to market conditions, applicable securities laws, and other factors.
Operating earnings guidance
To reflect today’s announcements, Dominion Energy is revising its 2020 operating earnings guidance. The company now expects 2020 operating earnings of $3.37 to $3.63 per share. The company’s previous guidance was $4.25 to $4.60 per-share.