SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 1)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
DOMINION ENERGY, INC.
(Name of Subject Company (Issuer))
DOMINION ENERGY, INC., AS ISSUER
(Name of Filing Persons (Identifying status as offeror, issuer, or other person))
4.65% Series B Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock
(Title of Class of Securities)
25746UDD8
(CUSIP Number of Class of Securities)
Carlos M. Brown
Executive Vice President, Chief Legal Officer and Corporate Secretary
Dominion Energy, Inc.
120 Tredegar Street
Richmond, Virginia 23219
(804) 819-2284
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)
Copies to:
Hannah Thompson Frank
McGuireWoods LLP
Gateway Plaza
800 East Canal Street
Richmond, Virginia 23219
(412) 667-7936
☐ Check the box if filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☐ | third-party tender offer subject to Rule 14d-1. |
| ☒ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going-private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO originally filed by Dominion Energy, Inc., a Virginia corporation (the “Company”), with the Securities and Exchange Commission (“SEC”) on May 7, 2024 (the “Schedule TO”). The Schedule TO relates to the offer by the Company to purchase for cash any and all of its outstanding 4.65% Series B Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, without par value, with a $1,000 liquidation preference per share (the “Series B Preferred Shares”), at a purchase price of $997.50 per share, plus Accrued Dividends (as defined in the Offer to Purchase), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 7, 2024 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and in the accompanying Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal,” and which together with the Offer to Purchase, constitutes the “Offer”), copies of which were filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule TO.
The purpose of this Amendment No. 1 is to amend and supplement the Schedule TO to indicate that the Financing Condition (as defined in the Offer to Purchase) has been satisfied. Except as specifically provided herein, the information contained in the Schedule TO, the Offer to Purchase and the Letter of Transmittal remains unchanged and this Amendment No. 1 does not modify any of the information previously reported on Schedule TO and in the Offer to Purchase or the Letter of Transmittal. You should read this Amendment No. 1 together with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.
Offer to Purchase (Exhibit (a)(1)(A) to the Schedule TO)
The information in the Offer to Purchase, to the extent such information is incorporated by reference into Items 1 through 11 of the Offer to Purchase, is hereby amended and supplemented as follows:
Important
On page i, the fourth sentence in the first paragraph of this section is hereby amended and restated as follows:
“The Notes Offering priced on May 6, 2024 and closed on May 20, 2024, at which time the Financing Condition was satisfied.”
Summary Term Sheet
On page 1, the fourth sentence in the row entitled “Source and Amount of Funds” is hereby amended and restated as follows:
“The Notes Offering priced on May 6, 2024 and closed on May 20, 2024, at which time the Financing Condition was satisfied.”
Section 6 – Conditions of the Offer
On page 16, the second paragraph on that page is hereby amended and restated as follows:
“The “Financing Condition” refers to the consummation of the Notes Offering. The Notes Offering priced on May 6, 2024 and closed on May 20, 2024, at which time the Financing Condition was satisfied.”
Section 8 – Source and Amount of Funds
On page 16, the fourth sentence of the section is hereby amended and restated as follows:
“The Notes Offering priced on May 6, 2024 and closed on May 20, 2024, at which time the Financing Condition was satisfied. The Notes were issued in two separate series: (i) $1.0 billion of 2024 Series A Enhanced Junior Subordinated Notes due 2055 and (ii) $1.0 billion of 2024 Series B Enhanced Junior Subordinated Notes due 2054. The Series A Notes will mature on February 1, 2055 and will bear interest at an initial rate of 6.875%, which rate will first reset on February 1, 2030. The Series B Notes will mature on June 1, 2054 and will bear interest at an initial rate of 7.000%, which rate will first reset on June 1, 2034. Either series of the Notes may be redeemed at par, at the Company’s option, in whole or in part, beginning 90 days prior to the applicable first interest rate reset date and on any applicable interest payment date thereafter.”
| ITEM | 12. Exhibits. |
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| DOMINION ENERGY, INC. | ||
| By: | /s/ Steven D. Ridge | |
| Name: Steven D. Ridge | ||
Title: Executive Vice President and Chief Financial Officer
Date: May 20, 2024 | ||
EXHIBIT INDEX
| * | Filed herewith |
| ** | Filed previously |
