SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 2)
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. 2 (this “Amendment No. 2”) 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, as amended by Amendment No. 1 (the “Amendment No. 1”), filed with the SEC on May 20, 2024 (as amended, 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 amended by Amendment No. 1 and 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. 2 is to amend and supplement the Schedule TO to announce the final results of the Offer. 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. 2 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. 2 together with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.
ITEM 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented as follows:
On June 5, 2024, the Company issued a press release announcing the final results of the Offer, which expired one minute after 11:59 P.M., New York City time, on June 4, 2024. A copy of the press release is filed as Exhibit (a)(5)(B) to the Schedule TO and is incorporated herein by reference.
ITEM 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:
| (a)(5)(B) |
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: June 5, 2024 | ||
EXHIBIT INDEX
| * | Filed herewith |
| ** | Filed previously |
