REG - Dominion Energy Gas - Communication of Inside Information
COMMUNICATION OF INSIDE INFORMATION CONCERNING
DOMINION ENERGY GAS HOLDINGS, LLC
€250,000,000 1.45% Series B Senior Notes due 2026 (the Securities)
The Securities are admitted to the regulated market of the Irish Stock Exchange plc (trading as Euronext Dublin) and to trading on its regulated market.
This announcement contains inside information as defined in Article 7 of the Market Abuse Regulation (EU) 596/2014 (the Market Abuse Regulation) and is disclosed in accordance with the Issuer's obligations under Article 17 of the Market Abuse Regulation.
On July 5, 2020, at 3:00 p.m. EDT, Dominion Energy, Inc. (Dominion Energy), the parent company of Dominion Energy Gas Holdings, LLC (the Company) issued a press release announcing that it has entered into a Purchase and Sale Agreement (the Purchase Agreement) with Berkshire Hathaway Energy Company (BHE) pursuant to which Dominion Energy will sell substantially all of its Gas Transmission & Storage operating segment, including all of its membership interests in the Company (the Transaction). The Transaction will represent a change of control event for the Company.
Prior to the Transaction, a 50% limited partnership interest in Dominion Energy Cove Point LNG, LP (Cove Point) will be transferred from the Company to an unaffiliated entity of Dominion Energy, and the Company will retain 100% of the general partnership interest and 25% of the total limited partnership interests in Cove Point. Also prior to the closing of the Transaction, the Company's subsidiary Dominion Energy Transmission, Inc. will transfer to an unrelated subsidiary of Dominion Energy the existing Construction, Operation and Maintenance Agreement with Atlantic Coast Pipeline, LLC.
The completion of the Transaction is subject to certain regulatory approvals, including clearance or approval from the U.S. Department of Energy and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR). If HSR approval is not obtained by 75 days following the date of the Purchase Agreement, Dominion Energy may, at its option, elect to terminate the Transaction with respect to certain specific entities, including Dominion Energy Questar Pipeline, LLC, a wholly owned subsidiary of the Company.
The Transaction is expected to close in the fourth quarter of 2020, subject to satisfaction of the foregoing conditions, among other things.
Dominion Energy will file a copy of the Purchase Agreement and furnish slide materials regarding the Transaction on Form 8-K, filed with the United States Securities and Exchange Commission on July 6, 2020.
FORWARD-LOOKING STATEMENTS
This report contains certain forward-looking statements, including the discussion of a possible change of control event for the Company and the disposition of certain Company assets. Factors that could cause actual results to differ include, but are not limited to: the expected timing and likelihood of completion of the Transaction with BHE; the risk that Dominion Energy or BHE may be unable to obtain necessary regulatory approvals for the transaction or required regulatory approvals may delay the transaction; and the risk that conditions to the closing of the transaction may not be satisfied. Other risk factors are detailed from time to time in the Company's quarterly reports on Form 10-Q and most recent annual report on Form 10-K filed with the Securities and Exchange Commission.
DOMINION ENERGY GAS HOLDINGS, LLC
James R. Chapman
Executive Vice President, Chief Financial Officer and Treasurer
Date: July 6, 2020
This announcement has been issued through the Companies Announcement Service of Euronext Dublin.
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