Dominion Energy Inc /Va/ Sample Contracts

Dominion Energy Inc /Va/ – Dominion Energy Announces Second-Quarter Earnings (July 31st, 2019)

RICHMOND, Va. – Dominion Energy (NYSE: D) today announced unaudited reported earnings determined in accordance with Generally Accepted Accounting Principles (reported earnings) for the three months ended June 30, 2019 of $54 million ($0.05 per share) compared with net income of $449 million ($0.69 per share) for the same period in 2018.

Dominion Energy Inc /Va/ – FOURTEENTH SUPPLEMENTAL INDENTURE BETWEEN DOMINION ENERGY, INC. AND DEUTSCHE BANK TRUST COMPANY AMERICAS SERIES TRUSTEE DATED AS OF JUNE 27, 2019 SERIES A-1 2.715% JUNIOR SUBORDINATED NOTES DUE 2021 (formerly designated 2016 Series A-1 2.0% Remarketable Subordinated Notes due 2021) (June 27th, 2019)

THIS FOURTEENTH SUPPLEMENTAL INDENTURE, dated as of June 27, 2019 (the “Fourteenth Supplemental Indenture”), is between DOMINION ENERGY, INC., a Virginia corporation, having its principal office at 120 Tredegar Street, Richmond, Virginia 23219 (the “Company”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee of the series of Securities established by the Sixth Supplemental Indenture (hereinafter defined), having a corporate trust office at 60 Wall Street, 24th Floor, New York, New York 10005 (herein called the “Series Trustee”).

Dominion Energy Inc /Va/ – FIFTEENTH SUPPLEMENTAL INDENTURE BETWEEN DOMINION ENERGY, INC. AND DEUTSCHE BANK TRUST COMPANY AMERICAS SERIES TRUSTEE DATED AS OF JUNE 27, 2019 SERIES A-2 3.071% JUNIOR SUBORDINATED NOTES DUE 2024 (formerly designated 2016 Series A-2 2.0% Remarketable Subordinated Notes due 2024) (June 27th, 2019)

THIS FIFTEENTH SUPPLEMENTAL INDENTURE, dated as of June 27, 2019 (the “Fifteenth Supplemental Indenture”), is between DOMINION ENERGY, INC., a Virginia corporation, having its principal office at 120 Tredegar Street, Richmond, Virginia 23219 (the “Company”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee of the series of Securities established by the Twelfth Supplemental Indenture (hereinafter defined), having a corporate trust office at 60 Wall Street, 24th Floor, New York, New York 10005 (herein called the “Series Trustee”).

Dominion Energy Inc /Va/ – Dominion Energy, Inc. Articles of Incorporation As amended and restated, effective June 14, 2019 (June 14th, 2019)
Dominion Energy Inc /Va/ – McGuireWoods LLP Gateway Plaza (June 14th, 2019)

We have acted as special counsel to Dominion Energy, Inc., a Virginia corporation (the “Company”), in connection with (i) the Registration Statement on Form S-3 (File No. 333-219088) (the “Registration Statement”), which was filed by the Company with the Securities and Exchange Commission (the “SEC”) in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of certain securities of the Company, and (ii) the issuance by the Company of up to 16,100,000 2019 Series A Equity Units (the “Series A Equity Units”) as described in the Company’s Prospectus, dated June 30, 2017 (the “Prospectus”) and Prospectus Supplement, dated June 11, 2019 as filed by the Company on June 13, 2019 (the “Series A Prospectus Supplement”). The Registration Statement became effective on June 30, 2017. This opinion letter is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K promulgated under the Act.

Dominion Energy Inc /Va/ – SERIES A PURCHASE CONTRACT AND PLEDGE AGREEMENT Dated as of June 14, 2019 among Dominion Energy, Inc. and Deutsche Bank Trust Company Americas, as Purchase Contract Agent, and HSBC Bank USA, National Association, as Collateral Agent, Custodial Agent and Securities Intermediary (June 14th, 2019)

SERIES A PURCHASE CONTRACT AND PLEDGE AGREEMENT, dated as of June 14, 2019 among Dominion Energy, Inc., a Virginia corporation (the “Company”), Deutsche Bank Trust Company Americas, not individually, but acting solely as purchase contract agent for, and as attorney-in-fact of, the Holders from time to time of the Units (in such capacities, together with its successors and assigns in such capacities, the “Purchase Contract Agent”), and HSBC Bank USA, National Association, a national banking association, as collateral agent hereunder for the benefit of the Company (in such capacity, together with its successors in such capacity, the “Collateral Agent”), as custodial agent (in such capacity, together with its successors in such capacity, the “Custodial Agent”), and as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (in such capacity, together with its successors in such capacity, the “Securities Intermediary”).

Dominion Energy Inc /Va/ – DOMINION ENERGY, INC. 14,000,000 2019 Series A Corporate Units UNDERWRITING AGREEMENT June 11, 2019 (June 14th, 2019)
Dominion Energy Inc /Va/ – Dominion Energy, Inc. Articles of Incorporation (May 10th, 2019)
Dominion Energy Inc /Va/ – Dominion Energy Announces First-Quarter Earnings (May 3rd, 2019)

RICHMOND, Va. – Dominion Energy (NYSE: D) today announced an unaudited net loss determined in accordance with Generally Accepted Accounting Principles (reported earnings) for the three months ended March 31, 2019 of  $680 million ($0.86 per share) compared with net income of $503 million ($0.77 per share) for the same period in 2018.

Dominion Energy Inc /Va/ – March 13, 2019 (March 13th, 2019)
Dominion Energy Inc /Va/ – DOMINION ENERGY, INC. $200,000,000 2018 Series B 4.25% Senior Notes due 2028 $400,000,000 2019 Series A 4.60% Senior Notes due 2049 UNDERWRITING AGREEMENT (March 13th, 2019)
Dominion Energy Inc /Va/ – DOMINION ENERGY, INC. Issuer AND DEUTSCHE BANK TRUST COMPANY AMERICAS Trustee Sixteenth Supplemental Indenture Dated as of March 1, 2019 2019 Series A 4.60% Senior Notes due 2049 (March 13th, 2019)

This Table of Contents does not constitute part of the Indenture or have any bearing upon the interpretation of any of its terms and provisions.

Dominion Energy Inc /Va/ – AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 26, 2018 BY AND AMONG DOMINION ENERGY, INC., TREDEGAR STREET MERGER SUB, LLC, DOMINION ENERGY MIDSTREAM PARTNERS, LP, AND DOMINION ENERGY MIDSTREAM GP, LLC (November 27th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of November 26, 2018 (the “Execution Date”), is entered into by and among Dominion Energy, Inc., a Virginia corporation (“Parent”), Tredegar Street Merger Sub, LLC, a Delaware limited liability company and an indirect, wholly owned subsidiary of Parent (“Merger Sub”), Dominion Energy Midstream Partners, LP, a Delaware limited partnership (“DM”), and Dominion Energy Midstream GP, LLC, a Delaware limited liability company and the general partner of DM (“DM General Partner”).

Dominion Energy Inc /Va/ – Dominion Energy, Dominion Energy Midstream Announce Definitive Merger Agreement (November 27th, 2018)

Dominion Energy agrees to acquire Dominion Energy Midstream common units for 0.2492 Dominion Energy common shares per Dominion Energy Midstream unit

Dominion Energy Inc /Va/ – 364-DAY TERM LOAN CREDIT AGREEMENT among DOMINION ENERGY, INC., as the Borrower, The Several Banks and Other Financial Institutions from Time to Time Parties Hereto, as Lenders TORONTO DOMINION (TEXAS) LLC, as Administrative Agent, TD SECURITIES (USA) LLC as Lead Arranger and Bookrunner Dated as of as of June 14, 2018 (June 15th, 2018)

364-DAY TERM LOAN CREDIT AGREEMENT (this “Credit Agreement”), dated as of June 14, 2018 among DOMINION ENERGY, INC., a Virginia corporation (the “Borrower”), the several banks and other financial institutions from time to time parties to this Credit Agreement (each a “Lender” and, collectively, the “Lenders”), and TORONTO DOMINION (TEXAS) LLC (“TD”), as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”).

Dominion Energy Inc /Va/ – McGuireWoods LLP Gateway Plaza 800 East Canal Street Richmond, VA 23219-3916 Phone: 804.775.1000 Fax: 804.775.1061 www.mcguirewoods.com (June 5th, 2018)
Dominion Energy Inc /Va/ – DOMINION ENERGY, INC. Issuer AND DEUTSCHE BANK TRUST COMPANY AMERICAS Trustee Fifteenth Supplemental Indenture Dated as of June 1, 2018 2018 Series B 4.25% Senior Notes due 2028 (June 5th, 2018)

THIS FIFTEENTH SUPPLEMENTAL INDENTURE is made as of the 1st day of June, 2018, by and between DOMINION ENERGY, INC. (formerly Dominion Resources, Inc.), a Virginia corporation, having its principal office at 120 Tredegar Street, Richmond, Virginia 23219 (the “Company”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Trustee, having a corporate trust office at 60 Wall Street, 16th Floor, New York, New York 10005 (herein called the “Trustee”).

Dominion Energy Inc /Va/ – DOMINION ENERGY, INC. $300,000,000 2018 Series B 4.25% Senior Notes due 2028 UNDERWRITING AGREEMENT (June 5th, 2018)
Dominion Energy Inc /Va/ – DOMINION ENERGY, INC. 20,000,000 Shares of Common Stock UNDERWRITING AGREEMENT March 27, 2018 (April 2nd, 2018)
Dominion Energy Inc /Va/ – McGuireWoods LLP Gateway Plaza 800 East Canal Street Richmond, VA 23219 Phone: 804.775.1000 Fax: 804.775.1061 www.mcguirewoods.com (April 2nd, 2018)
Dominion Energy Inc /Va/ – To: Dominion Energy, Inc. 120 Tredegar Street Richmond, Virginia 23219 A/C: To be provided by Dealer From: Credit Suisse Capital LLC c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010 Re: Issuer Share Forward Sale Transaction Date: March 27, 2018 (April 2nd, 2018)

The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the “Transaction”) between Credit Suisse Capital LLC (“Dealer”), with Credit Suisse Securities (USA) LLC (“Agent”), as agent, and Dominion Energy, Inc. (“Counterparty”). This communication constitutes a “Confirmation” as referred to in the Agreement specified below. This Confirmation is a confirmation for purposes of Rule 10b-10 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Dominion Energy Inc /Va/ – To: Dominion Energy, Inc. 120 Tredegar Street Richmond, Virginia 23219 A/C: 042956276 From: Goldman Sachs & Co. LLC Re: Issuer Share Forward Sale Transaction Date: March 27, 2018 (April 2nd, 2018)

The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the “Transaction”) between Goldman Sachs & Co. LLC (“Dealer”) and Dominion Energy, Inc. (“Counterparty”). This communication constitutes a “Confirmation” as referred to in the Agreement specified below. This Confirmation is a confirmation for purposes of Rule 10b-10 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Dominion Energy Inc /Va/ – THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT among DOMINION ENERGY, INC., VIRGINIA ELECTRIC AND POWER COMPANY, DOMINION ENERGY GAS HOLDINGS, LLC AND QUESTAR GAS COMPANY, as Borrowers, The Several Lenders from Time to Time Parties Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, MIZUHO BANK, LTD., BANK OF AMERICA, N.A., THE BANK OF NOVA SCOTIA AND WELLS FARGO BANK, N.A. as Syndication Agents, J.P. MORGAN CHASE BANK, N.A., MIZUHO BANK, LTD., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, THE BANK OF NOVA SCOTIA AND WELLS FARGO SECURITIES, LLC as Joint Lead Arrangers and (March 26th, 2018)

THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Credit Agreement”), dated as of March 20, 2018 among DOMINION ENERGY, INC., a Virginia corporation, VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation, DOMINION ENERGY GAS HOLDINGS, LLC, a Virginia limited liability company, and QUESTAR GAS COMPANY, a Utah corporation (each of the above, individually, a “Borrower” and collectively, the “Borrowers”), the several banks and other financial institutions from time to time parties to this Credit Agreement (each a “Lender” and, collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”), and Mizuho Bank, Ltd., Bank of America, N.A., The Bank of Nova Scotia and Wells Fargo Bank, N.A., as Syndication Agents.

Dominion Energy Inc /Va/ – McGuireWoods LLP Gateway Plaza 800 East Canal Street Richmond, VA 23219 Phone: 804.775.1000 Fax: 804.775.1061 www.mcguirewoods.com (March 1st, 2018)
Dominion Energy Inc /Va/ – Dominion Energy, Inc. Consolidated Statements of Income * Unaudited (GAAP Based) (millions, except per share amounts) (February 27th, 2018)

* The notes contained in Dominion Energy’s most recent quarterly report on Form 10-Q or annual report on Form 10-K are an integral part of the Consolidated Financial Statements.

Dominion Energy Inc /Va/ – 364-DAY TERM LOAN CREDIT AGREEMENT among DOMINION ENERGY, INC., as the Borrower, The Several Lenders from Time to Time Parties Hereto, THE BANK OF NOVA SCOTIA, as Administrative Agent, THE BANK OF NOVA SCOTIA as Lead Arranger and Bookrunner Dated as of as of February 9, 2018 (February 15th, 2018)

364-DAY TERM LOAN CREDIT AGREEMENT (this “Credit Agreement”), dated as of February 9, 2018 among DOMINION ENERGY, INC., a Virginia corporation (the “Borrower”), the several banks and other financial institutions from time to time parties to this Credit Agreement (each a “Lender” and, collectively, the “Lenders”) and THE BANK OF NOVA SCOTIA (“Scotiabank”), as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”).

Dominion Energy Inc /Va/ – UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (February 14th, 2018)

The unaudited pro forma consolidated financial statements of Dominion Energy, Inc. (Dominion Energy) consist of a condensed consolidated balance sheet at September 30, 2017, consolidated statement of income for the nine months ended September 30, 2017 and consolidated statement of income for the year ended December 31, 2016, which reflect Dominion Energy’s anticipated acquisition of SCANA Corporation (SCANA), expected to occur by the end of 2018. The unaudited pro forma consolidated financial statements included herein have been derived from the following historical financial statements:

Dominion Energy Inc /Va/ – NEWS RELEASE (February 1st, 2018)

RICHMOND, Va., and CAYCE, S.C. – Dominion Energy, Inc. (NYSE: D), and SCANA Corporation (NYSE: SCG) announced today that their proposed combination has cleared a key condition needed for completion.

Dominion Energy Inc /Va/ – Dominion Energy Announces Fourth-Quarter and Full-Year 2017 Earnings (January 29th, 2018)

RICHMOND, Va. – Dominion Energy (NYSE: D) today announced unaudited reported earnings determined in accordance with Generally Accepted Accounting Principles (reported earnings) for the three months ended Dec. 31, 2017, of $1.4 billion ($2.25 per share) compared with earnings of $457 million ($0.73 per share) for the same period in 2016.

Dominion Energy Inc /Va/ – Dominion Energy Announces Fourth-Quarter and Full-Year 2017 Earnings (January 29th, 2018)

RICHMOND, Va. – Dominion Energy (NYSE: D) today announced unaudited reported earnings determined in accordance with Generally Accepted Accounting Principles (reported earnings) for the three months ended Dec. 31, 2017, of $1.4 billion ($2.25 per share) compared with earnings of $457 million ($0.73 per share) for the same period in 2016.

Dominion Energy Inc /Va/ – AGREEMENT AND PLAN OF MERGER by and among DOMINION ENERGY, INC., SEDONA CORP. and SCANA CORPORATION Dated as of January 2, 2018 (January 5th, 2018)

This AGREEMENT AND PLAN OF MERGER, dated as of January 2, 2018 (this “Agreement”), is entered into by and among DOMINION ENERGY, INC., a Virginia corporation (“Parent”), SEDONA CORP., a South Carolina corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”) and SCANA CORPORATION, a South Carolina corporation (the “Company”).

Dominion Energy Inc /Va/ – Contract (January 5th, 2018)

THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT D—Dominion Energy Inc and SCANA Corp Merger Conference Call EVENT DATE/TIME: JANUARY 03, 2018 / 2:00PM GMT OVERVIEW: Co. reported that it has announced a merger agreement between Co. and SCANA Corporation for a total transaction value of $14.6b. THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2018 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. ‘Thomson Reuters’ and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies.

Dominion Energy Inc /Va/ – RE: Important Notice of Blackout Period and Regulation BTR Trading Restrictions (December 1st, 2017)

Federal securities laws require us to send you a notice whenever restrictions are imposed on your ability to trade in common stock of Dominion Energy, Inc. ("Dominion Energy" or the "Company") due to a blackout period under an individual account retirement plan sponsored by the Company. A blackout period under the Dominion Questar 401(k) Retirement Income Plan (the "Questar 401(k) Plan") will begin at 4:00 PM Eastern Time on December 27, 2017 and is expected to end at 9:00 AM Eastern Time on January 8, 2018 (the "Blackout Period"). The Blackout Period is necessary to facilitate the merger of the Questar 401(k) Plan into the Dominion Energy Savings Plan. During the Blackout Period, Questar 401(k) Plan participants will be unable to borrow or take distributions from their Plan accounts, or direct or diversify their Plan investments, including with respect to Dominion Energy common stock.

Dominion Energy Inc /Va/ – DOMINION ENERGY, INC., Issuer AND DEUTSCHE BANK TRUST COMPANY AMERICAS Trustee Indenture Dated as of November 1, 2017 Variable Denomination Floating Rate Demand Notes (November 2nd, 2017)

INDENTURE dated as of November 1, 2017, between DOMINION ENERGY, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia (herein called the “Company”), having its principal office at 120 Tredegar Street, Richmond, Virginia 23219, and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, duly organized and existing under the laws of the State of New York, having its Corporate Trust Office at 60 Wall Street, 16th Floor, New York, New York 10005, as Trustee (herein called the “Trustee”).

Dominion Energy Inc /Va/ – Dominion Energy Announces Third-Quarter Earnings (October 30th, 2017)

RICHMOND, Va. – Dominion Energy (NYSE: D) today announced unaudited reported earnings determined in accordance with Generally Accepted Accounting Principles (reported earnings) for the three months ended Sept. 30, 2017, of $665 million ($1.03 per share) compared with earnings of $690 million ($1.10 per share) for the same period in 2016.