RICHMOND, Va., July 27, 2022 /PRNewswire/ — Dominion Energy, Inc. (NYSE: D), announced today that it will redeem for cash all outstanding shares of its Series A Cumulative Perpetual Convertible Preferred Stock (CUSIP Numbers 25746U 810 and 25746U DN6) (the Series A Preferred Stock) on Sept. 1, 2022 (the Redemption Date), at a price of $1,000 per share, which is equal to the Series A Preferred Stock’s per share liquidation preference.
A regular quarterly dividend on the Series A Preferred Stock of $4.375 per share will be paid separately on Sept. 1, 2022, to holders of record as of the close of business on Aug. 15, 2022 (the Record Date), in the customary manner. Accordingly, the redemption price for the Series A Preferred Stock does not include any accumulated and unpaid dividends. Unless Dominion Energy defaults in making payment of the redemption price, dividends on the Series A Preferred Stock will cease to accumulate on and after the Redemption Date. Following the redemption, no shares of Series A Preferred Stock will remain outstanding.
Shares of Series A Preferred Stock may be converted by holders at any time prior to the close of business on Aug. 31, 2022, which is the business day immediately preceding the Redemption Date, in accordance with Section IIIA(9) of Dominion Energy’s articles of incorporation. Dominion Energy has elected that the settlement method for the conversion of any shares of Series A Preferred Stock will be cash settlement as described in Section IIIA(9) of Dominion Energy’s articles of incorporation. The amount of cash per share of Series A Preferred Stock to be paid to any converting holder will be determined based on the conversion rate of the Series A Preferred Stock and the daily volume weighted average price of Dominion Energy’s common stock during a 20 consecutive trading day observation period beginning on, and including, the 21st scheduled trading day immediately preceding the Redemption Date. The current, as adjusted conversion rate for the Series A Preferred Stock is 11.2842 shares of common stock per share of Series A Preferred Stock. Any conversion of shares of Series A Preferred Stock will settle on Sept. 1, 2022.
Under the terms of the Series A Preferred Stock, any shares of Series A Preferred Stock converted after the close of business on the Record Date will be entitled to receive the regular quarterly dividend on the Series A Preferred Stock payable on Sept. 1, 2022, to the holder of such shares as of the close of business on the Record Date. Shares of Series A Preferred Stock converted prior to the close of business on the Record Date will not be entitled to any cash payment for accumulated and unpaid dividends.
All shares of Series A Preferred Stock are held through The Depository Trust Company (DTC) under either CUSIP Number 25746U 810 or CUSIP Number 25746U DN6 and will be redeemed or converted in accordance with DTC’s customary procedures. The notice of redemption to be provided to DTC may include additional information concerning the redemption and the Series A Preferred Stock.
The paying agent and conversion agent for the Series A Preferred Stock is:
Broadridge Corporate Issuer Solutions, Inc.
51 Mercedes Way
Edgewood, NY 11717
This press release does not constitute a notice of redemption, and holders of the Series A Preferred Stock will receive an official notice of redemption in accordance with the terms of the Series A Preferred Stock as set forth in Article IIIA of Dominion Energy’s articles of incorporation, which will also be issued today.
About 7 million customers in 14 states energize their homes and businesses with electricity or natural gas from Dominion Energy (NYSE: D), headquartered in Richmond, Va. The company is committed to sustainable, reliable, affordable and safe energy and to achieving net zero carbon dioxide and methane emissions from its power generation and gas infrastructure operations by 2050.
This release contains certain forward-looking statements with respect to the anticipated redemption of the company’s Series A Cumulative Perpetual Convertible Preferred Stock. Factors that could cause actual events or results to differ from those included in these statements, include, but are not limited to, the company having funds legally available for the redemption at the time of the redemption as required by Virginia law and under the terms of the Series A Preferred Stock, which could be adversely affected by a material adverse change in the company’s business and financial position. The company’s business and financial position may be materially affected by a number of factors that are identified in its Forms 10-K and 10-Q filed with the Securities and Exchange Commission. The company refers you to those discussions for further information. Any forward-looking statement speaks only as of the date on which it is made, and the company undertakes no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date on which it is made.
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SOURCE Dominion Energy
