Item 1.01 Entry into a Material Definitive Agreement.
On June 9, 2021, Dominion Energy, Inc. (Dominion Energy) and its wholly-owned
subsidiaries, Virginia Electric and Power Company (Virginia Power), Questar Gas
Company (Questar Gas) and Dominion Energy South Carolina, Inc. (DESC), entered
into a $6,000,000,000 Fifth Amended and Restated Revolving Credit Agreement (the
Core Credit Facility) with JPMorgan Chase Bank, N.A., as Administrative Agent,
Mizuho Bank, Ltd. (Mizuho), Bank of America, N.A., The Bank of Nova Scotia and
Wells Fargo Bank, N.A., as Syndication Agents, J.P. Morgan Securities LLC and
Mizuho, as Co-Sustainability Structuring Agent, and the other lenders named
therein.
The primary purpose of the Core Credit Facility, which amends and restates its
predecessor agreement (the Prior Facility) in its entirety, is to link a
discount in pricing of certain fees to be paid and amounts borrowed by Dominion
Energy under the Core Credit Facility to Dominion Energy's achievement of annual
renewable electric generation and diversity and inclusion objectives. The
changes introduced in the Core Credit Facility otherwise do not affect the
economic terms under the Prior Facility. The Core Credit Facility also
incorporates certain administrative and related changes, including with respect
to the anticipated transition from the London Inter-Bank Offered Rate to an
alternative benchmark rate.
Dominion Energy and the co-borrowers can use the Core Credit Facility to support
bank borrowings and the issuance of commercial paper, as well as to support the
issuance of letters of credit. The changes reflected in the Core Credit Facility
are not expected to have any material impact on the annual cost or availability
of funds to Dominion Energy. The full amount of the Core Credit Facility is
available to Dominion Energy less any amounts outstanding to co-borrowers
Virginia Power, Questar Gas and DESC and subject to any sub-limits for Dominion
Energy agreed to among Dominion Energy and the co-borrowers from time to time.
The Core Credit Facility matures in June 2026, unless extended.
Also on June 9, 2021, Dominion Energy entered into a $900,000,000 Sustainability
Revolving Credit Agreement (the Supplemental Credit Facility, and, together with
the Core Credit Facility, the Credit Facilities) with Sumitomo Mitsui Banking
Corporation (SMBC), as Administrative Agent and Sustainability Coordinator,
SMBC, The Bank of Nova Scotia and The Toronto-Dominion Bank, New York Branch, as
Joint Lead Arrangers and Joint Bookrunners, and the other lenders named therein.
The Supplemental Credit Facility offers a reduced interest rate margin with
respect to borrowed amounts allocated to certain environmental sustainability or
social justice initiatives. Proceeds of the Supplemental Credit Facility also
may be used for general corporate purposes, but such proceeds will not be
eligible for a reduced interest rate margin. Dominion Energy intends to use
proceeds of the Supplemental Credit Facility to support green and social
investment initiatives and for general corporate purposes. The Supplemental
Credit Facility matures in June 2024.
The foregoing description of the Credit Facilities does not purport to be
complete and is qualified in its entirety by reference to the complete text of
such agreements, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 to
this Current Report on Form 8-K and are incorporated by reference herein.
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Item 9.01 Financial Statements and Exhibits.
Exhibits
10.1 $6,000,000,000 Fifth Amended and Restated Credit Agreement, dated as of
June 9, 2021, among Dominion Energy, Inc., Virginia Electric and Power
Company, Questar Gas Company, Dominion Energy South Carolina, Inc.,
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 Securities LLC and Mizuho Bank, Ltd.,
as Co-Sustainability Structuring Agent, and the other lenders named
therein.*
10.2 $900,000,000 Sustainability Revolving Credit Agreement, dated as of
June 9, 2021, among Dominion Energy, Inc., Sumitomo Mitsui Banking
Corporation, as Administrative Agent and Sustainability Coordinator,
Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia and The
Toronto- Dominion Bank, New York Branch, as Joint Lead Arrangers and Joint
Bookrunners, and the other lenders named therein.*
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* Filed herewith.
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