McGuireWoods LLP advised Dominion Energy, Inc. in its definitive agreement to combine with NextEra Energy, Inc. in an all-stock transaction with an enterprise value of approximately $420 billion and a market capitalization of approximately $249 billion. The merger would create the world’s largest regulated electric utility business by market cap and one of the world’s largest energy infrastructure companies.
Upon completion of the transaction, NextEra Energy shareholders are expected to own approximately 74.5% of the combined company and Dominion Energy shareholders are expected to own approximately 25.5%. Dominion Energy shareholders also will continue to receive Dominion Energy’s current quarterly dividend through closing, plus a one-time cash payment of $360 million at closing.
The combined company will be an industry leader in nearly every category, including No. 1 in the world in renewables and battery storage; No. 1 in the U.S. in total generation, gas generation, rate base and market capitalization; and No. 2 in the U.S. in nuclear generation. It will serve approximately 10 million utility customer accounts across Florida, Virginia, North Carolina and South Carolina, own 110 gigawatts of generation across a broad mix of energy sources and maintain a business mix that is more than 80% regulated. The agreement also includes proposed bill credits totaling $2.25 billion spread over two years after closing for Dominion Energy customers in Virginia, North Carolina and South Carolina.
The transaction has been unanimously approved by the boards of directors of both companies and is expected to close in 12 to 18 months, subject to customary closing conditions and approvals, including approvals by the shareholders of NextEra Energy and Dominion Energy; the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act; approval by the Federal Energy Regulatory Commission (FERC) under Section 203 of the Federal Power Act; approval by the Nuclear Regulatory Commission; and review and approval by the Virginia State Corporation Commission, the North Carolina Utilities Commission and the Public Service Commission of South Carolina.
Partner Joanne Katsantonis and associate John M. Yates led the McGuireWoods team advising Dominion Energy, along with partners Michael Woodard, Emilie McNally and Christopher Keegan. Additional key contributors were partners Jay Hughes and Arrion Dennis and associates Emily Blair, Andrew Kintner, Noah Holman and Joseph M. Gaston. The team also included Joseph K. Reid III, Elaine Sanderlin Ryan and Timothy Patterson (regulatory); Robert Wynne (employee benefits); Jon Neal (tax); Lake Taylor and David Rivard (capital markets); Brent Justus (antitrust); and Julia English (FERC).
“This historic transaction represents a defining moment for the utility sector and a significant milestone for Dominion Energy’s long-term strategic vision,” Katsantonis said. “Navigating a deal of this unprecedented scale and complexity required not only rigorous legal execution but also a forward-looking approach to the evolving energy landscape. Our team is proud to partner with Dominion Energy to achieve this milestone, which sets a new benchmark for the industry and ensures a resilient foundation for the combined company’s future operations.”
McGuireWoods is a trusted adviser to major energy companies on high-profile mergers, acquisitions and financing transactions across the energy sector. The firm consistently ranks among the leaders for M&A deals by volume and dollar value in prominent league tables. In addition, McGuireWoods continuously earns nationwide rankings for its energy transactional, regulatory and litigation capabilities in Chambers USA and the Legal 500 United States, the respected independent guide to the country’s top firms and lawyers.