Dominion Energy Inc. (NYSE:D) completed the acquisition of SCANA Corporation.

Dominion Energy Inc. (NYSE:D) (‘Dominion') entered into an agreement and plan of merger to acquire SCANA Corporation (NYSE:SCG) for $7.7 billion on January 2, 2018. Under the terms of the agreement, SCANA shareholders will receive 0.669 shares of Dominion common stock for each share of SCANA common stock, the equivalent of $55.35 per share and the transaction includes assumption of SCANA's debt. Upon closing of the merger, SCANA shareholders would own an estimated 13% of the combined company. Post-closing, SCANA would operate as a wholly owned Dominion subsidiary and its shares will be delisted from the NYSE. Upon termination, SCANA may be required to pay Dominion a fee of $240 million and Dominion may be required to pay SCANA a fee of $280 million under certain circumstances. Upon completion of the merger, the board of directors and executive officers of Dominion Energy are expected to remain unchanged. Post-completion, Dominion intends to appoint a mutually agreeable current member of SCANA's Board of Directors or executive management as a Director to serve on Dominion's Board of Directors. Post-acquisition, SCANA employees will become part of the Dominion Energy. SCANA would maintain its local management structure and the corporate headquarters of South Carolina Electric & Gas Company in Cayce, South Carolina.

The merger is contingent upon approval of SCANA's shareholders, clearance from the U.S. Federal Trade Commission (‘FTC') or U.S. Department of Justice, expiration or termination of the waiting period applicable to the completion of the merger under the HSR Act, filing of a Registration Statement on Form S-4 to be filed by Dominion Energy and shall have been declared effective by SEC, approval for listing on the New York Stock Exchange of the Dominion Energy shares and authorization of the Nuclear Regulatory Commission (NRC) and Federal Energy Regulatory Commission (FERC). The transaction also requires approval from South Carolina Public Service Commission, North Carolina Utility Commission and Georgia Public Service Commission. The transaction does not require Dominion shareholder approval. The special meeting of SCANA shareholders to approve the transaction will be held on September 12, 2018. The transaction has been approved by the Board of Directors of SCANA and Dominion Energy. As of February 1, 2018, FTC issued an early termination notice to the deal. As of March 20, 2018, The Georgia Public Service Commission has unanimously approved the merger. As of July 12, 2018, the Federal Energy Regulatory Commission approved the merger. The transaction has been approved by the shareholders of SCANA on July 31, 2018. As of September 4, 2018, the U.S. Nuclear Regulatory Commission approved the indirect transfer of the Operating License for V.C. Summer Unit 1 and of the Combined Licenses (COLs) for V.C. Summer Units 2 and 3 from SCANA's wholly owned subsidiary, South Carolina Electric & Gas (SCE&G), to Dominion Energy. This constitutes one of several regulatory approvals required by the merger agreement between the two companies. As on November 19, 2018, the transaction has been approved by North Carolina Utilities Commission. As of December 14, 2018, the transaction has been approved by Public Service Commission. This is the sixth of seven proposals necessary to close the merger. As of December 31, 2018, all the regulatory approvals has been received. The transaction is expected to close in third quarter of 2018. As of June 6, 2018, the transaction is expected to close by end of 2018. The transaction is expected to be immediately accretive to Dominion's earnings per share and is anticipated to increase the 2017 to 2020 earnings per share growth rate from 6% to 8% to a rate of 8% or higher.

Joanne Katsantonis and John L. Hughes of McGuireWoods LLP acted as legal advisors and Morgan, Lewis & Bockius LLP as tax counsel to Dominion Energy. Credit Suisse Securities (USA) LLC acted as financial adviser to Dominion Energy. Frederick B. Thomas, William R. Kucera, Andrew Noreuil, David Schuette, Magnus Karlberg, Stefania Alessi, Ryan Ferris, Michael Gomez, Elizabeth Gore, Christopher Jurmann, Cecilia Kress, Tyler Pate, Eric Tubbs, Debra Hoffman, James Crossen, Stephanie Vasconcellos, Angela Giancarlo, Richard Assmus, Richard Favretto, William Stallings, Michele Odorizzi, Kim Leffert, Matthew Sostrin, Meytal McCoy, Robert Morgan James Barry and Christopher Odell of Mayer Brown LLP acted as legal advisors to SCANA. Morgan Stanley & Co. LLC acted as lead financial adviser and fairness opinion provider and RBC Capital Markets, LLC acted as financial adviser and fairness opinion provider to SCANA. SCANA has agreed to pay Morgan Stanley a fee of approximately $27 million for its financial advisory services, $5 million of which was paid upon delivery of Morgan Stanley's opinion, 25% of which is contingent upon SCANA shareholder approval of the merger proposal and the remainder of which is contingent upon closing of the merger. SCANA has agreed to pay RBC Capital Markets for its services as a financial advisor an aggregate fee estimated to be approximately $14 million, of which $5 million was payable upon delivery of RBC Capital Markets' opinion, 25% is payable upon receipt of approval of the merger by SCANA shareholders and the balance is contingent upon completion of the merger. Georgeson Inc. served as the proxy solicitor for SCANA and will receive an estimated fee of $20,000 for their services plus associated costs and expenses. Equiniti Trust Company acted as the transfer agent for SCANA pursuant to the acquisition of shareowner services of Wells Fargo by Equiniti. George Stamas, Mark Director and John Kupiec of Kirkland & Ellis LLP acted as legal advisors to Morgan Stanley & Co. LLC. Latham & Watkins is advising Credit Suisse as legal advisor to Dominion Energy. Mark Director and George Stamas of Gibson, Dunn & Crutcher LLP advised Morgan Stanley acting as financial advisor to SCANA Corporation. Lon Bouknight Jr. and Steven J. Ross of Steptoe & Johnson LLP acted as legal advisors to Dominion Energy. Ken Driver of Jones Day acted as legal advisor to SCANA Corporation.

Dominion Energy Inc. (NYSE:D) completed the acquisition of SCANA Corporation (NYSE:SCG) on January 1, 2019. Under the transaction, SCANA will continue as the surviving corporation and a wholly-owned subsidiary of Dominion Energy.