McGuireWoods served as legal adviser to Dominion Energy in finalizing its $13.4 billion merger with South Carolina-based SCANA Corporation that expands Dominion’s operations in Georgia, North Carolina and South Carolina and provides benefits to customers and communities in those states. The transaction includes a $6.8 billion stock conversion and the assumption of $6.6 billion in consolidated SCANA debt.
Lawyers from multiple McGuireWoods practices and government relations and grassroots advocacy teams from the firm’s public affairs arm, McGuireWoods Consulting, assisted Dominion in negotiating the merger and securing approvals from three federal agencies and regulators in three states.
The deal cleared a major hurdle in December 2018 when the South Carolina Public Service Commission approved the merger and a plan to reduce customer rates. The deal provides significant benefits to SCANA’s South Carolina Electric & Gas Company customers to offset previous and future costs associated with the company’s withdrawn V.C. Summer nuclear project.
“Completing this transaction required best efforts and expertise across many legal and policy areas,” said Carlos M. Brown, Dominion’s senior vice president and general counsel. “Our full-service partners at the McGuireWoods law and consulting firms were exceptionally positioned to assist Dominion in successfully navigating the many legal and political challenges associated with this deal.”
Joanne Katsantonis, deputy managing partner for industry teams, led the McGuireWoods deal team, which included partners Jane Whitt Sellers and Jay Hughes and associates John Cornelius, Jake Spilman and Emilie McNally. Partners Joseph K. Reid III, Mary Lynne Grigg and Elaine Ryan represented Dominion on regulatory aspects of the deal. Partner William Tysse advised on employee benefits issues. Partners Brian Pumphrey and Brian Schmalzbach handled civil litigation associated with the transaction.
McGuireWoods Consulting’s state government relations team included president Jim Hodges, a former South Carolina governor, and senior vice presidents Robert Adams and Billy Boan. The advocacy team, led by senior vice president Steve Horton and vice president Audrey Jackson, worked with Dominion and the company’s partners to identify and generate public support for the merger.
“We were proud to represent Dominion in closing this landmark transaction,” Katsantonis said. “This was a powerful example of the integrated services McGuireWoods can deliver to help clients address legal, regulatory and legislative challenges.”
Reid said the merger “presented a legislative, political and regulatory quandary that required us to bring all of McGuireWoods’ resources to bear.”
“Our team was pleased to work with Dominion to help policymakers and other stakeholders understand how this deal will benefit ratepayers and provide a strong energy partner for South Carolina,” Hodges added.
Dominion Energy serves nearly 7.5 million customers in 18 states. It is one of the nation’s largest producers and transporters of energy, with about $100 billion of assets providing electric generation, transmission and distribution, as well as natural gas storage, transmission, distribution and import/export services.
McGuireWoods’ multidisciplinary energy team includes more than 100 lawyers who work across sectors, from electric and gas, to natural gas and renewable fuels, to coal and emerging technologies. The firm consistently ranks among the top 10 law firms in highly respected league tables for M&A deals involving U.S. companies.