Five months after walking away from two unfinished nuclear reactors, the parent of South Carolina Electric & Gas Co. has agreed to be sold.
Dominion Energy Inc. of Richmond, Va., and SCANA Corp. of Cayce announced Wednesday that they will combine in a stock-for-stock merger. SCANA shareholders would receive 0.6690 shares of Dominion Energy stock for each SCANA share, the companies said.
That works out to about $55.35 a share, or roughly $7.9 billion, based on Dominion’s average stock price over the 30 trading days that ended Jan. 2. Counting debt Dominion would take on, the deal is valued at about $14.6 billion. The price is about a 30.6% premium over SCANA’s own 30-day average, according to the announcement.
What SCE&G customers would get
The agreement is built around the costs of V.C. Summer Units 2 and 3, the reactors near Jenkinsville that SCE&G and Santee Cooper stopped building in July.
After the merger closes, and subject to regulators’ approval, Dominion would fund a $1.3 billion cash payment to SCE&G electric customers within 90 days. The companies said that would be worth about $1,000 to the average residential customer. Payments would vary based on how much electricity each customer used in the 12 months before closing.
Dominion also proposed an estimated 5% rate cut from current levels, worth more than $7 a month to a typical residential customer. It would come from a $575 million refund of money already collected and from savings under the new, lower federal corporate tax rate.
Dominion would write off more than $1.7 billion in V.C. Summer capital and regulatory assets, which would never be billed to customers. Customers would finish paying the project’s remaining costs over 20 years instead of the 50 to 60 years proposed earlier, the companies said.
And Dominion would complete the $180 million purchase of the Columbia Energy Center, a natural gas plant, at no cost to customers.
“We believe this merger will provide significant benefits to SCE&G’s customers, SCANA’s shareholders and the communities SCANA serves,” Dominion Chairman, President and CEO Thomas F. Farrell II said in the announcement. He said the agreement would “lock in significant and immediate savings for SCE&G customers.”
Farrell called the cash payment what Dominion believes is “the largest utility customer cash refund in history.”
A condition on Summer
The deal is contingent on South Carolina approving the proposed nuclear solution, the companies said. It also needs approval from SCANA’s shareholders, federal antitrust clearance, the Nuclear Regulatory Commission and the Federal Energy Regulatory Commission. The companies will seek review from utility regulators in South Carolina, North Carolina and Georgia. They expect to close in 2018.
“Having certainty on this issue can act as a catalyst for economic development and it is essential for the Dominion Energy-SCANA merger to move forward,” Farrell said.
SCANA has been under pressure since July 31, when SCE&G said it would stop work on the reactors after co-owner Santee Cooper’s board voted to suspend construction.
SCANA CEO Jimmy Addison told employees Wednesday morning that the company had offered its own plan in November. “We put our best foot forward with the proposed solution in November. The reaction was negative,” he said, according to a transcript SCANA filed with the Securities and Exchange Commission.
In the company’s announcement, Addison said joining Dominion “strengthens our company and provides resources that will enable us to once again focus on our core operations and best serve our customers.”
What changes, and what stays
SCANA would become a wholly owned subsidiary of Dominion Energy. It would keep its local management structure and SCE&G’s headquarters in South Carolina, the companies said.
SCANA employees would have employment protections until 2020. Addison told employees that Dominion will study which jobs stay local, which may move to Richmond and which may be eliminated as duplicates.
Dominion also would add $1 million a year in charitable giving in SCANA’s communities for at least five years, according to the announcement.
SCANA serves about 1.6 million electric and natural gas accounts in South Carolina and North Carolina and owns 5,800 megawatts of generating capacity, the companies said. SCE&G had about 718,000 electric customers in South Carolina as of July, according to SCANA. Federal Energy Information Administration records show it serves customers in Charleston, Berkeley and Dorchester counties. SCANA shareholders would own about 13% of the combined company.
Dominion has 16,200 employees and operations in 18 states. With SCANA, it would serve about 6.5 million regulated customer accounts in eight states, the companies said.
SCANA is not new to Dominion. Dominion bought SCANA’s Carolina Gas Transmission pipeline business three years ago, Addison told employees, and he said most of the employees it took on are still there.



