お知らせ • May 19
NextEra Energy, Inc. (NYSE:NEE) entered into a definitive agreement to acquire Dominion Energy, Inc. (NYSE:D) for $67.4 billion.
NextEra Energy, Inc. (NYSE:NEE) entered into a definitive agreement to acquire Dominion Energy, Inc. (NYSE:D) for $67.4 billion on May 15, 2026. Under the terms of the agreement, Dominion Energy shareholders will receive a fixed exchange ratio of 0.8138 shares of NextEra Energy for each share of Dominion Energy they own at the close of the transaction. In addition, Dominion Energy shareholders will continue to receive Dominion’s current quarterly dividend through closing plus a one-time cash payment of $360 million (which is taxable and is distributed equally across all outstanding Dominion Energy shares) at closing. The transaction is structured as a 100% stock-for-stock transaction and is expected to be tax-free to shareholders. Upon completion of the merger, NextEra Energy shareholders will own approximately 74.5% and Dominion Energy shareholders will own approximately 25.5% of the combined company. The combined company will operate under the NextEra Energy name and trade on the New York Stock Exchange under the ticker symbol NEE. In case of termination of transaction under certain circumstances, Dominion Energy will be required to pay NextEra Energy a termination fee of $2.24 billion, and in comparable reciprocal circumstances, NextEra Energy will be required to pay Dominion Energy a termination fee of $6.52 billion. In other specified circumstances where the merger agreement is terminated and such termination results from the failure of one or more specified conditions relating to or involving certain regulatory matters having been satisfied or waived, NextEra Energy will be required to pay Dominion Energy a termination fee of $4.83 billion.
The combined company will have a significant local presence, with dual headquarters in Juno Beach, Florida, and Richmond, Virginia, and Dominion Energy South Carolina’s existing operational headquarters in Cayce, South Carolina. Dominion Energy’s utility companies will continue to operate as Dominion Energy Virginia, Dominion Energy North Carolina and Dominion Energy South Carolina. John Ketchum will serve as chairman and chief executive officer of the combined company, and Robert Blue will serve as president and chief executive officer of regulated utilities and as a member of the board of directors. Edward Baine will be president and chief executive officer of Dominion Energy Virginia, Keller Kissam will be president and chief executive officer of Dominion Energy South Carolina and Scott Bores will be president and chief executive officer of Florida Power & Light Company. The combined company’s board of directors will include 10 directors from NextEra Energy and four from Dominion Energy.
The transaction is subject to subject to customary closing conditions and 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 under Section 203 of the Federal Power Act and approval by the Nuclear Regulatory Commission, effectiveness of the registration statement on Form S-4 and approval for listing on the NYSE of the shares of NextEra Energy Common Stock to be issued in connection with the transactions. The companies will also file for review and approval from the Virginia State Corporation Commission, the North Carolina Utilities Commission, Federal Communications Commission and the Public Service Commission of South Carolina. The transaction has been unanimously approved by the boards of directors of both companies. The transaction is expected to close in 12 to 18 months. The transaction is expected to be immediately accretive to adjusted earnings per share at closing, with approximately 9%+ adjusted earnings per share growth expected through 2032 and a 9%+ target through 2035, all off NextEra Energy’s 2025 base expectations.
Goldman Sachs & Co. LLC acted as financial advisor and fairness opinion provider for Dominion Energy, Inc. J.P. Morgan Securities LLC acted as financial advisor and fairness opinion provider for Dominion Energy, Inc. Lazard Freres & Co. LLC acted as financial advisor and fairness opinion provider for NextEra Energy, Inc. BofA Securities, Inc. acted as financial advisor and fairness opinion provider for NextEra Energy, Inc. Joanne Katsantonis, Michael B. Woodard and Emilie J. McNally of McGuireWoods LLP acted as legal advisors for Dominion Energy, Inc. Wells Fargo Securities, LLC acted as financial advisor for NextEra Energy, Inc. Andrew T. Calder, David Feirstein, and Zach Savrick of Kirkland & Ellis LLP acted as legal advisors for NextEra Energy, Inc.