NextEra Energy Submits Rebuttal Testimony in Proposed Dominion Energy Business Combination

Executive Summary

NextEra Energy, Inc. filed Form 425 under Rule 425 of the Securities Act of 1933 in connection with its proposed business combination and acquisition of control of Dominion Energy, Inc. and its utility subsidiary, Virginia Electric and Power Company (Dominion Energy Virginia). The filing contains public rebuttal testimony presented by Robert M. Blue, Chair, President, and CEO of Dominion Energy, before the Virginia State Corporation Commission (Case No. PUR-2026-00112).

Key Highlights & Regulatory Arguments

• Statutory Standard of Review: CEO Robert M. Blue reaffirmed that the standard under Va. Code § 56-90 requires assessing whether adequate service at just and reasonable rates will be impaired or jeopardized. He argued that extensive Intervenor requests regarding rate design, resource planning, and retail competition exceed the scope of the statutory inquiry.
• Response to Commission Staff Conditions:
  • Commission Staff recommended 57 conditions for approval.
  • The Joint Petitioners accepted 45 conditions without modification, agreed to 8 with clarifications/modifications, and contested 2.
• Ring-Fencing and Governance:
  • Dominion vigorously opposes Staff's proposal to mandate a majority of independent directors on the Dominion Energy Virginia Board, citing historical governance conflicts in the 1990s and pointing to sufficient ring-fencing protections already agreed upon.
  • The Joint Petitioners propose modifications to the special purpose entity (SPE) requirement and capital structure commitments.
• Risk Profile of NextEra Energy Resources (NEER): Mr. Blue countered Staff concerns over NextEra's unregulated business, noting that NEER assets are largely contracted under long-term agreements (average remaining term >15 years with A/A2 counterparties), financed with non-recourse project debt, and insulated from utility contagion risk.
• Customer Commitments & Affordability: The Joint Petitioners reinforced their commitment to approximately $2 billion in customer bill credits, an employment headcount floor of 10,431 employees in Virginia for five years post-closing, 18 months of job protection, and 24 months of pay protection.

Investment & Trading Implications

• Regulatory Progression: This filing demonstrates active regulatory engagement and substantial compromise between the merging utilities and Virginia SCC Staff, reducing regulatory approval uncertainty.
• Credit and Capital Structure: The transaction framework preserves the utility's capital structure and balance sheet strength through ring-fencing provisions while giving Dominion Energy access to NextEra's scale and procurement capabilities.