Dominion Energy, Inc. · NYSE:D
Dominion Energy — Dominion Resources — Merger or Acquisition (February 2016)
19 slides from Dominion Energy's merger presentation, Feb 1, 2016
Slide 1: Excerpt from Combination with Questar and 2015 Earnings & 2016 Guidance
Excerpt from Combination with Questar and 2015 Earnings & 2016 Guidance February 1, 2016 Exhibit 99.3
Slide 2: Today's Agenda
Today’s Agenda Transaction Overview and Strategic Rationale Combined Company Profile and Financial Outlook 2015 Earnings Results and 2016 Guidance Q&A 2/1/2016 Operating and Regulatory Review and Growth Project Update
Slide 3: Important Note to Investors
Important Note to Investors This presentation contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding Dominion and Dominion Midstream. The statements relate to, among other things, expectations, estimates and projections concer
Slide 4: Important Note to Investors Cont'd
Important Note to Investors Cont.’d Additional information and where to find it This communication may be deemed to be solicitation material in respect of the merger Questar into Dominion. In connection with the merger, Questar intends to file relevant materials with the SEC, including a proxy state
Slide 5: Transaction Overview and Strategic Rationale
Transaction Overview and Strategic Rationale Tom Farrell 2/1/2016
Slide 6: Transaction Overview
Transaction Overview Dominion Resources and Questar Corporation (NYSE: STR) to combine in a $4.4 billion equity value transaction Consideration of $25 per share in cash represents a ~30% premium to Questar shareholders based on 20-trading day volume-weighted average price $6.0 billion enterprise val
Slide 7: Strategic Rationale
Strategic Rationale Well-aligned with Dominion and Dominion Midstream’s strategic focus ~70% of Questar’s current EBITDA is MLP-eligible (~$425 million) Combination of integrated natural gas asset profiles with extensive supply, transportation, storage and distribution experience Enhanced scale and
Slide 8: Strategic Rationale (Cont'd)
Strategic Rationale Complementary cultures of commitment to communities and employees Well-managed operations Conduct business with integrity and honesty Provide safe and reliable service Excellent business risk profile Gas utility: Low risk margins through constructive regulation Gas pipeline: Long
Slide 9: Pro Forma Geographic and Asset Profile
Pro Forma Geographic and Asset Profile Bridging the “Hub of the Mid-Atlantic” With the “Hub of the Rockies” The combination ideally positions Dominion Resources to serve both Eastern U.S. and Western U.S. natural gas markets 2/1/2016 Please refer to page 3 for risks and uncertainties related to proj
Slide 10: Gas Distribution Territory
Gas Distribution Territory Questar is Ideally Positioned to Serve Growing Regional Gas Demand 2/1/2016 Please refer to page 3 for risks and uncertainties related to projections and forward looking statements. ¹ Clean Power Plan is source for carbon reduction targets at (www.epa.gov) – CO2 rate (lbs/
Slide 11: Benefits to Dominion Shareholders
Benefits to Dominion Shareholders Immediately EPS accretive with limited impact on Dominion’s balance sheet Additive to Dominion’s inventory of top-quality, low-risk, MLP-eligible assets Allows Blue Racer to be retained at Dominion until 2020 or beyond Adds ~$425 million in MLP-eligible EBITDA Robus
Slide 12: Combined Company Profile and Financial Outlook
Combined Company Profile and Financial Outlook Mark McGettrick 2/1/2016
Slide 13: Questar Corporation Overview
Questar Corporation Overview Regulated Rockies-Based Integrated Natural Gas Company Includes a Growing Regulated Gas Utility and Additional MLP-Eligible Assets Questar Gas (Regulated Gas Utility) Questar Pipeline (Regulated Gas Pipeline) State-regulated LDC 95% State regulated 86% Please refer to pa
Slide 14: Pro Forma Business Profile
Pro Forma Business Profile 63% 6% 58% 13% 2/1/2016 Please refer to page 3 for risks and uncertainties related to projections and forward looking statements. 63% 6% 10% 56% 14% 9% Expansion of Dominion’s Regulated Gas Infrastructure Business *Represents estimated Rate Base at 12/31/14 **Represents Do
Slide 15: Existing and Pro Forma EBITDA Contribution
Existing and Pro Forma EBITDA Contribution 63% 6% 58% 13% Combination further enhances Dominion’s commitment to highly visible regulated growth 2/1/2016 Please refer to page 3 for risks and uncertainties related to projections and forward looking statements. Dominion Resources 2015 EBITDA State regu
Slide 16: Impact to Dominion Midstream
Impact to Dominion Midstream Increases D inventory of quality, low-risk, MLP-eligible assets ~$425 million of MLP-eligible EBITDA added to Dominion’s extensive inventory of high quality, MLP-eligible assets Blue Racer retained at Dominion until 2020 or beyond Updated Dropdown Strategy DCG Cove Prefe
Slide 17: Financing and Financial Impact
Financing and Financial Impact 2/1/2016 Prudently financed in line with our previously stated credit ratings targets D Equity D Mandatory Convertibles Accretive to Dominion EPS Supportive of 2017 earnings per share growth rate and allows Dominion to achieve or exceed the top end of our expected 2018
Slide 18: Concluding Remarks
Concluding Remarks Tom Farrell 2/1/2016 Questar will be a premium-quality addition to Dominion and Dominion Midstream’s portfolio Consistent with strategic focus on core energy infrastructure Additive to Dominion’s significant inventory of top-quality, low-risk, MLP-eligible assets Enhances the regu
Slide 19: inion
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