Dominion Energy warns shareholders about ‘mini-tender’ offer

Published on October 03, 2023 by Dave Kovaleski

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Dominion Energy received notice of an unsolicited “mini-tender” offer by TRC Capital Investment Corp. to purchase up to 2 million shares of Dominion Energy’s common stock at a price of $44 per share in cash.

Dominion Energy does not endorse TRC Capital’s unsolicited mini-tender offer and recommends that shareholders do not tender their shares. The company points out that it is not associated in any way with TRC Capital, its mini-tender offer, or the mini-tender offer documentation.

The company also notes that the offer price is approximately 4.47 percent below the closing price of Dominion Energy’s common stock on Sept. 26 — last trading day before the offer commenced.

TRC Capital has made many similar unsolicited mini-tender offers for shares of other public companies.

Mini-tender offers purposely seek less than 5 percent of a company’s outstanding shares, thereby avoiding many disclosure and procedural requirements that apply to offers for more than 5 percent of a company’s outstanding shares. Thus, mini-tender offers do not provide investors with the same level of protections as larger tender offers.

Further, the U.S. Securities and Exchange Commission (SEC) has cautioned investors about mini-tender offers. SEC officials said that mini-tender offers “have been increasingly used to catch investors off guard,” and that investors “may end up selling their securities at below-market prices.”

Dominion recommends that shareholders consult with their broker or financial advisor with respect to TRC Capital’s mini-tender offer. Further, the company points out that shareholders who have already tendered their shares may withdraw them at any time prior to the expiration of the offer. They can do this by providing the written notice described in the TRC Capital offer documents.

The offer, according to the documents, is currently scheduled to expire at 12:01 a.m., EDT on Oct. 27.