Why I’m Calling for a Careful Review of the Dominion–NextEra Merger

As Virginia’s energy landscape evolves, we must ensure decisions are made with transparency and in the best interest of families and businesses.

Many Virginians have shared with me their profound concern around the sheer scale of the Dominion/NextEra merger and the unprecedented implications for their rising energy costs and daily lives. As Lieutenant Governor, my first responsibility is to advocate for the well-being of Virginia’s families and businesses, many of whom are worried about how merger may affect their livelihoods. That’s why we must ensure that a thorough, deliberate review framework is firmly in place.

On July 6, I sent the letter below to the State Corporation Commission (SCC) asking Commissioners to urge Dominion Energy and NextEra Energy to submit their merger application after they have fully answered a list of essential questions about the deal and its impacts on Virginians:

Dear Commissioners of the SCC:

As Lieutenant Governor, my foremost duty is to advocate for the economic well-being and long-term interests of the citizens of the Commonwealth. The proposed acquisition involving Dominion Energy (Dominion) and NextEra Energy (NextEra) carries unprecedented implications for Virginia’s consumers and regulatory landscape. As such, I write to request the Commission use its established authority to ensure a thorough review framework is in place as you begin your review of the companies’ proposed merger.

To that end, I respectfully urge the Commission to issue, expeditiously, an order requesting that Dominion and NextEra Energy not submit their acquisition application until the companies have answered the essential questions needed to understand this transaction. Furthermore, I urge that the Commission attach the enclosed questions to that order, directing the companies to respond either within the Application document itself or in the accompanying prefiled direct testimony.

The attached questions are fundamental inquiries that any party, or the Commission staff, would naturally ask. Their depth and volume demonstrate that this highly complex transaction cannot be adequately reviewed under the current statutory six-month timeline.

If the Commission does not require these answers before the application triggers that rigid review window, valuable time will be wasted on discovery inquiry submissions, discovery disputes, objections, and incomplete responses. Additionally, many of these questions require original analysis from Dominion and/or NextEra, which could not be uncovered through the discovery process. Forcing this process into the six-month timeline will render an already inadequate period completely unworkable.

While I recognize that the Commission has issued the “Chapter 5 Utility Transfers Transaction Summary – Applicable Provisions” (and its baseline list of 28 questions under § 56-88.1), a more structured, granular framework is required for a merger of this magnitude. Also, the existing baseline questions allow the applicants to frame the narrative in their own terms, potentially omitting the details, rigorous data support, and challenging topics necessary for a true public-interest review. Given the unprecedented size and complexity of this transaction, relying solely on these standard filing requirements risks oversimplifying the proposal and depriving the Commission, Virginia legislature, and parties of the complete information needed to fulfill their duties.

To assist the Commission, I have attached 64 questions in the following 11 categories:

Category 1: Transaction purposes and goals

Category 2: Transaction form and terms

Category 3: Transaction costs and transition costs

Category 4: Capital structure and finance costs

Category 5: Acquisition cost

Category 6: Risks of harms

Category 7: Assertions of benefits

Category 8: Corporate structure and governance

Category 9: Effect of the transaction on competition

Category 10: “Bill credits”

Category 11: Merger and acquisition history

I trust that neither Dominion nor NextEra will oppose this request. I assume that both companies share the goal of ensuring that the Commission and the public have full knowledge of all reasons for and possible effects of the transaction.

I also recommend that the Commission, in issuing these questions, require the following:

• Every answer should be authored by a named individual or individuals.

• Every answer should be accompanied by all internal documents that are relevant to the question.

• If an answer was crafted for the first time—meaning that the question asked had not been considered by companies until now—say so explicitly.

Thank you for your time, dedication, and careful consideration of this matter as you weigh the interests at play in this case. I appreciate the Commission’s ongoing leadership and diligence in reviewing this historic transaction. I look forward to your favorable response to this request.

Sincerely,

Ghazala F. Hashmi, PhD

Lieutenant Governor of Virginia

Appendix: Recommended Questions

Category 1: Transaction purposes and goals

1. Identify, in order of importance, all the reasons (a) why NextEra wants to acquire ownership and control of Dominion; and (b) why Dominion wants to sell control of its utility franchise and its corporate future to NextEra. Include all reasons discussed by the Dominion Board, the NextEra Board, advisors, rating agencies, shareholders, bondholders and others. Make clear which reasons were stated by whom to which audience.

2. To what extent is Dominion’s decision to be acquired influenced by current interest rates? Explain in detail.

3. Is this transaction in any way a reaction to or influenced by other utility mergers or acquisitions? Which ones? What features of these other transactions influenced the decision to do this transaction?

4. Is the dominant purpose of this transaction to improve service or lower costs for the customers? If the answer is yes, what is the evidence to support the answer? Is any purpose to improve service or lower costs for the customers? (By “purpose,” I mean in terms of the original intent of the two companies, not in terms of their post-negotiations strategy to win support and approval).

5. Five and ten years from now, by what criteria will each of Dominion and NextEra judge this transaction a success or failure? At those two points in time, by what criteria should the Commission judge this transaction a success or failure?

6. Of all possible acquirers, why did Dominion choose NextEra?

7. Of all possible acquisition targets, why did NextEra choose Dominion?

8. Does either Dominion or NextEra believe that the Commission’s ratesetting policies and decisions have ever caused Dominion or Dominion Virginia to be unable to raise the debt and equity capital that it needs at reasonable cost? Explain.

9. Provide all evidence indicating or suggesting that without this transaction, the Commission’s ratesetting policies and decisions will leave Dominion unable to raise the necessary debt and equity capital at reasonable cost.

10. (a) Does Dominion intend to insist that new large load customers be fully responsible financially for the capital expenditures necessary to serve that load?

(b) If so, why won’t that fact, plus the Commission’s continued compliance with statutory and constitutional requirements concerning ratemaking, allow Dominion to raise the capital it needs without its being acquired by NextEra?

11. The Investor Presentation (May 18, 2026) at 12 states: “The transaction is expected to be immediately accretive to NextEra Energy’s adjusted EPS at closing.” (a) Explain fully the arithmetic and reasoning that support this statement. (b) You say “expected.” Specifically who is doing the expecting? (c) You say “at closing.” What about one year after closing?

12. The Investor Presentation (May 18, 2026) states that the companies’ combined size will enable them to buy, build, finance, and operate more efficiently together than apart (Presentation at 2-8, 20). (a) Provide all technical evidence supporting this statement. (b) Provide all technical evidence that the combination of Dominion and SCANA enabled the two companies to buy, build, finance, and operate more efficiently together than apart.

13. The Investor Presentation (May 18, 2026) states that the companies’ combined size will produce “scale” (Presentation at 12). (a) For this statement, what is your definition of “scale”? (b) To which specific activities does this statement apply? (c) Provide all technical evidence that supports the statement. (d) In what specific ways, for which specific activities, is Dominion’s size below the level necessary to achieve scale—if we define scale to mean that company size that allows the company to carry out a specific activity at minimum cost.

14. The Investor Presentation (May 18, 2026) states that the companies’ combined size will increase “innovation.” (a) What is the empirical basis for associating size with innovation, given the size that Dominion currently has? (b) Is Dominion’s size too small to achieve the innovation that the May 18 statement references? (c) What are the specific areas of innovation presently lacking at Dominion? (d) Identify all ways in which Dominion’s acquisition of SCANA increased innovation at SCANA.

Category 2: Transaction form and terms

15. (a) Provide the full narrative of the process by which the two companies approached each other and arrived at final terms. At a minimum, include all details stated in any proxy statement filed with the Securities and Exchange Commission. (b) Provided the proxy statement when it becomes available. (c) For each stage of the negotiation process, provide the documents that the participants in the negotiations, including the corporate boards, reviewed.

16. Provide all reasons why the two companies designed this transaction primarily as an exchange of stock rather than as a cash buyout.

17. Provide all the reasons why the parties included the $360 million cash payment.

18. Describe all criteria and calculations that each party used to determine that the final price, in terms of the share ratio and the $360 million cash component was acceptable.

19. In determining the acquisition price, what facts did each party assume about Dominion’s continuing role as the exclusive franchisee to provide obligatory retail electric service to nonshopping customers? The answer should consider, but not be confined to, these questions: (a) For what number of years did each party assume that Dominion would retain its franchise? (b) For each of those years, what level of earnings did each party assume that Dominion would have? (c) What specific future rate-basing opportunities, in terms of dollars, did each party assume that Dominion would have? (d) What rate-base-reducing penetration into the utility’s exclusive service territory, from direct retail competition or distributed energy resources, did each party assume? (e) More specifically: For the future generation-building and transmission-building opportunities that the parties anticipated for Dominion, what fraction did the two companies assume would go to Dominion, and what fraction did they assume would go to retail competitors?

Note: The answer to (e) cannot be “We don’t know,” because the Investor Presentation shows specific expectations of rate-base growth. There must have been assumptions underlying those expectations about total construction opportunities, and then the extent to which those opportunities would be Dominion’s. If the answer is 100%, say so.

20. Assume that within five years of consummation this transaction, the Commission or the Legislature decides either that (a) one or more activities then performed by Dominion should be performed by one or more entities chosen competitively (where Dominion can be one of the competitors); or (b) Dominion’s exclusive franchise itself should be offered to others on a competitive basis (again, where Dominion can be one of the competitors). From each of Dominion’s and NextEra’s perspective, how does that possibility affect the desirability of this transaction—as the transaction is currently priced between the parties?

21. Assume that the Commission intends to include in any transaction approval a condition stating that if the merged company violates an approval condition, Commission rule or state statute, the Commission will start a proceeding to determinate appropriate consequences, including possible transfer of the utility’s franchise to a more deserving provider. (a) State your acceptance of this condition; or (b) state that if the Commission requires this condition the applicants will withdraw their application, or (c) state why you think such a condition is inappropriate. (d) Provide your proposed language for how the Commission should address violations of approval conditions, rules, or statutes by the post-transaction Dominion or NextEra.

Category 3: Transaction costs and transition costs

22. Describe all transaction costs. Transaction costs are the costs to consummate—to reach agreement and obtain regulatory approvals. Explain who paid what to whom, for what services.

23. Describe all transition costs. Transition costs are the costs to effectuate the combination of two separate companies. Provide the full level of detail presently available, by category and by year. For each category of expenditure, explain the purpose, and identify the executives responsible for achieving that purpose.

Note: The Commission recognizes that the companies plan to promise not to seek the transaction costs and transition costs in rates. To enforce that promise, the Commission needs to know the activities and costs at issue.

Category 4: Capital structure and finance costs

24. Provide all rating agency reports relating to the transaction.

25. Provide all rating agency reports, for both companies and their affiliates, issued since January 1, 2022.

26. Describe the current capital structure of each of Dominion and NextEra, at the total system level and at the utility level.

27. Describe the capital structure of the post-merger consolidated system, and of each utility in that system, (a) at closing, and (b) one year after closing.

28. The Investor Presentation (May 18, 2026) states the companies’ specific expectations for bond ratings. (a) For each of those expectations, provide the full empirical basis. (b) For what period of time do the companies’ expectations apply? Only at closing? For some specific period of time after closing?

Category 5: Acquisition cost

29. (a) What is the total cost to NextEra to acquire Dominion? In other words, what value is NextEra giving up to acquire Dominion’s shares? (b) Explain with precision how the exchange rate (each Dominion share exchanged for 0.8138 of a NextEra share) was calculated. (c) Identify the premium implicit in the share exchange—the excess of purchase price over trading price—on a per-share basis and on a total company basis, and explain how the premium was calculated. (d) When one adds in the $360 million cash payment by NextEra to Dominion shareholders, what is the total premium over Dominion share price, as an absolute figure and as a percentage over the existing Dominion share price?

30. (a) Describe all types, sources, and terms of the acquisition financing for this transaction. (b) What are the sources for the $360 million cash payment?

31. What percentage of the total purchase cost does NextEra attribute to the value that NextEra sees in (a) having legal control over Dominion’s exclusive retail electricity franchise, and (b) future rate-basing opportunities?

32. (a) What is NextEra’s expected return on the full acquisition cost? (b) What are the specific net revenue flows that the acquirer projects will produce that expected return? (c) What are the factual bases for the expectations of those net revenue flows?

33. (a) Is it correct that Dominion’s retail rates reflect an authorized return on book cost? Explain the answer. (b) If NextEra’s acquisition cost exceeds Dominion’s book cost, by how much? Explain in detail. (c) Assuming that NextEra’s acquisition cost exceeds Dominion’s book cost, how will NextEra make up the difference between what the utility can earn on book cost and NextEra’s full acquisition cost? (d) To what extent is NextEra relying on the following factors to recover its acquisition costs: (1) regulatory lag, (2) earning an equity-level return on target equity financed with debt, and (3) other factors—which NextEra should identify and discuss.

Category 6: Risks of harms

34. For each NextEra affiliate, including but not limited to FP&L, (a) describe its business activities; (b) provide the income statements and balance sheets starting with 2021, and (c) describe all material risks to customers, including but not limited to all material risks you have disclosed to shareholders.

35. For each listed risk, describe the specific events that would convert the risk into harm to the Dominion or its customers. In answering the question, use the same level of care that you apply when describing risks in filings required by the U.S. Securities and Exchange Commission. State the probability that each event would occur (from 0 to 100%—and explain the chosen percentage), and the types of harms it could cause. For each risk, describe the actions you are committing to take to eliminate the risk and thus to eliminate the possibility of harm.

36. Given that the statute says “will not jeopardize,” where the phrase “will not” signals 100% certainty, who are the specific company officials (a) who will testify that there is zero possibility of harm, and (b) who will be responsible for ensuring that there is zero possibility of harm—not zero harm, but zero possibility of harm?

37. Do you agree or disagree that the phrase “will not jeopardize” requires certainty of no harm and certainty of no risk of harm?

Category 7: Assertions of benefits

38. (a) Identify every benefit, if any, to Dominion customers solely from the transaction—meaning, from the joining of two holding company systems that are presently independent; meaning, excluding anything that is external to the actual joining of the companies. (b) Quantify each benefit in dollars, identifying the specific years in which the dollar benefit will occur. (c) Which of the claimed benefits are achievable by Dominion without the transaction? (d) For the benefits identified in (c), provide all reasons why Dominion is not producing those benefits now.

39. (a) Precisely which current Dominion or Dominion Virginia practices, if any, is NextEra committing to improve? (b) Precisely what is suboptimal about those current Dominion or Dominion Virginia practices? (c) Identify the Dominion executives currently responsible for those practices. (d) Explain why Dominion Virginia or Dominion is not making those improvements on its own, and why it cannot make those improvements without being acquired by NextEra. (e) If the Commission today ordered Dominion Virginia to make those improvements, without an acquisition of Dominion, would the changes occur? If not, why not? (f) Identify all other changes that NextEra intends to make to Dominion Virginia’s current practices. (g) Identify the specific executives responsible for making these changes, the schedule for making them, and the consequences for those individuals if they fail to make the changes. (h) Identify the consequences that the Commission should impose on the combined company if the identified improvements do not occur.

40. (a) At what point, if any, in the process of considering and fashioning this transaction did each company, separately and together, study cost savings and management improvements? (b) Who performed the studies? (c) Identify all instructions or guidance provided to the individuals responsible for performing the studies.

41. Regarding all prior acquisitions to which either Dominion or NextEra was a party: (a) List, and provide references for, all claims and commitments that the company made about benefits. (b) Which individuals made or supported each claim? (c) For each claim, which individuals were responsible for producing the results? (d) For each claim, what were the results?

Category 8: Corporate structure and governance

42. Provide an annotated diagram of (a) the pre-acquisition corporate structures associated with each company, and (b) the merged entity’s corporate structure. Include all Dominion affiliates and all NextEra affiliates.

43. (a) Describe fully the board of directors of post-transaction NextEra and the post-transaction Dominion. The description should include, but not be limited to, leadership, structure, committees, biographies, compensation, and terms. (b) Which directors are independent? In this context, precisely what does “independent” mean—independent of what?

44. (a) Within the post-transaction holding company structure, who will have what powers over which Dominion decisions? (b) Identify all decisions affecting Dominion that will be under the ultimate control of one or more individuals who are not executives of or Board members of Dominion. (c) Identify all possible Dominion decisions that NextEra will legally commit not to control or influence.

45. (a) Who will make decisions about the timing and amounts of dividend payments from Dominion to NextEra? (b) Is there any decision about such dividends that will be, as a legal matter, exclusively a decision by Dominion, free of any influence of control by NextEra? (c) Identify all possible considerations that will enter into these decisions about dividends paid by Dominion to NextEra.

46. (a) Who will make decisions about the timing and amounts of equity injections into Dominion? (b) Is there any decision about such equity injections that will be, as a legal matter, exclusively a decision by Dominion, free of any influence of control by NextEra? (c) Identify all possible considerations that will enter into decisions about equity injections..

47. (a) Indicate your commitment to, or explain your disagreement with, this proposition: If NextEra ever has insufficient financial resources to cover Dominion Virginia’s needs along with the needs of NextEra and its other affiliates, Dominion Virginia’s needs will always have top priority over NextEra’s other affiliates. (b) If you commit to this statement, what will you tell the South Carolina Public Service Commission about what priority Dominion subsidiary Dominion Energy South Carolina will have—as both Dominion Virginia and Dominion South Carolina cannot both have the same priority?

48. For each of Dominion and NextEra, describe all existing interaffiliate contractual relationships, in terms of goods and services, pricing and other terms.

49. For each of Dominion and NextEra, describe all existing internal rules on compliance with regulations, and internal consequences for non-compliance.

50. Describe fully all utility assets and employees of Dominion, Dominion Virginia and Florida Power & Light used for non-utility purposes, including the reasons for and terms of the use.

51. Describe fully all non-utility assets and employees of the Dominion or NextEra holding company systems used for utility purposes, including the reasons for and terms of the use.

Category 9: Effect of the transaction on competition

52. (a) Identify with precision each market (identifying product dimension and geographic dimension) in which any affiliate of the post-transaction entity will be selling services in competition with unaffiliated companies. For each market identified, explain what competitive advantages the affiliate will have due to its affiliation with the post-transaction entity.

53. Identify with precision each market (again specifying product dimension and geographic dimension) in which today a Dominion affiliate and a NextEra affiliate are competitors.

54. Focusing on the competition, between Dominion and with competitive retail suppliers, to serve high-load customers in Virginia: (a) Does NextEra believe that such competition exists? Explain. (b) Does NextEra believe that Dominion’s current tariffs, specifically but not exclusively the generation demand charge in Dominion Virginia’s Schedule GS-5, provide Dominion with no unfair or unearned advantage in the competition with competitive retail suppliers to serve high-load customers? (c) Does NextEra believe that in this competition, Dominion has no competitive advantage arising from its ability, subject to SCC approval, to cause nonshopping customers to bear stranded costs associated with generation that Dominion rate-bases to serve the large-load customers? Explain. (d) Does NextEra believe that there is no possibility of Dominion Virginia shifting to nonshopping customers those generation costs that Dominion Virginia incurred to serve large-load customers? Explain. (e) Does NextEra believe that the generation demand charge in Dominion Virginia’s Schedule GS-5 will have any effect on the likelihood that NextEra will achieve its acquisition’s earnings goals by rate-basing new generation made necessary by large-load customers?

Category 10: “Bill credits”

55. Provide all internal communications relating to the decision to offer bill credits to customers, including both the concept of bill credits and the specific amount of $2.25 billion.

56. Explain why you are offering the bill credits over only the first two years of the post-acquisition entity rather than over the expected life of the post-acquisition entity. (b) Is the denial of bill credits to customers who consume after the first two years discriminatory against those customers? If not, why not? (c) What is the legal defense if the Commission is attacked for approving a plan that discriminates against post-two-years consumption?

57. Describe with precision the source of funds for the bill credits. For example: Is the source retained earnings of Dominion or NextEra? Proceeds from new debt? Reductions in the cost of providing electricity in each of Virginia, North Carolina, and South Carolina (in which case, is there a matching between the two-year bill-credit period and the period in which the cost reductions will occur?

58. (a) Assuming that the source of the funds is not a reduction in the cost of producing electricity, how do the companies reconcile the bill credits with the legal requirement that rates are just and reasonable? (b) Given that just-and-reasonable rates are rates that reflect reasonable cost, does a rate lowered by bill credits fall below reasonable cost, making the rate unlawful? If not, why not?

59. Would it be inaccurate to characterize the proposed bill credit as short-term inducement, unrelated to the actual meshing of the two companies, to win approval? Would a Commission policy of basing its acquisition approvals on the size of a temporary financial inducement be discriminatory against other potential acquirers whose smaller size prevented them from offering such an inducement—despite their ability to show more efficiencies inherent in the transaction itself?

Category 11: Merger and acquisition history

60. Identify all attempted mergers and acquisitions since 2010, regardless of whether consummated, to which either of NextEra or Dominion, or any of its affiliates, was a party.

61. For each merger or acquisition that was consummated, provide all evidence showing that the transaction made consumers better off, and that there was no harm and no risk of harm, compared to what would have happened had there been no transaction.

62. (a) Provide all evidence that Dominion’s acquisition of SCANA made Dominion South Carolina’s customers better off, caused them no harm and no risk of harm, and caused Dominion’s customer no harm or risk of harm. (b) Identify all resources, human and otherwise, paid by Dominion the utility, that Dominion (utility or holding company) has used to negotiate or implement that transaction, or has otherwise been involved or is involved in Dominion South Carolina matters.

63. (a) Did NextEra or Florida Power & Light experience any negative financial consequences arising from the Hawaii PUC’s rejection of NextEra’s proposal to acquire Hawaiian Electric Industries? Explain. (b) Does either NextEra or Dominion believe that Dominion and/or Dominion Virginia will suffer any negative financial consequences if the SCC rejects this transaction or if the two companies withdraw from it?

64. Looking at the post-acquisition period: (a) Does NextEra commit that this acquisition of Dominion will be its last acquisition? Explain. (b) Is there any type of acquisition that NextEra will be willing to commit, in this proceeding, never to make—such as an acquisition in a particular industry or country or type of company? (c) If the Commission were to require that NextEra get Commission approval before each future acquisition above a particular dollar level, would NextEra withdraw from this present proposed transaction? Explain. (d) Does NextEra believe that no matter what future acquisition it might make, there is no possibility of harm or risk of harm to Dominion’s customers from that acquisition?

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Elected to office in November 2025, Ghazala Hashmi, Ph.D., serves as the 43rd lieutenant governor of Virginia. Prior to this election, Lt. Governor Hashmi served six years in the Virginia Senate representing Richmond and surrounding localities; she was the first Muslim to serve in the Virginia Senate. As lieutenant governor, she is the first Muslim woman elected to statewide office in the nation.