Virginia AG: Requests Dominion NextEra Merger Reset From SCC

• Virginia Attorney General Jay Jones requested the State Corporation Commission (SCC) to reset the 180-day review period for the $67 billion Dominion Energy-NextEra Energy merger.
• The request follows substantial modifications by the companies on September 14, including extended residential bill credits and job protections for Virginia staff.
• Jones argued these changes constitute a “different deal” requiring a new review period to allow proper intervenor and public scrutiny.
• The AG cited “serious notice concerns” because the supplemental filing occurred after the original deadline for intervenors to register.
• If approved, the reset would extend the merger review beyond the current January 11 deadline, pushing it into the state's regular legislative session.

Case participants cannot simply take the Joint Petitioners at their word that these new proposals are unqualified benefits that will accrue to Virginia ratepayers and citizens.

Virginia Attorney General Jay Jones has formally requested the State Corporation Commission (SCC) to reset the 180-day review period for the proposed $67 billion Dominion Energy-NextEra Energy merger. This significant move by the Virginia AG regarding the Dominion NextEra merger reset follows substantial alterations made by the companies to their original proposal, prompting concerns about adequate regulatory and public scrutiny.

The initial merger application was submitted to the SCC on July 15. However, on September 14, Dominion and NextEra jointly filed supplemental documents introducing several key changes. These modifications included extending residential customers’ bill credits from an initial two years to four years, and significantly lengthening job protections for Virginia staff involved in the project from 18 months to five years. Additionally, the revised proposal included a commitment to establish a new office tower in downtown Richmond. NextEra CEO John Ketchum stated in the September 14 filing that these “Supplemental Merger Commitments” were a direct response to stakeholder feedback, designed to offer “greater immediate customer benefits, headcount commitments, [and] meaningful economic development initiatives.”

Attorney General Jones filed his testimony on September 18, asserting that the magnitude of these changes effectively transforms the original agreement into a “different deal.” Under the Virginia Code, the Office of the Attorney General is tasked with representing the interests of ratepayers before the State Corporation Commission in matters affecting consumers, such as this complex utility merger. Jones argued that the 180-day clock for the Virginia SCC 180-day review should recommence from the September 14 supplemental filing date, rather than the initial July 15 submission.

The AG's primary concern, as outlined in his AG Jay Jones merger testimony, centers on ensuring proper time for all intervenors to thoroughly review the new details. He also emphasized the need for robust public engagement and for any additional interested parties to have the opportunity to file as intervenors in the case. Jones highlighted a critical procedural issue: the companies' supplemental filing occurred on the first business day after the original deadline for intervenors to register, which he stated “raises serious notice concerns.” He cautioned against simply accepting the companies' claims at face value, stressing that “Case participants cannot simply take the Joint Petitioners at their word that these new proposals are unqualified benefits that will accrue to Virginia ratepayers and citizens.” He underscored that these new conditions necessitate “meaningful questions that must be asked through the discovery process to build a full evidentiary record about these commitments’ impacts” on the public and the assurance of just and reasonable rates, aligning with the principles of Virginia utility merger regulation.

The State Corporation Commission merger review currently operates under a deadline of January 11 for a final decision, marking 180 days from the initial July 15 filing. Should the SCC approve Attorney General Jones’s request to restart the 180-day review period from September 14, the timeline for the Dominion Energy-NextEra Energy merger would be significantly extended. This would push the ongoing review process into the state's regular legislative session, potentially adding another layer of public and political scrutiny to the already complex proceedings.

This action by the Virginia AG signals increased regulatory scrutiny and potential delays for large-scale utility mergers in the state, particularly if proposals are substantially modified during the review period. The Attorney General's insistence on a reset underscores the importance of a comprehensive and transparent review process, ensuring that all aspects of such a significant transaction are fully vetted for their impact on Virginia ratepayers and the broader public interest.

This action by the Virginia AG signals increased regulatory scrutiny and potential delays for large-scale utility mergers in the state, particularly if proposals are substantially modified during the review period. Lawyers should advise clients on the implications for M&A timelines and the potential for extended regulatory processes.

Source: Original reporting via Office of the Attorney General