UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) March 3, 2025

 

Virginia Electric and Power Company

(Exact Name of Registrant as Specified in Its Charter)

 

 

Virginia		000-55337		54-0418825
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

600 East Canal Street Richmond, Virginia		23219
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code (804) 819-2284

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 8.01

Other Events.

On March 3, 2025, Virginia Electric and Power Company (the Company) entered into an underwriting agreement (the Underwriting Agreement) with BMO Capital Markets Corp., Morgan Stanley & Co. LLC, PNC Capital Markets LLC, SMBC Nikko Securities America, Inc., TD Securities (USA) LLC and U.S. Bancorp Investments, Inc., as Representatives for the underwriters named in the Underwriting Agreement, for the sale of $625,000,000 aggregate principal amount of the Company’s 2025 Series A 5.15% Senior Notes due 2035 (the Series A Senior Notes) and $625,000,000 aggregate principal amount of the Company’s 2025 Series B 5.65% Senior Notes due 2055 (the Series B Senior Notes). The Series A Senior Notes and the Series B Senior Notes are Senior Debt Securities that were registered by the Company under Rule 415 under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3, which became effective on February 21, 2023 (File No. 333-269881). A copy of the Underwriting Agreement, including exhibits thereto, is filed as Exhibit 1.1 to this Form 8-K.

The Series A Senior Notes and the Series B Senior Notes will be issued under the Twentieth Supplemental Indenture and the Twenty-First Supplemental Indenture, respectively, to the Company’s September 1, 2017 Senior Indenture. The Twentieth Supplemental Indenture and the Twenty-First Supplemental Indenture are filed as Exhibits 4.2 and 4.3, respectively, to this Form 8-K.

 

Item 9.01

Financial Statements and Exhibits.

 

Exhibits
1.1		Underwriting Agreement, dated March 3, 2025, among the Company and BMO Capital Markets Corp., Morgan Stanley & Co. LLC, PNC Capital Markets LLC, SMBC Nikko Securities America, Inc., TD Securities (USA) LLC and U.S. Bancorp Investments, Inc., as Representatives for the underwriters named in the Underwriting Agreement.*
4.1		Senior Indenture, dated as of September 1, 2017, among the Company and U.S. Bank Trust Company, National Association (successor to U.S. Bank National Association). (Exhibit 4.1, Form 8-K, File No. 001-02255, as filed September 13, 2017, incorporated by reference).
4.2		Twentieth Supplemental Indenture to the 2017 Senior Indenture pursuant to which the 2025 Series A 5.15% Senior Notes due 2035 will be issued. The form of the 2025 Series A 5.15% Senior Notes due 2035 is included as Exhibit A to the Twentieth Supplemental Indenture.*
4.3		Twenty-First Supplemental Indenture to the 2017 Senior Indenture pursuant to which the 2025 Series B 5.65% Senior Notes due 2055 will be issued. The form of the 2025 Series B 5.65% Senior Notes due 2055 is included as Exhibit A to the Twenty-First Supplemental Indenture.*
5.1		Opinion of McGuireWoods LLP.*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

*	Filed herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: March 5, 2025