Form 8-K SCANA CORP For: Oct 27 Filed by: SOUTH CAROLINA ELECTRIC & GAS CO
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 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): October 27, 2015
Commission | Registrant, State of Incorporation, | I.R.S. Employer |
File Number | Address and Telephone Number | Identification No. |
1-8809 | SCANA Corporation | 57-0784499 |
(a South Carolina corporation) | ||
100 SCANA Parkway, Cayce, South Carolina 29033 | ||
(803) 217-9000 | ||
1-3375 | South Carolina Electric & Gas Company | 57-0248695 |
(a South Carolina corporation) | ||
100 SCANA Parkway, Cayce, South Carolina 29033 | ||
(803) 217-9000 | ||
Not applicable
(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:
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))This combined Form 8-K is separately provided by SCANA Corporation and South Carolina Electric & Gas Company. Information contained herein relating to any individual company is provided by such company on its own behalf. Each company makes no representation as to information relating to the other company.
Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On October 27, 2015, the Engineering, Procurement and Construction Agreement dated May 23, 2008 ("EPC Agreement") for nuclear power plant Units 2 and 3 at the Virgil C. Summer Nuclear Generating Station (“Project”) by and between South Carolina Electric & Gas Company (“SCE&G”), for itself and as agent for the South Carolina Public Service Authority (collectively "Owner"), and a consortium consisting of Westinghouse Electric Company, LLC (“WEC”) and CB&I Stone & Webster, Inc. (“Stone & Webster”) (collectively "Contractor") was amended (“October 2015 Amendment”). The October 2015 Amendment will become effective upon the consummation of the acquisition by WEC of the stock of Stone & Webster from Chicago Bridge & Iron Company N.V. (“CB&I”), and will become null and void in the event such acquisition is not consummated by March 31, 2016. Following that acquisition, Stone & Webster will continue to be a member of the Consortium as a subsidiary of WEC instead of CB&I. WEC will engage Fluor Corporation or its affiliate(s) as a subcontracted construction manager.
Among other things, upon effectiveness, the October 2015 Amendment would (i) resolve by settlement and release substantially all outstanding disputes between the Owner and Contractor, in exchange for (a) an additional cost to be paid by the Owner of $300 million (SCE&G’s 55% portion being $165 million) and an increase in the fixed component of the contract price by that amount, and (b) a credit to Owner of $50 million (SCE&G’s 55% portion being approximately $27 million) to be applied to the target component of the contract price, (ii) revise the guaranteed substantial completion dates of Units 2 and 3 to August 31, 2019 and 2020, respectively, (iii) revise the delay-related liquidated damages computation requirements, including those related to the eligibility of the Units to earn Internal Revenue Code Section 45J production tax credits, and cap those aggregate liquidated damages at $463 million per Unit (SCE&G’s 55% portion being approximately $255 million per Unit), (iv) provide for payment to the Contractor of a completion bonus of $275 million per Unit (SCE&G’s 55% portion being approximately $151 million per Unit) for each Unit placed in service by the deadline to qualify for production tax credits, (v) provide for the development of a revised construction payment milestone schedule, with the Owner making monthly payments of $100 million (SCE&G’s 55% portion being $55 million) for each of the first five months following effectiveness, followed by payments made based on milestones achieved, and (vi) provide that the Owner waives and cancels the CB&I Parent Company Guaranty with respect to the Project. The payment obligations under the EPC Agreement are joint and several obligations of WEC and Stone & Webster, and the October 2015 Amendment provides for Toshiba Corporation, WEC’s parent company, to reaffirm its guaranty of WEC’s payment obligations.
In addition to the above, upon effectiveness, this October 2015 Amendment would provide for an explicit definition of a Change in Law designed to reduce the likelihood of certain commercial disputes. As part of this, the Contractor would also acknowledge and agree that the Project scope includes providing the Owner with Units that meet the standards of the NRC approved Design Control Document Revision 19. The October 2015 Amendment would also establish a dispute resolution board process for certain commercial claims and disputes, including any dispute that might arise with respect to the development of the revised construction payment milestone schedule referred to above. The EPC Agreement would also be revised to eliminate the requirement or ability to bring suit before substantial completion of the Project.
Finally, upon effectiveness, this October 2015 Amendment would provide the Owner an irrevocable option, until November 1, 2016 and subject to regulatory approvals, to further amend the EPC Agreement to fix the total amount to be paid to the Contractor for its entire scope of work on the Project (excluding a limited amount of work within the time and materials component of the contract price) after June 30, 2015 at $6.082 billion (SCE&G’s 55% portion being approximately $3.345 billion). This total amount to be paid would be subject to adjustment for amounts paid since June 30, 2015. Were this option to be exercised, the aggregate delay-related liquidated damages amount referred to in (iii) above would be capped at $338 million per Unit (SCE&G’s 55% portion being approximately $186 million per Unit), and the completion bonus amounts referred to in (iv) above would be $150 million per Unit (SCE&G’s 55% portion being approximately $83 million per Unit).
Resolution of the disputes as described in (i) above, or the Owner’s exercise of the fixed price option, would result in estimated Project costs above the amounts approved by the Public Service Commission of South Carolina (“SC PSC”) in its Order dated September 10, 2015; however, the guaranteed completion dates fall within the 18-month contingency periods included within that Order. SCE&G expects to hold an allowable ex parte communication briefing with the SC PSC in coming weeks. Once the evaluation of the fixed price option is complete, SCE&G will discuss with the South Carolina
Office of Regulatory Staff its conclusion regarding whether to exercise that option and make a filing with the SC PSC.
Item 7.01 REGULATION FD DISCLOSURE.
On October 27, 2015, SCANA Corporation (the Company) issued the press release attached hereto as Exhibit 99.1.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit 99.1 Press release dated October 27, 2015.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. The signature of each registrant shall be deemed to relate only to matters having reference to such registrant and any subsidiaries thereof.
SCANA Corporation | |||
South Carolina Electric & Gas Company | |||
(Registrants) | |||
Date: October 27, 2015 | By: | /s/James E. Swan, IV | |
James E. Swan, IV | |||
Controller | |||
EXHIBIT INDEX
Number
99.1 Press release dated October 27, 2015
Exhibit 99.1
Media Contact: | Investor Contacts: | ||||
Eric Boomhower | Bryant Potter | Susan Wright | |||
(803) 217-7701 | (803) 217-6916 | (803) 217-4436 | |||
SCE&G Announces an Amendment to the Engineering, Procurement, and Construction Agreement for AP1000 Plants at VC Summer Station
Cayce, SC, October 27, 2015... South Carolina Electric & Gas Company (SCE&G), principal subsidiary of SCANA Corporation (NYSE: SCG), and acting as agent on behalf of Santee Cooper, South Carolina’s state-owned electric and water utility, announced today that it has agreed to an amendment of the Engineering, Procurement, and Construction Agreement (EPC Agreement) dated May 23, 2008 with a consortium consisting of Westinghouse Electric Company, LLC (WEC) and CB&I Stone & Webster, Inc (Stone & Webster). WEC intends to acquire the stock of Stone & Webster from Chicago Bridge & Iron Company N.V. (CB&I). Following that acquisition, Stone & Webster will continue to be a party to the EPC Agreement for the two AP1000 nuclear power plants Units 2 and 3 at the VC Summer Station (Project), but as a subsidiary of WEC instead of CB&I. The amendment to the EPC Agreement allows CB&I to exit its guaranty obligation related to the Project. The payment obligations under the EPC Agreement are joint and several obligations of WEC and Stone & Webster, and the October 2015 Amendment provides for Toshiba Corporation, WEC’s parent company, to reaffirm its guaranty of WEC’s payment obligations. WEC intends to engage Fluor Corporation or its affiliates as a subcontracted construction manager.
“We are excited about the changes in the structure of the construction team and the amendment to the EPC contract for the new nuclear plants and see these changes as very positive,” said Kevin Marsh, SCANA’s Chairman and CEO. “Fluor is well respected in the industry and has been involved with many large electric generation projects, including our VC Summer Unit 1. Fluor has deep South Carolina roots and an excellent record of delivering on commitments. The amendment to the EPC contract provides for significantly higher liquidated damages that are linked to timely completion of the nuclear plants and qualification for federal production tax credits. We have strengthened the language in the EPC contract defining regulatory changes which has been the basis for many of our disputes with the consortium in the past. We also have negotiated a fixed price option which, if exercised, would limit the construction cost of the new nuclear plants. Our Form 8-K filed today with the Securities and Exchange Commission provides more detail regarding the EPC contract amendment. In addition, the Company will host an analysts’ conference call on Thursday, October 29, 2015 to discuss third quarter earnings and to add further details on this amendment. We believe these changes provide better protection against future cost increases for our customers and the company.”
This amendment revises the Guaranteed Substantial Completion Dates (GSCDs) for Units 2 and 3 to August 31, 2019 and 2020, respectively. The new GSCDs are linked to significantly higher
delay-related liquidated damages. In addition, completion bonuses have been added to the contract.
Under this amendment, the total Project costs for SCE&G will increase by approximately $286 million over the $6.827 billion approved by the Public Service Commission of South Carolina (SCPSC) in Order No. 2015-661. This will bring the total gross construction cost of the Project to approximately $7.113 billion.
In addition, this amendment provides SCE&G, for itself and as agent for Santee Cooper, an exclusive and irrevocable option to, at any time prior to November 1, 2016, further amend the EPC Agreement to fix as of June 30, 2015 the total amount remaining to be paid for the entire scope of work on the Project at approximately $3.345 billion (SCE&G’s 55% portion of $6.082 billion). This exercisable fixed price option would result in SCE&G’s total Project costs to increase by approximately $774 million over the $6.827 billion approved by the SCPSC in Order No. 2015-661. This would bring the total gross construction cost of the Project to approximately $7.601 billion.
PROFILE
SCE&G is a regulated public utility engaged in the generation, transmission, distribution and sale of electricity to approximately 697,000 customers in South Carolina. The company also provides natural gas service to approximately 343,000 customers throughout the state. More information about SCE&G is available at www.sceg.com.
SCANA Corporation, headquartered in Cayce, SC, is an energy-based holding company principally engaged, through subsidiaries, in electric and natural gas utility operations and other energy-related businesses. Information about SCANA and its businesses is available on the company’s website at www.scana.com.
SAFE HARBOR STATEMENT
Statements included in this press release which are not statements of historical fact are intended to be, and are hereby identified as, “forward-looking statements” for purposes of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, but are not limited to, statements concerning key earnings drivers, customer growth, environmental regulations and expenditures, leverage ratio, projections for pension fund contributions, financing activities, access to sources of capital, impacts of the adoption of new accounting rules and estimated construction and other expenditures. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “should,” “expects,” “forecasts,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential” or “continue” or the negative of these terms or other similar terminology. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties, and that actual results could differ materially from those indicated by such forward-looking statements. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include, but are not limited to, the following: (1) the information is of a preliminary nature and may be subject to further and/or continuing review and adjustment; (2) legislative and regulatory actions, particularly changes in rate regulation, regulations governing electric grid
reliability and pipeline integrity, environmental regulations, and actions affecting the construction of new nuclear units; (3) current and future litigation; (4) changes in the economy, especially in areas served by subsidiaries of SCANA; (5) the impact of competition from other energy suppliers, including competition from alternate fuels in industrial markets; (6) the impact of conservation and demand side management efforts and/or technological advances on customer usage; (7) the loss of sales to distributed generation, such as solar photovoltaic systems; (8) growth opportunities for SCANA’s regulated and diversified subsidiaries; (9) the results of short- and long-term financing efforts, including prospects for obtaining access to capital markets and other sources of liquidity; (10) the effects of weather, especially in areas where the generation and transmission facilities of SCANA and its subsidiaries (the Company) are located and in areas served by SCANA's subsidiaries; (11) changes in SCANA’s or its subsidiaries’ accounting rules and accounting policies; (12) payment and performance by counterparties and customers as contracted and when due; (13) the results of efforts to license, site, construct and finance facilities for electric generation and transmission, including nuclear generating facilities and results of efforts to operate its electric and gas systems and assets in accordance with acceptable performance standards; (14) maintaining creditworthy joint owners for SCE&G’s new nuclear generation project; (15) the ability of suppliers, both domestic and international, to timely provide the labor, secure processes, components, parts, tools, equipment and other supplies needed, at agreed upon quality and prices, for our construction program, operations and maintenance; (16) the results of efforts to ensure the physical and cyber security of key assets and processes; (17) the availability of fuels such as coal, natural gas and enriched uranium used to produce electricity; the availability of purchased power and natural gas for distribution; the level and volatility of future market prices for such fuels and purchased power; and the ability to recover the costs for such fuels and purchased power; (18) the availability of skilled and experienced human resources to properly manage, operate, and grow the Company’s businesses; (19) labor disputes; (20) performance of SCANA’s pension plan assets; (21) changes in taxes and tax credits, including production tax credits for new nuclear units; (22) inflation or deflation; (23) compliance with regulations; (24) natural disasters and man-made mishaps that directly affect our operations or the regulations governing them; and (25) the other risks and uncertainties described from time to time in the reports filed by SCANA or SCE&G with the United States Securities and Exchange Commission. The Company disclaims any obligation to update any forward-looking statements.
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