or restrict us from paying dividends, making investments, incurring indebtedness or repurchasing our securities. Except for the covenants described in the accompanying base prospectus under
DESCRIPTION OF DEBT SECURITIESConsolidation, Merger or Sale, the indenture does not contain provisions that afford holders of the Junior Subordinated Notes protection in the event we are involved in a highly leveraged transaction or other
similar transaction that may adversely affect such holders. The indenture does not limit our ability to issue or incur other debt or issue preferred stock.
The Junior Subordinated Notes will be sold with accrued interest at an annual rate of 2.0% from, and including, May 15, 2019 to, but excluding, the date of delivery of the Junior Subordinated Notes.
We will not pay any additional amounts to holders of the Junior Subordinated Notes that are not U.S. persons in respect of
any tax, assessment or governmental charge.
Ranking
The Series A-1 RSNs and the Series A-2 RSNs were issued by us under our Junior Subordinated Indenture II, dated as of June 1, 2006, between us and The Bank of New York Mellon (as successor trustee to
JPMorgan Chase Bank, N.A.) (referred to herein as the Indenture Trustee), as supplemented and amended by the Third Supplemental and Amending Indenture thereto, dated as of June 1, 2009, among us, the Indenture Trustee and Deutsche Bank Trust Company
Americas, as Series Trustee, for the series of which the Series A-1 RSNs and the Series A-2 RSNs are a part (the Junior Subordinated Indenture II, as supplemented by the Third Supplemental and Amending Indenture, is referred to herein as the
subordinated indenture II) and the Eleventh Supplemental Indenture dated as of August 1, 2016 (the eleventh supplemental indenture), in the case of the Series A-1 RSNs, and the Twelfth Supplemental Indenture dated as of August 1, 2016 (the
twelfth supplemental indenture), in the case of the Series A-2 RSNs. As provided for in the Fourteenth Supplemental Indenture to be dated as of June , 2019 (the fourteenth supplemental indenture), the Series A-1 RSNs will be
redesignated as the Series A-1 % Junior Subordinated Notes due 2021 following this remarketing. As provided for in the Fifteenth Supplemental Indenture to be dated as of June , 2019 (the fifteenth
supplemental indenture), the Series A-2 RSNs will be redesignated as the Series A-2 % Junior Subordinated Notes due 2024 following this remarketing. We have issued, and in the future may issue, under the subordinated
indenture II additional debt securities that rank on parity with the Junior Subordinated Notes. See Subordination.
The Junior Subordinated Notes are unsecured and rank junior in payment to all of our existing and future Priority Indebtedness, as
described under Subordination. The Junior Subordinated Notes are also effectively subordinated to all liabilities of our subsidiaries. A significant portion of our existing indebtedness is Priority Indebtedness. See Subordination.
Because we are a holding company and conduct all of our operations through our subsidiaries, which include Virginia Power,
Dominion Energy Gas, Dominion Energy Questar, SCANA and other subsidiaries, our ability to meet our obligations under the Junior Subordinated Notes is dependent on the earnings and cash flows of those subsidiaries and the ability of those
subsidiaries to pay dividends or to advance or repay funds to us. The ability of our subsidiaries to pay dividends or to advance or repay funds to us may be subject to certain contractual restrictions. In addition, our regulated subsidiaries may,
from time to time, be subject to certain restrictions imposed by regulators on their ability to pay dividends or to advance or repay funds to us. For a discussion of any current or potential restrictions, please refer to the quarterly and annual
reports that we file with the SEC. If we are unable to obtain cash from our subsidiaries, we may be unable to make interest or other payments in respect of the Junior Subordinated Notes.
Holders of the Junior Subordinated Notes will generally have a junior position to claims of creditors of our subsidiaries, including
trade creditors, debtholders, secured creditors, taxing authorities, guarantee holders and any preferred stockholders. As of March 31, 2019, we had approximately $8.5 billion principal amount of outstanding long-term debt on an
unconsolidated basis (including securities due within one year and junior
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