Scana-Dominion Deal Nears Finish Line

We are reaffirming our $56 fair value estimate for

Scana SCG and our $84 fair value estimate for

Dominion Energy after the companies and other parties filed their proposed orders with South Carolina regulators on Dec. 10. We are reaffirming our narrow moat and stable moat trend ratings for Scana and our wide moat and stable moat trend ratings for Dominion.

Although all parties support Dominion's all-stock acquisition of Scana, regulators must resolve several new nuclear project ratemaking issues that are tied to Dominion's offer. We expect regulators might issue a ruling as soon as their business meeting on Dec. 14. State legislation requires a decision by Dec. 21.

Our fair value estimates continue to include a 75% probability that regulators approve the acquisition and Dominion's proposed ratemaking terms. Deal approval would lead us to raise our Scana fair value estimate by $1 per share based on the 0.669 share exchange ratio. The market remains apprehensive, pricing in an 8% discount to the implied acquisition value and what we estimate is a 73% probability of approval as of Dec. 11.

Dominion's third and latest offer has won support from key stakeholders, giving us confidence that regulators are more likely than not to approve the deal without material changes to the deal's economics.

All parties support the acquisition but differ on two ratemaking matters that Dominion has said could sink the transaction. First, Dominion and Scana seek a 9.9% allowed return on equity on the nuclear project investment while others have proposed a 9.1% allowed ROE. Second, Dominion differs with other parties on tax treatment for the nuclear project losses. We expect these issues will dominate the discussion on Dec. 14 and justify Scana's uncertainty discount.

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