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In Re SCANA Corporation Securities Litigation 17-CV-02616-Consolidated Class Action Complaint for Violations of the Federal Secu

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In Re SCANA Corporation Securities Litigation 17-CV-02616-Consolidated Class Action Complaint for Violations of the Federal Secu 3:17-cv-02616-MBS Date Filed 03/30/18 Entry Number 72 Page 1 of 187 UNITED STATES DISTRICT COURT DISTRICT OF SOUTH CAROLINA (COLUMBIA DIVISION) Civil Action No. 3:17-CV-2616-MBS CLASS ACTION In re SCANA Corporation Securities Litigation CONSOLIDATED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS JURY TRIAL DEMANDED 3:17-cv-02616-MBS Date Filed 03/30/18 Entry Number 72 Page 2 of 187 TABLE OF CONTENTS I. INTRODUCTION .............................................................................................................. 2 II. JURISDICTION AND VENUE ....................................................................................... 13 III. THE PARTIES.................................................................................................................. 13 A. Lead Plaintiffs ....................................................................................................... 13 B. Defendants ............................................................................................................ 14 1. SCANA ..................................................................................................... 14 2. The Officer Defendants............................................................................. 15 3. The Director Defendants ........................................................................... 16 C. Relevant Non-Parties ............................................................................................ 18 IV. FACTUAL BACKGROUND AND SUBSTANTIVE ALLEGATIONS OF FRAUD ... 19 A. Background On SCANA And Its Nuclear Business ............................................. 19 1. The 2005 Energy Policy Act Created Billions Of Dollars Of Tax Credits Available For Nuclear Construction Completed By January 2021........................................................................................................... 21 2. The BLRA Allowed SCANA To Charge Increased Energy Rates To Recover “Prudent” Nuclear Project Construction Costs ........................... 22 B. SCANA Petitions To Build Two New Nuclear Reactors At The V.C. Summer Site ........................................................................................................................ 24 C. SCANA Sought A Two-Year Extension To The Nuclear Project But Assured The Public That All Major Issues Have Been Resolved ....................................... 28 D. Defendants Knew No Later Than October 2015 Of Numerous Problems And Risks With The Nuclear Project Leading To Delays Well Past 2020 .................. 32 1. SCANA Retained Bechtel To Assess The Nuclear Project ...................... 32 2. The Bechtel Assessment and First Bechtel Report ................................... 37 3. Defendants Attempted To Alter Bechtel’s Report .................................... 43 3:17-cv-02616-MBS Date Filed 03/30/18 Entry Number 72 Page 3 of 187 4. The Sanitized Second Bechtel Report....................................................... 45 E. Defendants Reaffirmed Nuclear Project Completion By 2020, Despite Bechtel’s And Santee Cooper’s Warnings That The Date Was Unachievable .... 47 F. Defendants Continued To Conceal The Bechtel Reports ..................................... 51 1. Defendants Prevented Disclosure Of The Bechtel Reports ...................... 51 2. Defendants Conceal The Existence Of The Bechtel Report From SCANA’s Public Watchdog ..................................................................... 53 G. Defendants Did Nothing To Fix Some Of The Nuclear Project’s Greatest Deficiencies, Dooming The Nuclear Project ........................................................ 55 1. In Early 2016, Defendants Reject Recommendations To Increase Oversight Of The Nuclear Project ............................................................ 55 2. In Mid-To-Late 2016, The Nuclear Project Schedule Slips Further Behind And Progress Fails To Improve.................................................... 61 3. Former Employees And Internal Progress Reports Confirm That Defendants Knew the Nuclear Project Would Not Be Completed In 2020........................................................................................................... 68 H. Defendants Misled Investors About The Nuclear Project Throughout 2016 ....... 75 I. Defendants Were Aware That Election Of The Fixed Price Option Did Not Remove The Risk Of Future Cost Increases And, In Fact, Threatened The Viability Of The Nuclear Project .......................................................................... 80 J. The Director Defendants Were Active Participants In SCANA’s Fraud ............. 86 V. Partial Disclosures, Further Misleading Statements, And The Gradual Emergence Of The Full Impact Of The Fraud .......................................................................................... 88 A. The Financial Meltdown Of Toshiba And Westinghouse Called The Nuclear Project Into Question ............................................................................................ 89 B. SCANA Abandoned The Nuclear Project, Claiming It Was The “Prudent” Decision ................................................................................................................ 99 C. Public Investigations Threaten To Strip SCANA Of Billions Of Dollars Of BLRA Funds, And Reveal That Defendants Were Aware Of – And Actively Concealed –The Fatal Risks Facing The Nuclear Project .................................. 105 VI. Post-Class Period Events ................................................................................................ 124 A. SCANA’s Board Revoked Marsh’s And Byrne’s Golden Parachutes ............... 124 - ii - 3:17-cv-02616-MBS Date Filed 03/30/18 Entry Number 72 Page 4 of 187 B. SCANA Announced A Proposed Merger, Which Faces Strong Opposition ...... 124 C. Moody’s Downgraded SCANA’s Credit Ratings to “Speculative ‘Junk’ Grade” ................................................................................................................. 127 D. SCANA Whistleblower Confirms Defendants Intentionally Concealed Their Gross Mismanagement Of The Nuclear Project “To Prop[] Up Earnings To Be Able To Make Their Bonuses” ........................................................................... 128 VII. DEFENDANTS’ MATERIALLY FALSE AND MISLEADING STATEMENTS AND OMISSIONS ......................................................................................................... 130 A. False And Misleading Statements And Omissions Concerning SCANA’s Ability To Complete The Nuclear Project By The End Of 2020 ....................... 131 B. False And Misleading Statements And Omissions Concerning Defendants’ Commitment To Transparency ........................................................................... 143 C. False And Misleading Statements And Omissions Concerning SCANA’s Oversight of the Nuclear Project ......................................................................... 146 D. False And Misleading Statements Concerning Progress At The Nuclear Project ................................................................................................................. 154 E. False And Misleading Statements Concerning The Impact Of A Westinghouse Or Toshiba Bankruptcy On The Nuclear Project’s Continued Viability ............ 158 F. Defendants Failed To Disclose “Known Trends or Uncertainties” That Would “Have A Material . Unfavorable Impact On . Revenues Or Income From Continuing Operations” In Violation Of Item 303 ............................................. 166 VIII. LOSS CAUSATION ....................................................................................................... 168 IX. THE INAPPLICABILITY OF THE STATUTORY SAFE HARBOR .......................... 173 X. THE PRESUMPTION OF RELIANCE ......................................................................... 174 XI. CLASS ACTION ALLEGATIONS ............................................................................... 175 XII. CAUSES OF ACTION ................................................................................................... 177 XIII. PRAYER FOR RELIEF ................................................................................................. 181 XIV. JURY TRIAL DEMAND ............................................................................................... 181 - iii - 3:17-cv-02616-MBS Date Filed 03/30/18 Entry Number 72 Page 5 of 187 Lead Plaintiffs the West Virginia Investment Management Board (“West Virginia IMB”) and Stichting Blue Sky Global Equity Active Low Volatility Fund and Stichting Blue Sky Active Large Cap Equity USA Fund (related funds collectively referred to herein as “Blue Sky”), (collectively, the “Lead Plaintiffs”), individually and on behalf of a class of similarly situated persons and entities, by their undersigned attorneys, allege the following against SCANA Corporation (“SCANA” or the “Company”) and the Individual Defendants (defined below), upon personal knowledge as to themselves and their own acts, and upon information and belief as to all other matters. Lead Plaintiffs bring this federal securities class action on behalf of themselves and a class consisting of all persons and entities who purchased, or otherwise acquired, the publicly traded securities of the Company from October 27, 2015 through December 20, 2017, inclusive (the “Class Period”), and who were damaged thereby, subject to certain exclusions addressed in paragraph 439 below (the “Class”). The Defendants in this action are: SCANA; Kevin B. Marsh,
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