0001225208-16-042717.txt : 20161205
0001225208-16-042717.hdr.sgml : 20161205
20161205172651
ACCESSION NUMBER: 0001225208-16-042717
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20161201
FILED AS OF DATE: 20161205
DATE AS OF CHANGE: 20161205
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Dominion Midstream Partners, LP
CENTRAL INDEX KEY: 0001603286
STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922]
IRS NUMBER: 465135781
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 120 TREDEGAR STREET
CITY: RICHMOND
STATE: VA
ZIP: 23219
BUSINESS PHONE: 8048192000
MAIL ADDRESS:
STREET 1: 120 TREDEGAR STREET
CITY: RICHMOND
STATE: VA
ZIP: 23219
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: DOMINION RESOURCES INC /VA/
CENTRAL INDEX KEY: 0000715957
STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911]
STATE OF INCORPORATION: VA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36684
FILM NUMBER: 162034598
BUSINESS ADDRESS:
STREET 1: 120 TREDEGAR STREET
CITY: RICHMOND
STATE: VA
ZIP: 23219
BUSINESS PHONE: 8048192000
MAIL ADDRESS:
STREET 1: P. O. BOX 26532
CITY: RICHMOND
STATE: VA
ZIP: 23261
4
1
doc4.xml
X0306
4
2016-12-01
0001603286
Dominion Midstream Partners, LP
DM
0000715957
DOMINION RESOURCES INC /VA/
120 TREDEGAR STREET
RICHMOND
VA
23219
1
1
Series A Convertible Preferred Units
2016-12-01
4
A
0
11365628.0000
26.3954
A
Common Units (Limited Partner Interests)
11365628.0000
11365628.0000
I
See Footnote
On December 1, 2016, pursuant to the Contribution, Conveyance and Assumption Agreement dated October 28, 2016 (the "Contribution Agreement"), by and among Dominion Resources, Inc. ("Dominion"), QPC Holding Company ("QPC Holdco") and Dominion Midstream Partners, LP (the "Issuer"), QPC Holdco contributed to the Issuer and the Issuer acquired from QPC Holdco all of the issued and outstanding membership interests of Questar Pipeline, LLC in exchange for consideration of $1.29 billion, including 11,365,628 Series A Convertible Preferred Units representing limited partner interests in the Issuer ("Preferred Units"). The value of the Preferred Units issued was $300,000,000, determined as set forth in the Contribution Agreement. The Preferred Units are convertible on a one-for-one basis (subject to customary anti-dilution adjustments) (i) by the holders of such Preferred Units after the second anniversary of the issue date, and (ii) by the Issuer after the third anniversary of the issue date.
The Preferred Units are perpetual in nature and have no expiration date.
QPC Holdco is an indirect wholly-owned subsidiary of Dominion and therefore Dominion may be deemed to indirectly own the 11,365,628 Preferred Units issued to QPC Holdco pursuant to the Contribution Agreement.
Dominion Midstream GP, LLC (the "General Partner") serves as the general partner of the Issuer and manages the Issuer's operations and activities on the Issuer's behalf through the General Partner's directors and executive officers. The General Partner is ultimately controlled by Dominion and some of Dominion's directors and executive officers also serve as directors and executive officers of the General Partner. Due to its ultimate control of the General Partner, Dominion has the right to appoint the board of directors of the General Partner.
Karen W. Doggett, Assistant Corporate Secretary, Dominion Resources, Inc.
2016-12-05