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