As filed with the Securities and Exchange Commission on October 21, 2014
Registration No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
DOMINION MIDSTREAM PARTNERS, LP
(Exact name of registrant as specified in its charter)
|
|
|
Delaware |
|
46-5135781 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
120 Tredegar Street
Richmond, Virginia 23219
(804) 819-2000
(Address,
including zip code, and telephone number,
including area code, of Registrants principal executive offices)
Dominion Midstream Partners, LP 2014 Long-Term Incentive Plan
(Full title of the plan)
Mark O. Webb
120
Tredegar Street
Richmond, Virginia 23219
(804) 819-2000
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
David P. Oelman
E. Ramey
Layne
Vinson & Elkins L.L.P.
1001 Fannin Street, Suite 2500
Houston, Texas 77002
Tel: (713) 758-2222
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the Exchange Act).
|
|
|
|
|
|
|
Large accelerated filer |
|
¨ |
|
Accelerated filer |
|
¨ |
|
|
|
|
Non-accelerated filer |
|
x (Do not check if smaller reporting company) |
|
Smaller Reporting Company |
|
¨ |
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
|
|
Name of Plan |
|
Title of securities to be registered |
|
Amount
to be
registered (1) |
|
Proposed
maximum offering
price per unit (2) |
|
Proposed
maximum aggregate
offering price (2) |
|
Amount of
registration fee |
Dominion Midstream Partners, LP 2014 Long-Term Incentive Plan |
|
Common units representing limited partner interests |
|
3,000,000 units |
|
$24.89 |
|
$74,670,000.00 |
|
$8,677.00 |
|
|
(1) |
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), there are also being registered such additional common units representing limited partner interests (Common
Units) as may become issuable pursuant to the adjustment provisions of Dominion Midstream Partners, LP 2014 Long-Term Incentive Plan. |
(2) |
Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(h) under the Securities Act. The price for the units being registered hereby is based on the average of the high and low
sales price of the Registrants Common Units on the New York Stock Exchange on October 15, 2014. |
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Dominion Midstream Partners, LP (the Registrant) will send or give to all participants in the Dominion Midstream Partners, LP 2014
Long-Term Incentive Plan (the Plan) document(s) containing the information required by Part I of Form S-8, as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the Commission) under the
Securities Act of 1933, as amended (the Securities Act). In accordance with Rule 428, the Registrant has not filed such document(s) with the Commission, but such documents (along with the documents incorporated by reference into this
Form S-8 Registration Statement (the Registration Statement) pursuant to Item 3 of Part II hereof) shall constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3 |
Incorporation of Documents by Reference. |
Except to the extent that information is
deemed furnished and not filed pursuant to securities laws and regulations, the Registrant hereby incorporates by reference into this Registration Statement the following documents:
|
(a) |
The Registrants prospectus filed pursuant to Rule 424(b) under the Securities Act on October 15, 2014 relating to the Registrants Registration Statement on Form S-1 (File No. 333-194864),
originally filed with the Commission on March 28, 2014; |
|
(b) |
All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the registration document referred to in (a) above; and |
|
(c) |
The description of the Registrants Common Units included under the caption Description of the Common Units contained in the prospectus forming part of the Registrants Registration Statement on
Form S-1 (File No. 333-194864), which description has been incorporated by reference in Item 1 of the Registrants Registration Statement on Form 8-A, filed pursuant to Section 12(b) of the Exchange Act, on October 8, 2014,
including any amendment or report filed for the purpose of updating such description. |
Except to the extent that information
is deemed furnished and not filed pursuant to securities laws and regulations, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and all reports on Form 8-K subsequent to the date hereof and
prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall also be deemed to be incorporated by reference herein and to be a part hereof
from the dates of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. |
Description of Securities. |
Not applicable.
Item 5. |
Interests of Named Experts and Counsel. |
Not applicable.
Item 6. |
Indemnification of Directors and Officers. |
Subject to any terms, conditions or
restrictions set forth in the partnership agreement, Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other persons from and against all
claims and demands whatsoever.
Pursuant to the Registrants partnership agreement, the Registrant will generally indemnify officers,
directors, managers, affiliates of Dominion Midstream GP, LLC (the General Partner), and certain other specified persons, as well as the General Partner itself, to the fullest extent permitted by the law against all losses, claims,
damages or similar events. The Registrant must provide this indemnification unless there has been a final and non-appealable judgment by a court of competent jurisdiction determining that such losses or liabilities were the result of the conduct of
the Registrants General Partner or such officer or director engaged in by it in bad faith, willful misconduct or fraud, or, with respect to any criminal conduct, with the knowledge that its conduct was unlawful. Any indemnification under the
partnership agreement will only be out of the assets of the Registrant. Unless the Registrants General Partner otherwise agrees, it will not be personally liable for, or have any obligation to contribute or lend funds or assets to us to enable
the Registrant to effectuate, indemnification. The Registrant may purchase insurance against liabilities asserted against and expenses incurred by persons for the Registrants activities, regardless of whether the Registrant would have the
power to indemnify the person against liabilities under its partnership agreement. The Plan provides that the committee that administers the Plan and all members thereof are entitled to, in good faith, rely or act upon any report or other
information furnished to them by any officer or employee of the Registrant, its General Partner, any of its subsidiaries, the Registrants or its General Partners legal counsel, independent auditors, consultants or any other agents
assisting in the administration of this Plan. Members of the committee and any officer or employee of the General Partner, the Registrant, or any of its subsidiaries acting at the direction or on behalf of the committee shall not be personally
liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the fullest extent permitted by law, be indemnified and held harmless by the Registrants General Partner with respect to any such action
or determination.
Item 7. |
Exemption from Registration Claimed. |
Not applicable.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Registrant with the Commission, each of the following exhibits is filed herewith:
|
|
|
Exhibit Number |
|
Description |
|
|
4.1 |
|
Certificate of Limited Partnership of Dominion Midstream Partners, LP (incorporated by reference to Exhibit 3.1 to the Registrants Form S-1 Registration Statement (File No. 333-194864), filed on March 28, 2014). |
|
|
4.2 |
|
First Amended and Restated Limited Partnership Agreement of Dominion Midstream Partners, LP, dated October 20, 2014, by and between Dominion Midstream GP, LLC and Dominion MLP Holding Company, LLC (incorporated by reference to
Exhibit 3.1 to the Registrants Current Report on Form 8-K (File No. 001-36684), filed on October 20, 2014). |
|
|
4.3 |
|
Dominion Midstream Partners, LP 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.6 to the Registrants Current Report on Form 8-K (File No. 001-36684), filed on October 20, 2014). |
|
|
5.1* |
|
Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered. |
|
|
23.1* |
|
Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1). |
|
|
23.2* |
|
Consent of Deloitte & Touche LLP. |
|
|
23.3* |
|
Consent of Deloitte & Touche LLP. |
|
|
24.1* |
|
Powers of Attorney (included on the signature page of this Registration Statement). |
|
(a) |
The undersigned Registrant hereby undertakes: |
|
(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
|
(i) |
to include any prospectus required by Section 10(a)(3) of the Securities Act; |
|
(ii) |
to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement; and |
|
(iii) |
to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
|
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference
in this Registration Statement.
|
(2) |
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
|
(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
|
(b) |
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrants annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
|
(h) |
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, State of Virginia on October 21, 2014.
|
|
|
DOMINION MIDSTREAM PARTNERS, LP |
|
|
By: |
|
/s/ Thomas F. Farrell II |
|
|
Name: Thomas F. Farrell II |
|
|
Title: Chairman and Chief Executive Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints Mark O. Webb, Carter M. Reid, and Karen W. Doggett, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution, for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any additional registration statement pursuant to Rule 462(b), and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as
fully and to all intents and purposes as they might or could not in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the
following persons in the capacities and on October 21, 2014.
|
|
|
Signature |
|
Title |
|
|
/s/ Thomas F. Farrell II
Thomas F. Farrell II |
|
Chairman and Chief Executive Officer
(Principal Executive Officer) |
|
|
/s/ Mark F. McGettrick
Mark F. McGettrick |
|
Director, Executive Vice President and Chief Financial Officer
(Principal Financial Officer) |
|
|
/s/ Michele L. Cardiff
Michele L. Cardiff |
|
Vice President, Controller and Chief Accounting Officer
(Principal Accounting Officer and Controller) |
|
|
/s/ Joseph M. Rigby
Joseph M. Rigby |
|
Director |
|
|
/s/ John W. Snow
John W. Snow |
|
Director |
|
|
/s/ David A. Wollard
David A. Wollard |
|
Director |
|
|
|
|
|
Exhibit 5.1 |
October 21, 2014
Dominion
Midstream Partners, LP
120 Tredegar Street
Richmond,
Virginia 23219
Ladies and Gentlemen:
We
have acted as counsel for Dominion Midstream Partners, LP, a Delaware limited partnership (the Company), in connection with the Companys registration under the Securities Act of 1933, as amended (the Act), of the offer
and sale of an aggregate of up to 3,000,000 units of the Companys common units, which represent limited partnership interests (the Units), pursuant to the Companys registration statement on Form S-8 (the Registration
Statement) to be filed with the Securities and Exchange Commission (the Commission) on October 21, 2014, which Units may be issued from time to time in accordance with the terms of the Dominion Midstream Partners, LP 2014
Long-Term Incentive Plan (the Plan).
In reaching the opinions set forth herein, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of such documents and records of the Company and such statutes, regulations and other instruments as we deemed necessary or advisable for purposes of this opinion, including
(i) the Registration Statement, (ii) certain resolutions adopted by the board of directors of the Company, (iii) the Plan, and (iv) such other certificates, instruments, and documents as we have considered necessary for purposes
of this opinion letter. As to any facts material to our opinions, we have made no independent investigation or verification of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and
officers or other representatives of the Company.
We have assumed (i) the legal capacity of all natural persons, (ii) the
genuineness of all signatures, (iii) the authority of all persons signing all documents submitted to us on behalf of the parties to such documents, (iv) the authenticity of all documents submitted to us as originals, (v) the
conformity to authentic original documents of all documents submitted to us as copies, and (vi) that all information contained in all documents reviewed by us is true, correct and complete. In addition, we have assumed that Units will be issued
in accordance with the terms of the Plan.
Based on the foregoing and subject to the limitations set forth herein, and having due regard
for the legal considerations we deem relevant, we are of the opinion that the Units have been duly authorized and, when the Units are issued by the Company in accordance with the terms of the Plan and the instruments executed pursuant to the Plan,
as applicable, which govern the awards to which any Unit relates, will be validly issued, fully paid (to the extent required by the Companys partnership agreement) and non-assessable, except as such nonassessability may be limited by Sections
17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act or within the Companys partnership agreement.
This opinion is limited in all respects to the Delaware Revised Uniform Limited Partnership Act, including the statutory provisions contained
therein and the reported judicial decisions interpreting those laws. We express no opinion as to any matter other than as expressly set forth above, and no opinion on any other matter may be inferred or implied herefrom. The opinions expressed
herein are rendered as of the date hereof and we expressly disclaim any obligation to update this letter or advise you of any change in any matter after the date hereof.
|
|
|
Vinson & Elkins LLP Attorneys at Law
Abu Dhabi Austin Beijing Dallas Dubai Hong Kong Houston London
Moscow New York Palo Alto Riyadh San Francisco Tokyo Washington |
|
Trammell Crow Center, 2001 Ross Avenue, Suite 3700
Dallas, TX 75201-2975 Tel +1.214.220.7700 Fax
+1.214.220.7716 www.velaw.com |
|
|
|
|
|
October 21, 2014 Page 2 |
This opinion letter may be filed as an exhibit to the Registration Statement. In giving this
consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act.
|
Very truly yours, |
|
/s/ Vinson & Elkins L.L.P. |
Vinson & Elkins L.L.P. |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 28, 2014, relating to the consolidated
balance sheet of Dominion Midstream Partners, LP appearing in Amendment No. 7 to Form S-1, of Dominion Midstream Partners, LP.
/s/
Deloitte & Touche LLP
October 21, 2014
Richmond, Virginia
Exhibit 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 28, 2014, relating to the financial
statements of Dominion Cove Point LNG, LP appearing in Amendment No. 7 to Form S-1, of Dominion Midstream Partners, LP.
/s/ Deloitte &
Touche LLP
October 21, 2014
Richmond, Virginia
Desktop Metal (NYSE:DM)
Historical Stock Chart
From Jun 2024 to Jul 2024
Desktop Metal (NYSE:DM)
Historical Stock Chart
From Jul 2023 to Jul 2024