Item 1.01
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Entry Into a Material Definitive Agreement.
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On July 11, 2016, Dominion Midstream
Partners, LP (the Partnership) and Dominion Midstream GP, LLC, the general partner of the Partnership, entered into an Equity Distribution Agreement (the Agreement) with RBC Capital Markets, LLC, Barclays Capital Inc., J.P.
Morgan Securities LLC, Mizuho Securities USA Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNP Paribas Securities Corp., Citigroup Global Markets Inc., Scotia Capital (USA) Inc. and UBS Securities LLC (each a Manager
and collectively the Managers). Pursuant to the terms of the Agreement, the Partnership may sell from time to time through the Managers, the Partnerships common units representing limited partner interests having an aggregate
offering price of up to $150,000,000 (the Common Units). Sales of the Common Units, if any, will be made by means of ordinary brokers transactions between members of the New York Stock Exchange, any other national securities
exchange or facility thereof, a trading facility of a national securities association, or an alternative trading system, to or through a market maker, directly on or through an electronic communications network, a dark pool or any
similar market venue, in each case, at market prices, in block transactions or as shall otherwise be permitted by law and agreed to by the Partnership and any Manager.
Subject to the terms and conditions of the Agreement, each Manager will use its commercially reasonable efforts to sell, as sales agent for
the Partnership, any Common Units to be offered by the Partnership under the Agreement. Under the terms of the Agreement, the Partnership may also sell Common Units to one or more of the Managers as principal for their own account at a price to be
agreed upon at the time of sale. Any sale of Common Units to a Manager as principal would be pursuant to the terms of a separate terms agreement between the Partnership and such Manager.
The Partnership intends to use the net proceeds from any sales pursuant to the Agreement, after deducting Managers commissions and the
Partnerships offering expenses, for general partnership purposes, which may include, among other things, debt repayment, acquisitions, capital expenditures and additions to working capital.
The Common Units will be issued pursuant to the Partnerships existing effective shelf registration statement on Form S-3 (Registration
No. 333-211161), which was declared effective by the Securities and Exchange Commission on May 17, 2016, including the related prospectus dated May 17, 2016 and a prospectus supplement dated July 11, 2016, as the same may be
amended or supplemented.
The Agreement contains customary representations, warranties and agreements by the Partnership, indemnification
obligations of the Partnership and the Managers, including for liabilities under the Securities Act of 1933, other obligations of the parties and termination provisions. The foregoing description of the Agreement does not purport to be complete and
is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated by reference herein. Legal opinions relating to the Common Units are filed herewith as Exhibits 5.1 and
8.1.
The Managers and/or affiliates of each of the Managers have, from time to time, performed, and may in the future perform, various
financial advisory and commercial and investment banking services for the Partnership and its affiliates, for which they have received and in the future will receive customary compensation and expense reimbursement.