Note
: This Amendment No. 5 amends and supplements the Schedule 13D originally filed with the
Securities and Exchange Commission on April 2, 2015 and subsequently amended on October 6, 2015, January 29, 2016, December 1, 2016 and July 9, 2018. Capitalized terms used in this Amendment No. 5 and not defined herein
have the respective meanings ascribed to such terms in the Schedule 13D, as previously amended.
Item 2.
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Identity and Background.
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The information previously provided in response to this Item 2 is hereby amended and supplemented as follows:
The information required by subparagraphs (a), (b), (c) and (f) of this Item with respect to the directors and executive officers of the
Reporting Persons is set forth on Schedule A attached hereto and is incorporated herein by reference.
During the last five years, none of
the Reporting Persons nor, to the best of the Reporting Persons knowledge, any of the persons identified on Schedule A has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.
During the last five years, none of the Reporting Persons nor, to the best of the Reporting Persons knowledge, any of the persons
identified on Schedule A was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 4.
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Purpose of Transaction
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Item 4 is hereby supplemented as follows:
On
September 19, 2018, Thomas F. Farrell, II, Chairman, President and Chief Executive Officer of Dominion, delivered a
non-binding
offer (the
Offer Letter
) to the Issuer to acquire all of
the outstanding Common Units of the Issuer not already owned by Dominion and its affiliates in exchange for common shares of Dominion, no par value (the
Dominion Common Shares
), at an exchange ratio of 0.2468 Dominion Common
Shares for each Common Unit of the Issuer. The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, which is filed as Exhibit 1 hereto and is
incorporated by reference in its entirety into this Item 4.
There can be no assurance that any discussions that may occur between
Dominion and the Issuer with respect to Dominions offer will result in the entry into a definitive agreement concerning a transaction or, if such a definitive agreement is reached, will result in the consummation of a transaction provided for
in such definitive agreement. Discussions concerning a transaction may be terminated at any time and without prior notice. Entry into a definitive agreement concerning a transaction and the consummation of any such transaction is subject to a number
of contingencies that are beyond the control of Dominion, including the satisfactory completion of due diligence, the approval of the board of directors of GP (the
Issuer Board
), the recommendation of the conflicts committee of
the Issuer Board, approval by holders of a majority of the outstanding Common Units of the Issuer, and the satisfaction of any conditions to the consummation of a transaction set forth in any such definitive agreement.
Dominion does not intend to disclose developments with respect to the foregoing unless and until the Issuer Board and Dominion have approved a
specific transaction, if any, and Dominion and the Issuer have then entered into a definitive agreement to effect such transaction, except as may be required by law. The foregoing is not intended to limit the matters previously disclosed in Item 4
of this Schedule 13D.
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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The information provided or incorporated by reference in Item 4 is hereby incorporated by reference herein.
Item 7.
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Material to Be Filed as Exhibits.
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Exhibit
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Description
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1.
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Offer Letter, dated September 19, 2018
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