Washington, DC 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reports): March 27, 2018



Dominion Energy Midstream Partners, LP

(Exact name of registrant as specified in its charter)




Delaware   001-36684   46-5135781

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

120 Tredegar Street

Richmond, Virginia

(Address of Principal Executive Office)   (Zip Code)

Registrant’s telephone number, including area code: (804) 819-2000

Not Applicable

(Former name or address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below)


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 7.01 Regulation FD Disclosure.

On March 15, 2018, the Federal Energy Regulatory Commission (FERC) issued a policy revision indicating that it no longer will allow master limited partnership interstate natural gas and oil pipelines to recover an income tax allowance in cost-of-service rates. Dominion Energy Midstream Partners, LP (Dominion Energy Midstream) expects that any future impacts to revenues of FERC-regulated interstate gas transmission assets held at Dominion Energy Midstream as a result of this policy revision will be applied prospectively and only after a multi-year rate proceeding process.

The reaction of master limited partnership equity capital markets to the FERC policy revision may have a material negative impact on the amount and price at which Dominion Energy Midstream can raise public equity. Dominion Energy, Inc., the ultimate parent company of Dominion Midstream, is currently engaged in a review of options for Dominion Energy Midstream and, in the interim, intends to recommend to the Dominion Energy Midstream Board of Directors that the limited partner distribution per unit be increased for the first quarter of 2018 by 5% over the distribution per unit for the fourth quarter of 2017. Dominion Energy Midstream is expected to utilize existing excess distributable cash flow coverage to support this increase.

Forward looking statements

This report includes certain “forward-looking information.” Examples include information as to expectations, beliefs, plans, goals, objectives and future financial or other performance or assumptions concerning matters discussed in this report. Our businesses are influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond our ability to control or estimate precisely. A number of factors that could cause actual results to differ from those in the forward-looking statements have been and will be identified in Dominion Midstream Partners’ Securities and Exchange Commission Reports on Forms 10-K and 10-Q. We refer you to those discussions for further information. Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


By:   Dominion Energy Midstream GP, LLC
its general partner

/s/ James R. Chapman

Name:   James R. Chapman
Title:   Senior Vice President – Mergers & Acquisitions and Treasurer

Date: March 27, 2018