As filed with the Securities and Exchange Commission on August 25, 2014

Registration No. 333-194864

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 4

to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Dominion Midstream Partners, LP

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware		4922		46-5135781
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

120 Tredegar Street

Richmond, Virginia 23219

(804) 819-2000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

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		William J. Cooper Andrews Kurth LLP 1350 I St. NW, Suite 1100 Washington, DC 20005 Tel: (202) 662-2700		Michael O’Leary Andrews Kurth LLP 600 Travis Street, Suite 4200 Houston, Texas 77002 Tel: (713) 220-4200

 

 

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

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 Exchange Act.

 

Large accelerated filer		¨		Accelerated filer		¨
Non-accelerated filer		x  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

---

EXPLANATORY NOTE

Dominion Midstream Partners, LP is filing this Amendment No. 4 (the “Amendment”) to its Registration Statement on Form S-1 (Registration No. 333-194864) (the “Registration Statement”) as an exhibit-only filing to file Exhibits 1.1, 5.1 and 8.1 and no changes or additions are being made hereby to the preliminary prospectus which forms a part of the Registration Statement or to Items 13, 14, 15 or 17 of Part II of the Registration Statement. Accordingly, the preliminary prospectus and Items 13, 14, 15 and 17 of Part II of the Registration Statement have been omitted from this filing.

---

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

ITEM 16.

EXHIBITS.

See the Index to Exhibits on the page immediately preceding the exhibits for a list of exhibits filed as part of this registration statement on Form S-1, which Index to Exhibits is incorporated herein by reference.

 

II-1

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 25, 2014.

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and the dates indicated.

 

Name		Title		Date
/s/ Thomas F. Farrell II Thomas F. Farrell II		Chairman and Chief Executive Officer (Principal Executive Officer)		August 25, 2014
/s/ Mark F. McGettrick Mark F. McGettrick		Director, Executive Vice President and Chief Financial Officer (Principal Financial Officer)		August 25, 2014
/s/ Michele L. Cardiff Michele L. Cardiff		Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)		August 25, 2014

 

II-2

---

INDEX TO EXHIBITS

 

Exhibit Number				Description
1.1*		—		Form of Underwriting Agreement
3.1***		—		Certificate of Limited Partnership of Dominion Midstream Partners, LP
3.2***		—		Form of Amended and Restated Limited Partnership Agreement of Dominion Midstream Partners, LP (included as Appendix A in the prospectus included in this Registration Statement)
5.1*		—		Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered
8.1*		—		Opinion of Vinson & Elkins L.L.P. relating to tax matters
10.1***		—		Form of Contribution Agreement
10.2***		—		Form of Services Agreement
10.3***		—		Form of Dominion Midstream Partners, LP 2014 Long-Term Incentive Plan
10.4***		—		Form of Credit Facility with Dominion
10.5***		—		Form of Registration Rights Agreement
10.6†***		—		Terminal Expansion Agreement Cove Point between Dominion Cove Point LNG, LP and Statoil Natural Gas LLC, dated September 1, 2006
10.7†***		—		Amendment to the Terminal Expansion Agreement between Dominion Cove Point LNG, LP and Statoil Natural Gas LLC, dated December 14, 2007
10.8†***		—		Acknowledgement and Amendment to the Precedent Agreement for Firm LNG Tanker Discharging Service (Expansion Project) and to the Terminal Expansion Agreement Cove Point between Dominion Cove Point LNG, LP and Statoil Natural Gas LLC, dated April 2009
10.9***		—		Amendment to the Terminal Expansion Agreement Cove Point between Dominion Cove Point LNG, LP and Statoil Natural Gas LLC, dated September 22, 2009
10.10†***		—		Agreement and Amendment to the Terminal Expansion Agreement between Dominion Cove Point LNG, LP and Statoil Natural Gas LLC, dated January 26, 2011
10.11***		—		Agreement and Amendment to the Terminal Expansion Agreement between Dominion Cove Point LNG, LP and Statoil Natural Gas LLC, dated April, 2012
10.12†***		—		Early Termination Letter Agreement between Dominion Cove Point LNG, LP and Statoil Natural Gas LLC, dated March 15, 2013
10.13***		—		Form of Second Amended and Restated Agreement of Limited Partnership of Dominion Cove Point LNG, LP
10.14***		—		Form of Right of First Offer Agreement
21.1***		—		List of Subsidiaries of Dominion Midstream Partners, LP
23.1***		—		Consent of Deloitte & Touche LLP
23.2***		—		Consent of Deloitte & Touche LLP
23.3***		—		Consent of Wood Mackenzie
23.4*		—		Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1)
23.5*		—		Consent of Vinson & Elkins L.L.P. (contained in Exhibit 8.1)

 

II-3

---

Exhibit Number				Description
24.1***		—		Powers of Attorney (contained on page II-3)
99.1***		—		Consent of Director Nominee (Wollard)
99.2***		—		Consent of Director Nominee (Rigby)
99.3***		—		Consent of Director Nominee (Snow)

 

*	Provided herewith.

***	Previously filed.

†	Confidential status has been requested for certain portions thereof pursuant to a Confidential Treatment Request filed June 23, 2014. Such provisions have been filed separately with the Securities and Exchange Commission.

 

II-4