Dominion Midstream Partners (DM) Prices Larger 13.5M Units Offering for Proceeds of ~$313.2M

October 31, 2016 9:20 AM EDT

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Dominion Midstream Partners, LP (NYSE: DM), a Delaware limited partnership and a subsidiary of Dominion Resources, Inc. (NYSE: D), announced that it has priced its previously announced public offering of limited partnership units representing limited partner interests (common units) pursuant to an effective shelf registration statement filed with the U.S. Securities and Exchange Commission (SEC) at $23.20 per common unit. The size of the offering has been upsized from 12,000,000 common units to 13,500,000 common units. The underwriters have also been granted an option to purchase up to 2,025,000 additional common units (the option). Dominion Midstream expects the offering to close on Nov. 3, 2016, subject to customary closing conditions.

Dominion Midstream intends to use the net proceeds from this offering, including any net proceeds from the underwriters' exercise of their option, to fund a portion of the purchase price for the acquisition of all of the issued and outstanding membership interests of Questar Pipeline, LLC, from Dominion (the acquisition). This offering is not conditioned on the consummation of the acquisition. If the acquisition is not consummated, Dominion Midstream intends to use the net proceeds from this offering for general partnership purposes, which may include, among other things, debt repayment, acquisitions, capital expenditures and additions to working capital.

RBC Capital Markets, Barclays, J.P. Morgan, Mizuho Securities, BofA Merrill Lynch, Citigroup and UBS Investment Bank are acting as joint book-running managers for the offering.

This offering will be made only by means of a written prospectus. Copies of the prospectus supplement and accompanying base prospectus related to this offering may be obtained from:

RBC Capital Markets

Barclays

200 Vesey Street, 8th Floor

c/o Broadridge Financial Solutions

New York, NY 10281-8098

1155 Long Island Avenue

Attn: Equity Syndicate

Edgewood, New York 11717

equityprospectus@rbccm.com

barclaysprospectus@broadridge.com

Toll-Free: (877) 822-4098

Toll-Free: (888) 603-5847

J.P. Morgan

Mizuho Securities

c/o Broadridge Financial Solutions

320 Park Avenue, 12th Floor

1155 Long Island Avenue

New York, New York 10022

Edgewood, New York 11717

Attn: Equity Capital Markets

prospectus-eq_fi@jpmchase.com

Telephone: (212) 205-7600

Toll-Free: (866) 803-9204

BofA Merrill Lynch

Citigroup

NC1-004-03-43

c/o Broadridge Financial Solutions

200 North College Street, 3rd Floor

1155 Long Island Avenue

Charlotte, North Carolina 28255-0001

Edgewood, New York 11717

Attn: Prospectus Department

Toll-Free: (800) 831-9146

dg.prospectus_requests@baml.com

UBS Investment Bank

1285 Avenue of the Americas

New York, New York 10019

Attn: Prospectus Dept.

Toll-Free: (888) 827-7275



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