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Dominion Midstream purchases Questar Pipeline

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World Pipelines,

Dominion Midstream Partners, LP has closed on the transaction to acquire Questar Pipeline, LLC, from Dominion Resources, Inc., for US$1.725 billion. As part of the transaction, Dominion Midstream paid US$823 million in cash to Dominion, issued US$167 million of common units and US$300 million of convertible preferred units to Dominion, and has assumed Questar Pipeline's US$435 million of outstanding indebtedness.

Cash sources included a previously announced US$360 million underwritten public common unit offering, a US$137.5 million private placement of common units, and US$500 million of convertible preferred units placed with a group of institutional investors led by Stonepeak Infrastructure Partners.

Thomas F. Farrell II, Chairman, President and Chief Executive Officer of Dominion and Dominion Midstream GP, LLC, said: "Today's announcement once again demonstrates Dominion's and Dominion Midstream's ability to execute complementary acquisitions to achieve best-in-class distribution growth at Dominion Midstream while providing cash to Dominion to pay down debt."

The addition of Questar Pipeline – which owns and operates Federal Energy Regulatory Commission-regulated natural gas transmission and storage assets in Colorado, Utah and Wyoming – is expected to be immediately accretive to Dominion Midstream's distributable cash flow per unit. This transaction supports the partnership's intention to grow distributions to unitholders at a compounded annual growth rate of 22% year through the end of the decade.

Dominion plans to use the cash generated by the dropdown transaction and other related financing activities to reduce debt at the parent level by US$1.2 billion.

Joint bookrunning managers and placement agents on the above-referenced public and private capital markets activities included RBC Capital Markets, Barclays, JP Morgan, Mizuho Securities, BofA Merrill Lynch, Citigroup and UBS Investment Bank.

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