• FERC-regulated, demand-driven contract profile consistent with Dominion Midstream's focus on low-risk natural gas transportation assets
• Complements Dominion's existing 24.72 percent ownership in Iroquois
• Distributable cash flow (DCF)/unit accretive to Dominion Midstream and supportive of its 22 percent long-term cash distribution growth rate; expected to eliminate any need to pursue incremental drops through 2016
• No public market issuance of units is planned in association with these transactions
RICHMOND, Va. – Dominion Midstream Partners, LP (NYSE: DM), announced today that it has entered into agreements with affiliates of National Grid plc and New Jersey Resources Corporation to acquire their ownership interests in Iroquois Gas Transmission System, L.P., in exchange for the issuance of approximately 8.6 million common units in Dominion Midstream having an agreed-upon value of approximately $286.5 million. As part of the agreements, National Grid and New Jersey Resources would contribute their combined 25.93 percent ownership interests in Iroquois to Dominion Midstream in exchange for newly issued Dominion Midstream common units. Dominion Midstream has no plans to acquire the ownership interest in Iroquois currently held by Dominion Gas Holdings, LLC, a wholly owned subsidiary of Dominion Resources, Inc. (NYSE: D).
Under these agreements, approximately 6.8 million units (representing approximately $225.4 million at the agreed-upon unit price) would be issued to National Grid, and approximately 1.8 million units (representing approximately $61.1 million at the agreed-upon unit price) would be issued to New Jersey Resources. National Grid and New Jersey Resources have agreed to certain transfer restrictions applicable to such units including, with certain exceptions, a general one-year lockup period, and would be granted certain registration rights and piggyback registration rights with respect to future Dominion Midstream equity offerings. No public market issuance of units is planned in connection with these transactions.
Thomas F. Farrell II, chairman, president and chief executive officer of Dominion Resources and Dominion Midstream GP, LLC, said:
"This is an excellent example of what we have laid out as our core strategy since Dominion Midstream's IPO - that is, to achieve best-in-class growth through the acquisition of high-quality, stable, regulated midstream gas infrastructure. Dominion knows Iroquois well, and Dominion Midstream is pleased to acquire a stake in this well-run, safety-conscious pipeline system. We also welcome National Grid and New Jersey Resources as partners in Dominion Midstream."
Iroquois Gas Transmission System, L.P., is a Delaware limited partnership that owns and operates a 416-mile, FERC-regulated natural gas transmission pipeline extending from the Canada-United States border near Waddington, N.Y., through New York and Connecticut to South Commack, N.Y., on Long Island and Hunts Point, N.Y., in the Bronx.
The partnership expects that cash flows associated with Dominion Midstream's existing preferred equity interest in Cove Point, ownership of Dominion Carolina Gas Transmission (acquired in April 2015), and the Iroquois interests acquired from National Grid and New Jersey Resources will be sufficient to support annual cash distribution growth at Dominion Midstream at the targeted rate of 22 percent through 2016. The purchase price equates to a 9.8x multiple of estimated 2015 EBITDA.
The closing of both transactions is subject to clearance under the Hart-Scott-Rodino Act.
About Dominion Midstream
Dominion Midstream is a growth-oriented Delaware limited partnership formed by Dominion Resources, Inc., in March 2014 to own, operate, develop and acquire natural gas import, storage, regasification, transportation and related assets. It is headquartered in Richmond, Va. For more information about Dominion Midstream, visit its website at www.dommidstream.com.
About Iroquois Gas Transmission System, L.P.
Headquartered in Shelton, Conn., Iroquois Gas Transmission System, L.P. is a Delaware limited partnership that owns and operates a 416-mile, FERC-regulated natural gas transmission pipeline that extends from the Canada-United States border near Waddington, N.Y., through the states of New York and Connecticut to South Commack, N.Y., on Long Island and Hunts Point, N.Y., in the Bronx. It was formed in 1985 and commenced full operations in 1992. For more information about Iroquois, visit the company's website at www.iroquois.com.
About National Grid
National Grid (LSE: NG; NYSE: NGG) is an electricity and gas company that connects consumers to energy sources through its networks. In Britain, National Grid runs the gas and electricity systems that society is built on, delivering gas and electricity across the country. In the North Eastern U.S., National Grid connects more than seven million gas and electric customers to vital energy sources, essential for modern lifestyles. More information at www.nationalgrid.com.
About New Jersey Resources
New Jersey Resources (NYSE: NJR) is a Fortune 1000 company that provides safe and reliable natural gas and clean energy services, including transportation, distribution and asset management. With annual revenues in excess of $3 billion, NJR is comprised of five primary businesses: New Jersey Natural Gas, NJR Energy Services, NJR Clean Energy Ventures, NJR Midstream and NJR Home Services.
SOURCE Dominion Midstream Partners
CONTACT: Media (Dominion): Ryan Frazier, (804) 819-2521 or C.Ryan.Frazier@dom.com; Media (National Grid): Paula Haschig, (781) 907-1719 or Paula.Haschig@nationalgrid.com; Media (New Jersey Resources): Michael Kinney, (732) 938-1031 or MKinney@NJResources.com; Financial analysts: Kristy Babcock, (804) 819-2492 or Kristy.R.Babcock@dom.com
Web Site: http://www.dom.com