As Filed with the Securities and Exchange Commission on December 10, 2018

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

DOMINION ENERGY, INC.

(Exact name of registrant as specified in its charter)

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)

Carlos M. Brown, Esq.

Vice President and General Counsel

Dominion Energy, Inc.

120 Tredegar Street

Richmond, Virginia 23219

Telephone: (804) 819-2690

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective and upon completion of the merger described in the enclosed document.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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(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, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

CALCULATION OF REGISTRATION FEE

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 of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

The information in this document is not complete and may be changed. Dominion Energy, Inc. may not sell the securities offered by this document until the registration statement filed with the Securities and Exchange Commission, of which this document is a part, is declared effective. This document shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction where such offer, solicitation or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION – DATED DECEMBER 10, 2018

On November 26, 2018, Dominion Energy, Inc. (“Dominion Energy”), Tredegar Street Merger Sub, LLC, an indirect, wholly owned subsidiary of Dominion Energy (“Merger Sub”), Dominion Energy Midstream Partners, LP (“Dominion Energy Midstream”), and Dominion Energy Midstream GP, LLC, the general partner of Dominion Energy Midstream (“DEM General Partner”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub will merge with and into Dominion Energy Midstream, with Dominion Energy Midstream surviving as an indirect, wholly owned subsidiary of Dominion Energy (the “Merger”).

Pursuant to the Merger Agreement, all outstanding common units representing limited partner interests in Dominion Energy Midstream (“DEM Common Units”) at the effective time of the Merger, other than DEM Common Units held directly or indirectly by Dominion Energy and its subsidiaries (all such units held by persons other than Dominion Energy or its subsidiaries, the “DEM Public Common Units” and holders of such units, the “DEM Public Common Unitholders”), will be cancelled and each such DEM Public Common Unit will be converted into the right to receive 0.2492 shares (the “Exchange Ratio”) of Dominion Energy common stock, without par value (“Dominion Energy Common Stock”).

On November 26, 2018, the board of directors of Dominion Energy (the “Dominion Energy Board”) determined that the Merger Agreement and the transactions contemplated thereby are in the best interests of Dominion Energy and its shareholders and approved and declared advisable the Merger Agreement.

The conflicts committee (the “DEM Conflicts Committee”) of the board of directors of the DEM General Partner (the “DEM Board”) unanimously determined that the Merger Agreement and the transactions contemplated thereby are in the best interests of Dominion Energy Midstream and the DEM Public Common Unitholders, approved the Merger Agreement and the transactions contemplated thereby, including the Merger (such approval constituting Special Approval as defined in the Fourth Amended and Restated Agreement of Limited Partnership of Dominion Energy Midstream (the “DEM Partnership Agreement”)), and recommended the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, to the DEM Board. Based upon such approval and recommendation, the DEM Board approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and resolved to submit the Merger Agreement to a vote of holders of Series A convertible preferred units representing limited partner interests in Dominion Energy Midstream (“DEM Series A Preferred Units” and, together with the DEM Common Units, the “DEM Units”) and DEM Common Units (such holders together, the “DEM Unitholders”) and authorized the DEM Unitholders to act by written consent pursuant to the DEM Partnership Agreement.

Pursuant to the DEM Partnership Agreement, the approval of the Merger Agreement and the Merger by Dominion Energy Midstream requires the affirmative vote or consent of at least a majority of the outstanding DEM Common Units and the affirmative vote or consent of at least a majority of the outstanding DEM Series A Preferred Units and the DEM Common Units, voting as a single class (the “Required DEM Unitholder Written Consent”). Dominion Energy Midstream has entered into a Support Agreement, dated as of November 26, 2018, with Dominion MLP Holding Company, LLC (“MLP Holdco”), QPC Holding Company (“QPC Holdco”) and DEM General Partner (the “Support Agreement”), pursuant to which MLP Holdco, QPC Holdco and DEM General Partner have irrevocably agreed to deliver a written consent adopting and approving in all respects the Merger Agreement and the transactions contemplated thereby, including the Merger (together, the “Support Written Consents”), within two business days following the effectiveness of the registration statement of which this consent statement/prospectus forms a part. As of November 23, 2018, MLP Holdco beneficially owned 43,820,578 DEM Common Units, DEM General Partner beneficially owned 26,675,082 DEM Common Units and QPC Holdco beneficially owned 6,656,839 DEM Common Units and 11,365,628 DEM Series A Preferred Units, which collectively represent approximately 60.9% of the outstanding DEM Common Units and 56.4% of the outstanding DEM Common Units and DEM Series A Preferred Units together. Accordingly, the delivery of the Support Written Consents will be sufficient to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, on behalf of the DEM Unitholders.

The DEM Board has set                 , 2018 as the record date (the “Record Date”) for determining the DEM Unitholders entitled to execute and deliver written consents with respect to the Merger. If you were a record holder of outstanding DEM Units as of the close of business on the Record Date, you may complete, date and sign the enclosed written consent and promptly return it to Dominion Energy Midstream. See the section titled “Written Consents of DEM Unitholders” beginning on page 25 of this consent statement/prospectus.

This consent statement/prospectus provides you with detailed information about the proposed Merger and related matters. Dominion Energy and Dominion Energy Midstream both encourage you to read the entire document carefully. In particular, please read “Risk Factors” beginning on page 15 of this consent statement/prospectus for a discussion of risks relevant to the Merger, the tax consequences of the Merger and owning the Dominion Energy Common Stock received in the Merger, an investment in Dominion Energy Common Stock and Dominion Energy’s business following the Merger.

The DEM Common Units are listed on the New York Stock Exchange (“NYSE”) under the symbol “DM,” and the Dominion Energy Common Stock is listed on the NYSE under the symbol “D.”

On behalf of the DEM Board,

Thomas F. Farrell, II

Chairman of the Board of Directors

Chief Executive Officer

Dominion Energy Midstream GP, LLC

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE MERGER OR DETERMINED THAT THIS CONSENT STATEMENT/PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This consent statement/prospectus is dated                 , 2018 and is first being mailed to DEM Unitholders on or about                 , 2018.

IMPORTANT NOTE ABOUT THIS CONSENT STATEMENT/PROSPECTUS

This consent statement/prospectus incorporates by reference important business and financial information about Dominion Energy and Dominion Energy Midstream and their respective subsidiaries from documents filed with the Securities and Exchange Commission (“SEC”) that have not been included in or delivered with this consent statement/prospectus. This information is available without charge at the SEC’s website at www.sec.gov, as well as from other sources. See “Where You Can Find More Information” beginning on page 99 of this consent statement/prospectus.

DEM Unitholders may also request copies of these publicly filed documents from Dominion Energy Midstream without charge, upon written or oral request to:

Dominion Energy Midstream Partners, LP

Corporate Secretary

120 Tredegar Street

Richmond, Virginia 23219

Phone: (804) 819-2000

Email: Corporate.Secretary@dominionenergy.com

If you request any documents, Dominion Energy Midstream will mail them to you by first class mail or another equally prompt means, after receipt of your request.

Except as otherwise specifically noted, or the context otherwise requires, as used in this consent statement/prospectus:

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The sections entitled “Questions and Answers” and “Summary” below highlight selected information from this consent statement/prospectus, but they do not include all of the information that may be important to you. To better understand the Merger Agreement and the Merger, and for a more complete description of its legal terms, you should carefully read this entire consent statement/prospectus, including the section entitled “Risk Factors” beginning on page 15 and the Merger Agreement, a copy of which is attached at Annex A hereto, as well as the documents that are incorporated by reference into this consent statement/prospectus. See “Where You Can Find More Information” beginning on page 99 of this consent statement/prospectus.

You should rely only on the information contained in, or incorporated by reference into, this consent statement/prospectus. No one has been authorized to provide you with information that is different from that

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contained in, or incorporated by reference into, this consent statement/prospectus. This consent statement/prospectus is dated                  , 2018. You should not assume that the information contained in or incorporated by reference into, this consent statement/prospectus is accurate as of any date other than, in the case of this consent statement/prospectus, the date on the front cover of this consent statement/prospectus and, in the case of information incorporated by reference, the respective dates of such referenced documents. Neither the mailing of this consent statement/prospectus to DEM Unitholders nor the issuance by Dominion Energy of shares of Dominion Energy Common Stock in connection with the Merger will create any implication to the contrary.

As discussed elsewhere in this consent statement/prospectus, each Non-Dominion DEM Series A Preferred Unit will, immediately before the effective time of the Merger, at the election of the holder of such unit, either (i) convert into DEM Common Units, (ii) be redeemed for cash or DEM Common Units in the sole discretion of the DEM General Partner or (iii) remain outstanding. Accordingly, for purposes of this consent statement/prospectus, references to “DEM Public Common Units” include (unless the context otherwise requires) any DEM Common Units issued upon any conversion of Non-Dominion DEM Series A Preferred Units as described above. Similarly, references to “DEM Public Common Unitholders” include (unless the context otherwise requires) any holders of DEM Common Units issued upon the conversion of Non-Dominion DEM Series A Preferred Units as described above.

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TABLE OF CONTENTS

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QUESTIONS AND ANSWERS

The following questions and answers are intended to briefly address some questions that you, as a DEM Unitholder, may have regarding the Merger, the Merger Agreement and the execution and delivery of written consents with respect to the Merger. Dominion Energy and Dominion Energy Midstream urge you to carefully read the remainder of this consent statement/prospectus, because these questions and answers may not address all questions or provide all information that might be important to you with respect to the Merger, the Merger Agreement and the execution and delivery of written consents with respect to the Merger. Additional important information is also contained in the annexes and the documents incorporated by reference into this consent statement/prospectus. You may obtain the information incorporated by reference into this consent statement/prospectus without charge by following the instructions under the section entitled “Where You Can Find More Information” beginning on page 99 of this consent statement/prospectus.

The approval of the Merger Agreement and the Merger by Dominion Energy Midstream requires the affirmative consent of at least a majority of the outstanding DEM Common Units and the affirmative consent of at least a majority of the outstanding DEM Series A Preferred Units and the DEM Common Units, voting as a single class. If you are a record holder of outstanding DEM Units as of the Record Date, you may complete, date and sign the enclosed written consent and promptly return it to Dominion Energy Midstream. The delivery of the Support Written Consents will be sufficient to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, on behalf of the DEM Unitholders.

This document constitutes both a prospectus of Dominion Energy and a consent statement of Dominion Energy Midstream. This document is a prospectus because Dominion Energy, in connection with the Merger, is offering Dominion Energy Common Stock in exchange for the DEM Public Common Units outstanding at the effective time of the Merger. This document is a consent statement because DEM Unitholders are being afforded the opportunity to sign a written consent approving the Merger using this document.

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No fractional shares of Dominion Energy Common Stock will be issued in the Merger. Instead, if a DEM Public Common Unitholder otherwise would be owed a fraction of a share of Dominion Energy Common Stock, such holder will receive the value of that fraction of a share in cash, without interest and rounded to the nearest cent, which value is based on a formula that takes into account the volume-weighted average price of Dominion Energy Common Stock for the five (5) consecutive trading day period ending on the third trading day prior to the effective time of the Merger. For example, if a DEM Public Common Unitholder owns 100 DEM Common Units, in exchange for such DEM Common Units, such holder will receive 24 shares of Dominion Energy Common Stock, plus an amount of cash equivalent to the value of 0.92 of a share of Dominion Energy Common Stock. See the section entitled “The Merger Agreement—Exchange of Units; Fractional Units” beginning on page 63.

As of December 18, 2018, the deadline for making such elections pursuant to the terms of the DEM Partnership Agreement, the holders of     % of the Non-Dominion DEM Series A Preferred Units have elected to convert such units into DEM Common Units. Each such holder shall receive the merger consideration described in the prior question for the DEM Common Units received as a result of their election.

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SELECTED HISTORICAL FINANCIAL INFORMATION OF DOMINION ENERGY

The selected historical consolidated financial data of Dominion Energy for each of the years ended 2017, 2016 and 2015 and at December 31, 2017 and 2016 have been derived from Dominion Energy’s audited consolidated financial statements and related notes contained in its Annual Report on Form 10-K for the year ended December 31, 2017, as updated in its Current Report on Form 8-K, filed on June 6, 2018, which are incorporated by reference into this consent statement/prospectus. The selected historical consolidated financial data for the years ended 2014 and 2013 and at December 31, 2015, 2014 and 2013 have been derived from Dominion Energy’s audited consolidated financial statements, which have not been incorporated by reference into this consent statement/prospectus. The selected historical consolidated financial data at September 30, 2018 and for the nine months ended September 30, 2018 and 2017 have been derived from Dominion Energy’s unaudited consolidated financial statements and related notes contained in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018, which are incorporated by reference into this consent statement/prospectus. The selected historical financial data at September 30, 2017 has been derived from Dominion Energy’s unaudited consolidated financial statements, which have not been incorporated by reference into this consent statement/prospectus. The information set forth below is only a summary and is not necessarily indicative of the results of future operations of Dominion Energy or the combined company, and you should read the following information together with Dominion Energy’s audited consolidated financial statements, the related notes and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Dominion Energy’s Annual Report on Form 10-K for the year ended December 31, 2017, as updated in its Current Report on Form 8-K, filed on June 6, 2018, and Dominion Energy’s unaudited consolidated financial statements, the related notes and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Dominion Energy’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018, which are incorporated by reference into this consent statement/prospectus. For more information, see the section entitled “Where You Can Find More Information” beginning on page 99 of this consent statement/prospectus.

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SELECTED HISTORICAL FINANCIAL INFORMATION OF DOMINION ENERGY MIDSTREAM

The selected historical consolidated financial data of Dominion Energy Midstream for each of the years ended 2017, 2016 and 2015 and at December 31, 2017 and 2016 have been derived from Dominion Energy Midstream’s audited consolidated financial statements and related notes contained in its Annual Report on Form 10-K for the year ended December 31, 2017, which are incorporated by reference into this consent statement/prospectus. The selected historical consolidated financial data for the year ended 2014 and at December 31, 2015 and 2014 have been derived from Dominion Energy Midstream’s audited consolidated financial statements, which have not been incorporated by reference into this consent statement/prospectus. The selected historical financial data for the year ended 2013 and at December 31, 2013 have been derived from the audited financial statements of Dominion Energy Cove Point LNG, LP, Dominion Energy Midstream’s predecessor for accounting purposes, which such financial statements have not been incorporated by reference into this consent statement/prospectus. The selected historical consolidated financial data at September 30, 2018 and for the nine months ended September 30, 2018 and 2017 have been derived from Dominion Energy Midstream’s unaudited consolidated financial statements and related notes contained in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018, which are incorporated by reference into this consent statement/prospectus. The selected historical consolidated financial data at September 30, 2017 has been derived from Dominion Energy Midstream’s unaudited consolidated financial statements, which have not been incorporated by reference into this consent statement/prospectus. The information set forth below is only a summary and is not necessarily indicative of the results of future operations of Dominion Energy Midstream or the combined company, and you should read the following information together with Dominion Energy Midstream’s audited consolidated financial statements, the related notes and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Dominion Energy Midstream’s Annual Report on Form 10-K for the year ended December 31, 2017, and Dominion Energy Midstream’s unaudited consolidated financial statements, the related notes and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Dominion Energy Midstream’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018, which are incorporated by reference into this consent statement/prospectus. For more information, see the section entitled “Where You Can Find More Information” beginning on page 99 of this consent statement/prospectus.

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SELECTED UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The following selected unaudited pro forma consolidated financial information is derived from the unaudited pro forma consolidated statements of income of Dominion Energy for the nine months ended September 30, 2018 and the year ended December 31, 2017, which have been prepared to give effect to the Merger as if the Merger was completed on January 1, 2017, and the unaudited pro forma condensed consolidated balance sheet of Dominion Energy at September 30, 2018, which has been prepared to give effect to the Merger as if the Merger was completed on September 30, 2018. The pro forma consolidated financial information reflects the removal of noncontrolling interest and the issuance of shares of Dominion Energy Common Stock as a result of the Merger.

The following selected unaudited pro forma consolidated financial information is for illustrative and informational purposes only and is not necessarily indicative of the results that might have occurred had the Merger taken place on January 1, 2017, for statements of income purposes, and September 30, 2018 for balance sheet purposes, and is not intended to be a projection of future results. Future results may vary significantly from the results reflected because of various factors, including those discussed in the section entitled “Risk Factors” beginning on page 15 of this consent statement/prospectus.

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COMPARATIVE AND PRO FORMA PER SHARE/UNIT DATA

The following table summarizes unaudited per share/unit data for (i) Dominion Energy and Dominion Energy Midstream on a historical basis, (ii) Dominion Energy on a pro forma combined basis giving effect to the Merger and (iii) Dominion Energy Midstream on a pro forma equivalent basis calculated by multiplying the Dominion Energy pro forma combined data by the Exchange Ratio of 0.2492. It has been assumed for purposes of the pro forma combined financial information provided below that the Merger was completed on January 1, 2017, for earnings per share purposes, and on September 30, 2018, for book value per share purposes.

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COMPARATIVE MARKET PRICES AND CASH DIVIDEND/DISTRIBUTION INFORMATION

Dominion Energy Common Stock and DEM Common Units are each listed on the NYSE under the symbols “D” and “DM,” respectively. The following table presents the closing prices of Dominion Energy Common Stock and DEM Common Units on November 23, 2018, the last trading day before the public announcement of the execution of the Merger Agreement, and December 7, 2018, the latest practicable trading day before the date of this consent statement/prospectus. The table also shows the equivalent per unit value of the Dominion Energy Common Stock included in the Merger Consideration for each DEM Common Unit, which per unit values are calculated as the product of (i) the Dominion Energy per share values and (ii) 0.2492, the Exchange Ratio.

The above table shows only historical comparisons. These comparisons may not provide meaningful information to DEM Unitholders in connection with making any decisions with respect to the Merger. DEM Unitholders are urged to obtain current market quotations for Dominion Energy Common Stock and DEM Common Units and to review carefully the other information contained in this consent statement/prospectus or incorporated herein by reference in making any decisions with respect to the Merger. See the section entitled “Where You Can Find More Information” beginning on page 99 of this consent statement/prospectus for instructions on how to obtain the information that has been incorporated by reference. Historical performance is not necessarily indicative of any performance to be expected in the future. See the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” beginning on pages 15 and 21, respectively, of this consent statement/prospectus.

Dividend and Share Data—Dominion Energy

Dividends on Dominion Energy Common Stock are paid as and when declared by the Dominion Energy Board. Dividends are typically paid on the 20^th of March, June, September and December of each year.

As of November 23, 2018, Dominion Energy had approximately 656 million shares of Dominion Energy Common Stock outstanding, and there were approximately 120,000 holders of record of Dominion Energy Common Stock.

Distribution and Unit Data—Dominion Energy Midstream

The DEM Partnership Agreement provides that distributions to holders of DEM Common Units will be made as and when declared by the DEM General Partner. Distributions are typically paid on the 15^th of February, May, August and November of each year.

As of November 23, 2018, Dominion Energy Midstream had approximately 127 million DEM Common Units outstanding, and there were approximately 14 holders of record of DEM Common Units.

The Merger Agreement restricts the ability of Dominion Energy to declare or pay certain dividends and distributions prior to the consummation of the Merger (other than regular quarterly cash dividends). See the section entitled “The Merger Agreement—Covenants and Other Agreements” beginning on page 67.

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RISK FACTORS

In addition to the other information included or incorporated by reference into this consent statement/prospectus, including the matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 21 of this consent statement/prospectus, you should carefully consider the following risks before deciding whether to sign and deliver a written consent. In addition, you should read and consider the risks associated with each of the businesses of Dominion Energy and Dominion Energy Midstream, because these risks may also affect the combined company. A description of the material risks can be found in the Annual Report on Form 10-K for the fiscal year ended December 31, 2017 for Dominion Energy and in the Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 for Dominion Energy Midstream, each of which are filed with the SEC and incorporated by reference into this consent statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 99 of this consent statement/prospectus.

Risks Related to the Merger

The number of shares of Dominion Energy Common Stock that holders of DEM Public Common Units will be entitled to receive in the Merger is based upon a fixed exchange ratio. As a result, the market value of the shares of Dominion Energy Common Stock that holders of DEM Public Common Units receive for their DEM Public Common Units in the Merger could decrease prior to the consummation of the Merger.

The Exchange Ratio to be paid in the Merger is fixed, meaning that it does not change and is not dependent upon the relative values of DEM Common Units and Dominion Energy Common Stock. Therefore, there is no “price protection” mechanism contained in the Merger Agreement that would adjust the number of shares of Dominion Energy Common Stock that DEM Public Common Unitholders will receive based on any decreases in the trading price of Dominion Energy Common Stock. If the price of Dominion Energy Common Stock decreases because of changes in Dominion Energy’s business, operations or prospects, market reactions to the Merger, general market and economic conditions, or any other factors, such as an equity or debt offering or other issuance, the market value of the shares of Dominion Energy Common Stock received by DEM Public Common Unitholders will also decrease. If Dominion Energy engages in any such transactions and the market price of Dominion Energy Common Stock declines in value as a result, DEM Public Common Unitholders will receive less value for their DEM Public Common Units than the value calculated pursuant to the Exchange Ratio on the date the Merger was announced. For historical and current market prices of DEM Common Units and Dominion Energy Common Stock, please see the section of this consent statement/prospectus entitled “Comparative Market Prices and Cash Dividend/Distribution Information” beginning on page 14.

The Merger is subject to closing conditions that, if not satisfied or waived, will result in the Merger not being consummated, which may cause the market price of the DEM Common Units to decline.

The obligation of the parties to the Merger Agreement to complete the Merger is subject to the satisfaction or waiver of certain conditions, including:

The parties’ obligations are also separately subject to the satisfaction or waiver of the following conditions:

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If these conditions are not satisfied or waived, the Merger will not occur, which may cause the market price of the DEM Common Units to decline.

Financial projections regarding Dominion Energy Midstream and Dominion Energy may not prove accurate.

In performing their financial analysis and rendering their opinion, Moelis, the financial advisor to the DEM Conflicts Committee, reviewed and relied on, among other things, internal financial analyses and forecasts for Dominion Energy Midstream and Dominion Energy, which were prepared by employees of Dominion Energy who normally render services to Dominion Energy Midstream. These financial projections include assumptions regarding future operating cash flows, expenditures, and income of Dominion Energy Midstream and Dominion Energy. These financial projections were not prepared with a view to public disclosure, are subject to significant economic, competitive, industry, regulatory and other uncertainties and may not be achieved in full, at all, or within projected timeframes. The failure of Dominion Energy Midstream’s or Dominion Energy’s businesses to achieve projected results, including projected cash flows, could have a material adverse effect on the price of Dominion Energy Common Stock, Dominion Energy’s financial position, and Dominion Energy’s ability to maintain or increase its dividends following the Merger.

The fairness opinion rendered to the DEM Conflicts Committee by Moelis was based on Moelis’ financial analysis and considered factors such as market, regulatory and other conditions then in effect, financial forecasts and other information made available to Moelis as of the date of the opinion. As a result, the opinion does not reflect changes in events or circumstances after the date of such opinion. The DEM Conflicts Committee has not obtained, and does not expect to obtain, an updated fairness opinion from Moelis reflecting changes in circumstances that may have occurred since the signing of the merger agreement.

The fairness opinion rendered to the DEM Conflicts Committee by Moelis was provided in connection with, and at the time of, the evaluation of the Merger and the Merger agreement by the DEM Conflicts Committee. The opinion was based on the financial analyses performed, which considered market, regulatory and other conditions then in effect, certain financial projections and other information made available to Moelis as of the date of the opinion, which may have changed, or may change, after the date such information was prepared or after the date of the opinion. The DEM Conflicts Committee has not obtained an updated opinion from Moelis following the date of the Merger Agreement and does not expect to obtain an updated opinion prior to completion of the Merger. Changes in the operations and prospects of Dominion Energy or Dominion Energy Midstream, general market and economic conditions and other factors that may be beyond the control of Dominion Energy and Dominion Energy Midstream, and on which the fairness opinion was based, may have altered the value of Dominion Energy or Dominion Energy Midstream or the prices of Dominion Energy Common Stock or DEM Common Units since the date of such opinion, or may alter such values and prices by the time the Merger is completed. The opinion does not speak as of any date other than the date of the opinion. For a description of the opinion that Moelis rendered to the DEM Conflicts Committee, please refer to “The Merger—Opinion of the DEM Conflicts Committee Financial Advisor” beginning on page 42.

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The DEM Partnership Agreement limits the duties of the DEM General Partner to DEM Unitholders and restricts the remedies available to unitholders for actions taken by the DEM General Partner that might otherwise constitute breaches of its duties.

In light of potential conflicts of interest between Dominion Energy and the DEM General Partner, on the one hand, and Dominion Energy Midstream and the DEM Unitholders other than the Dominion Energy Parties, on the other hand, the DEM Board submitted the Merger and related matters to the DEM Conflicts Committee for, among other things, review, evaluation, negotiation and possible approval of a majority of its members, which is referred to as “Special Approval” in the DEM Partnership Agreement and this consent statement/prospectus. Under the DEM Partnership Agreement:

The DEM Conflicts Committee reviewed, negotiated and evaluated the Merger Agreement, the Support Agreement, the Merger and related matters on behalf of the DEM Public Common Unitholders and Dominion Energy Midstream. Among other things, the DEM Conflicts Committee unanimously determined in good faith that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of Dominion Energy Midstream and the DEM Public Common Unitholders, approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and recommended the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, to the DEM Board. The duties of the DEM General Partner, the DEM Board and the DEM Conflicts Committee to DEM Unitholders in connection with the Merger are substantially limited by the DEM Partnership Agreement.

Certain directors and executive officers of the DEM General Partner may have interests that differ in certain respects from those of the DEM Unitholders.

In considering the approval of the Merger Agreement and the Merger by the DEM Conflicts Committee and the DEM Board, DEM Unitholders should consider that some of the directors and executive officers of the DEM General Partner who are not members of the DEM Conflicts Committee may have interests that differ from, or are in addition to their interests as DEM Unitholders. See the section entitled “The Merger—Interests of Certain Persons in the Merger” beginning on page 57.

If the Merger does not occur, Dominion Energy Midstream will not benefit from the expenses it has incurred in the pursuit of the Merger.

The Merger may not be completed. If the Merger is not completed, Dominion Energy Midstream will have incurred substantial expenses for which no ultimate benefit will have been received by it. Dominion Energy Midstream expects to incur merger-related expenses of approximately $        , consisting of independent advisory, legal and accounting fees, and financial printing and other related charges, much of which may be incurred even if the Merger is not completed.

Tax Risks Related to the Merger and the Ownership of Dominion Energy Common Stock Received in the Merger

In addition to reading the following risk factors, you are urged to read “Material U.S. Federal Income Tax Consequences” beginning on page 94 for a more complete discussion of the expected U.S. federal income tax

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consequences of the Merger and owning and disposing of Dominion Energy Common Stock received in the Merger.

The Merger should be a taxable transaction and, in such case, the resulting tax liability of a DEM Public Common Unitholder, if any, will depend on such holder’s particular situation. The tax liability of a DEM Public Common Unitholder as a result of the Merger could be more than expected.

DEM Public Common Unitholders will receive Dominion Energy Common Stock and may receive cash as the Merger Consideration. Although DEM Public Common Unitholders will receive no cash consideration other than cash received in lieu of fractional shares, if any, or in the event the Closing occurs after the record date for the Dominion Energy First Quarter Dividend, an amount in cash equal to such dividend, the Merger should be treated as a taxable sale by DEM Public Common Unitholders for U.S. federal income tax purposes. In such case, as a result of the Merger, a DEM Public Common Unitholder will recognize gain or loss for U.S. federal income tax purposes equal to the difference between such unitholder’s amount realized and the unitholder’s adjusted tax basis in the DEM Common Units it exchanges for Dominion Energy Common Stock pursuant to the Merger Agreement. The amount of gain or loss recognized by each DEM Public Common Unitholder in the Merger will vary depending on each unitholder’s particular situation, including the value of the shares of Dominion Energy Common Stock and the amount of cash received by each unitholder in the Merger, the adjusted tax basis of the DEM Common Units exchanged by each unitholder in the Merger, and the amount of any suspended passive losses that may be available to a particular unitholder to offset a portion of the gain recognized by the unitholder.

Because the value of any Dominion Energy Common Stock received in the Merger will not be known until the effective time of the Merger, a DEM Public Common Unitholder will not be able to determine its amount realized, and therefore its taxable gain or loss, until such time. In addition, because prior distributions in excess of a DEM Public Common Unitholder’s allocable share of Dominion Energy Midstream’s net taxable income decrease such DEM Public Common Unitholder’s tax basis in its DEM Units, the amount, if any, of such prior excess distributions with respect to such DEM Units will, in effect, become taxable income to a DEM Public Common Unitholder if the aggregate value of the consideration received in the Merger is greater than such DEM Public Common Unitholder’s adjusted tax basis in its DEM Common Units, even if the aggregate value of the consideration received in the Merger is less than such DEM Public Common Unitholder’s original cost basis in its DEM Units. Furthermore, a portion of this gain or loss, which portion could be substantial, will be separately computed and taxed as ordinary income or loss to the extent attributable to assets giving rise to depreciation recapture or other “unrealized receivables” or to “inventory items” owned by Dominion Energy Midstream and its subsidiaries.

For a more complete discussion of certain U.S. federal income tax consequences of the Merger, please read “Material U.S. Federal Income Tax Consequences” beginning on page 94.

The U.S. federal income tax treatment of DEM Public Common Unitholders with respect to owning and disposing of any shares of Dominion Energy Common Stock received in the Merger will be different than their U.S. federal income tax treatment with respect to owning and disposing of their DEM Units.

Dominion Energy Midstream is classified as a partnership for U.S. federal income tax purposes and, generally, is not subject to entity-level U.S. federal income taxes. Instead, each DEM Unitholder is required to take into account such unitholder’s share of Dominion Energy Midstream’s items of income, gain, loss, and deduction in computing its U.S. federal income tax liability, regardless of whether cash distributions are made to such DEM Unitholder by Dominion Energy Midstream. A distribution of cash by Dominion Energy Midstream to a DEM Unitholder who is a U.S. holder (as defined in the section entitled “Material U.S. Federal Income Tax Consequences”) is generally not taxable for U.S. federal income tax purposes unless the amount of cash distributed is in excess of the DEM Unitholder’s adjusted tax basis in its DEM Units.

In contrast, Dominion Energy is classified as a corporation for U.S. federal income tax purposes, and thus, Dominion Energy (and not its shareholders) is subject to U.S. federal income tax on its taxable income. A

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distribution of cash by Dominion Energy to a shareholder who is a U.S. holder will generally be included in such U.S. holder’s income as ordinary dividend income to the extent of Dominion Energy’s current or accumulated “earnings and profits,” as determined under U.S. federal income tax principles. A portion of the cash distributed to Dominion Energy shareholders by Dominion Energy after the Merger may exceed Dominion Energy’s current and accumulated earnings and profits. Cash distributions in excess of Dominion Energy’s current and accumulated earnings and profits will be treated as a non-taxable return of capital, reducing a U.S. holder’s adjusted tax basis in such shareholder’s Dominion Energy Common Stock and, to the extent the cash distribution exceeds the shareholder’s adjusted tax basis, as gain from the sale or exchange of such Dominion Energy Common Stock.

Please read “Material U.S. Federal Income Tax Consequences” beginning on page 94 for a more complete discussion of certain U.S. federal income tax consequences of owning and disposing of Dominion Energy Common Stock.

Risks Inherent in an Investment in Dominion Energy

The Dominion Energy Common Stock to be received as a result of the Merger has different rights from DEM Common Units.

Following completion of the Merger, DEM Public Common Unitholders will no longer hold DEM Public Common Units, but will instead hold shares of Dominion Energy Common Stock. Dominion Energy is a corporation, and Dominion Energy Midstream is a limited partnership. There are important differences between the rights of DEM Unitholders and the rights of Dominion Energy shareholders. See “Comparison of Rights of Dominion Energy Shareholders and Dominion Energy Midstream Unitholders” beginning on page 72.

The market value of Dominion Energy Common Stock could decline if large amounts of such stock are sold following the Merger; the market value of Dominion Energy Common Stock could also decline as a result of issuances and sales of Dominion Energy Common Stock other than in connection with the Merger.

Following the Merger, holders of DEM Public Common Units as of the effective time of the Merger will own interests in a combined company operating an expanded business with more assets and a different mix of liabilities. Current shareholders of Dominion Energy and former holders of DEM Public Common Units may not wish to continue to invest in the combined company, or may wish to reduce their investment in the combined company, in order to comply with institutional investing guidelines, to increase diversification or to track any rebalancing of stock indices in which Dominion Energy Common Stock or DEM Common Units are or were included. If, following the Merger, large amounts of Dominion Energy Common Stock are sold, the price of Dominion Energy Common Stock could decline.

Furthermore, Dominion Energy cannot predict the effect that issuances and sales of Dominion Energy Common Stock, whether taking place before the Merger (subject to the limitations of the Merger Agreement) or after the Merger, including issuances and sales in connection with capital markets transactions, such as the forward sale of Dominion Energy Common Stock (the “Forward Sale”) entered into in March 2018, or acquisition transactions, such as this Merger and the SCANA Merger, or other transactions, may have on the market value of Dominion Energy Common Stock. The issuance and sale of substantial amounts of Dominion Energy Common Stock could adversely affect the market value of such common stock.

The Merger may not be accretive to operating earnings and may cause dilution to Dominion Energy’s earnings per share, which may negatively affect the market price of Dominion Energy Common Stock.

Dominion Energy currently anticipates that the Merger will be immediately neutral to Dominion Energy’s forecasted operating earnings per share on a standalone basis. This expectation is based on preliminary estimates,

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which may materially change. Dominion Energy may encounter additional transaction and integration-related costs, may fail to realize all of the benefits anticipated in the Merger or be subject to other factors that affect preliminary estimates or its ability to realize operational efficiencies. Any of these factors could cause a decrease in Dominion Energy’s operating earnings per share or decrease or delay the expected effect of the Merger and contribute to a decrease in the price of Dominion Energy Common Stock.

Risks Relating to Dominion Energy’s Business

You should read and consider risk factors specific to Dominion Energy’s businesses that will also affect the combined company after the completion of the Merger. These risks are described in Part I, Item 1A of Dominion Energy’s Annual Report on Form 10-K for the year ended December 31, 2017, and in other documents that are incorporated by reference herein. For more information, see the section entitled “Where You Can Find More Information” beginning on page 99 of this consent statement/prospectus.

Risks Relating to Dominion Energy Midstream’s Business

You should read and consider risk factors specific to Dominion Energy Midstream’s businesses that will also affect the combined company after the completion of the Merger. These risks are described in Part I, Item 1A of Dominion Energy Midstream’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and Part II, Item 1A of Dominion Energy Midstream’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018, and in other documents that are incorporated by reference herein. For more information, see the section entitled “Where You Can Find More Information” beginning on page 99 of this consent statement/prospectus.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This consent statement/prospectus and the information incorporated by reference in this consent statement/prospectus include forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements are subject to risks and uncertainties, and actual results might differ materially from those discussed in, or implied by, the forward-looking statements. Forward-looking statements are based on the current beliefs and assumptions of the management of Dominion Energy and Dominion Energy Midstream and can often be identified by terms and phrases that include “anticipate,” “believe,” “intend,” “estimate,” “expect,” “continue,” “should,” “would,” “could,” “may,” “plan,” “project,” “predict,” “will,” “potential,” “forecast,” “target,” “guidance,” “outlook,” or other similar terminology. Various factors may cause actual results to be materially different than the suggested outcomes within forward-looking statements. Accordingly, there is no assurance that such results will be realized.

In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements included or incorporated by reference in this consent statement/prospectus might not occur or might occur to a different extent or at a different time than described. Actual results may differ materially from the current expectations of Dominion Energy and Dominion Energy Midstream depending on a number of factors affecting their businesses and risks associated with the successful execution of the Merger. In evaluating these forward-looking statements, you should carefully consider the risks described herein and in other reports that Dominion Energy and Dominion Energy Midstream file with the SEC. See the sections entitled “Risk Factors” beginning on page 15 of this consent statement/prospectus and “Where You Can Find More Information” beginning on page 99 of this consent statement/prospectus. Factors which could have a material adverse effect on operations and future prospects or which could cause events or circumstances to differ from the forward-looking statements include, but are not limited to:

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Except as otherwise required by law, neither Dominion Energy nor Dominion Energy Midstream is under any obligation, and each expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise. Persons reading this consent statement/prospectus are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date such statement is made.

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INFORMATION ABOUT THE COMPANIES

Dominion Energy

120 Tredegar Street

Richmond, Virginia 23219

(804) 819-2000

Headquartered in Richmond, Virginia and incorporated in Virginia in 1983, Dominion Energy is one of the nation’s largest producers and transporters of energy, with a portfolio of approximately 26,000 megawatts of electric generation, 66,600 miles of natural gas transmission, gathering, storage and distribution pipelines and 64,500 miles of electric transmission and distribution lines. Dominion Energy’s strategy is to be a leading provider of electricity, natural gas and related services to customers primarily in the eastern and Rocky Mountain regions of the U.S. Dominion Energy operates one of the largest natural gas storage systems in the U.S. with approximately 1 trillion cubic feet of capacity and serves nearly 6 million utility and retail energy customers.

Dominion Energy is focused on expanding its investment in regulated and long-term contracted electric generation, transmission and distribution and regulated natural gas transmission and distribution infrastructure. Dominion Energy’s nonregulated operations include merchant generation, energy marketing and price risk management activities and natural gas retail energy marketing operations. Dominion Energy’s operations are conducted through various subsidiaries, including (i) Virginia Electric and Power Company (“Virginia Power”), a regulated public utility that generates, transmits and distributes electricity for sale in Virginia and northeastern North Carolina, (ii) Dominion Energy Gas Holdings, LLC (“Dominion Energy Gas”), a holding company for certain of Dominion Energy’s regulated natural gas businesses, which conducts business activities through a regulated interstate natural gas transmission pipeline and underground storage system, a local, regulated natural gas transportation and distribution network and natural gas gathering and processing facilities, and (iii) Dominion Energy Questar Corporation, a holding company for Dominion Energy’s primarily regulated natural gas businesses located in the Rocky Mountain region, including retail natural gas distribution in Utah, Wyoming and Idaho and related natural gas development and production. Dominion Energy also owns 100% of the membership interests of DEM General Partner, 60.9% of the outstanding DEM Common Units and 37.5% of the DEM Series A Preferred Units.

Dominion Energy’s common stock is listed on the NYSE under the symbol “D.”

Additional information about Dominion Energy is included in the documents incorporated by reference into this consent statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page  99 of this consent statement/prospectus.

Dominion Energy Midstream

120 Tredegar Street

Richmond, Virginia 23219

(804) 819-2000

Dominion Energy Midstream is a Delaware limited partnership formed on March 11, 2014 by Dominion Energy to grow a portfolio of natural gas terminaling, processing, storage, transportation and related assets.

Dominion Energy Midstream owns all of the outstanding preferred equity interests and the general partner interest in Dominion Energy Cove Point LNG, LP, which owns liquefied natural gas import, storage, regasification and transportation assets. Through its subsidiary Dominion Energy Carolina Gas Transmission, LLC (“DECG”), Dominion Energy Midstream operates an interstate natural gas transportation company which delivers natural gas to wholesale and direct industrial customers throughout South Carolina and southeastern Georgia. The DECG system consists of approximately 1,500 miles of pipelines regulated by the Federal Energy Regulatory Commission (“FERC”).

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Through its subsidiary Iroquois GP Holding Company, LLC, Dominion Energy Midstream holds a 25.93% noncontrolling partnership interest in Iroquois Gas Transmission System, L.P. (“Iroquois”). Iroquois, a Delaware limited partnership, owns and operates a 416-mile FERC-regulated interstate natural gas pipeline that extends from the United States-Canadian border at Waddington, New York through the state of Connecticut to South Commack, Long Island, New York and continuing from Northport, Long Island, New York through the Long Island sound to Hunts Point, Bronx, New York. Through its subsidiary Dominion Energy Questar Pipeline, LLC, Dominion Energy Midstream owns and operates FERC-regulated natural gas transmission and storage assets in Colorado, Utah and Wyoming.

DEM Common Units are listed on the NYSE under the symbol “DM.”

Additional information about Dominion Energy Midstream is included in the documents incorporated by reference into this consent statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 99 of this consent statement/prospectus.

Merger Sub

120 Tredegar Street

Richmond, Virginia 23219

(804) 819-2000

Merger Sub is a Delaware limited liability company and a wholly owned subsidiary of Dominion Energy. Merger Sub was formed on November 16, 2018 solely for the purpose of consummating a merger with Dominion Energy Midstream and has no operating assets. Merger Sub has not carried on any activities to date except for activities incidental to its formation and activities undertaken in connection with a potential merger with Dominion Energy Midstream.

The SCANA Merger

On January 3, 2018, Dominion Energy and SCANA Corporation (NYSE: SCG) (“SCANA”) announced an agreement for the companies to combine in a stock-for-stock merger in which SCANA shareholders would receive 0.6690 shares of Dominion Energy Common Stock for each share of SCANA common stock, subject to numerous regulatory approvals, shareholder approval and other conditions (the “SCANA Merger”).

The SCANA Merger has received approval from SCANA’s shareholders, the North Carolina Utilities Commission, FERC, the Georgia Public Service Commission, the Nuclear Regulatory Commission and early termination by the FTC of the 30-day waiting period under the HSR Act. The SCANA Merger remains contingent upon approval from the Public Service Commission of South Carolina, which has been holding evidentiary hearings since November 1, 2018. A decision is expected by December 21, 2018.

If the SCANA Merger is completed, the combined company would deliver energy to approximately 6.5 million regulated customer accounts and have an electric generating portfolio of about 33,000 megawatts and 93,600 miles of electric transmission and distribution lines. It also would have a natural gas pipeline network totaling 106,400 miles and operate one of the nation’s largest natural gas storage systems with 1 trillion cubic feet of capacity.

For more information on the SCANA Merger, see the section entitled “Where You Can Find More Information” beginning on page 99.

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WRITTEN CONSENTS OF DEM UNITHOLDERS

DEM Units Entitled to Consent and Consent Required

Only DEM Unitholders of record at the close of business on the Record Date of                  , 2018 will be notified of and be entitled to execute and deliver a written consent with respect to the Merger Agreement and the Merger. The approval of the Merger Agreement and the Merger by Dominion Energy Midstream requires the affirmative vote or consent of a majority of the outstanding DEM Common Units and the affirmative vote or consent of at least a majority of the outstanding DEM Series A Preferred Units and the DEM Common Units, voting as a single class.

Pursuant to the terms of the Support Agreement, MLP Holdco, QPC Holdco and DEM General Partner have irrevocably agreed to deliver the Support Written Consents, within two business days following the effectiveness of the registration statement of which this consent statement/prospectus forms a part. As of November 23, 2018, MLP Holdco beneficially owned 43,820,578 DEM Common Units, DEM General Partner beneficially owned 26,675,082 DEM Common Units and QPC Holdco beneficially owned 6,656,839 DEM Common Units and 11,365,628 DEM Series A Preferred Units, which collectively represent approximately 60.9% of the outstanding DEM Common Units and 56.4% of the outstanding DEM Common Units and DEM Series A Preferred Units together. Accordingly, the delivery of the Support Written Consents will be sufficient to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, on behalf of the DEM Unitholders.

Submission of Consents

Holders of DEM Units may consent to the approval of the Merger Agreement and the Merger with respect to their DEM Units by completing, dating and signing the written consent furnished with this consent statement/prospectus and returning it to Dominion Energy Midstream.

If you are a DEM Unitholder of record at the close of business on the Record Date and you wish to give your written consent, you must fill out the enclosed written consent, date and sign it and promptly return it to Dominion Energy Midstream by following the instructions in the next sentence. Once you have completed, dated and signed the written consent, you may deliver it to Dominion Energy Midstream by faxing it to Dominion Energy Midstream Partners, LP, Attention: Corporate Secretary, at (804) 819-2232, by emailing a .pdf copy of your written consent to corporate.secretary@dominionenergy.com, or by mailing your written consent to Dominion Energy Midstream Partners, LP at 120 Tredegar Street, Richmond, Virginia 23219, Attention: Corporate Secretary. If you do not return your written consent, it will have the same effect as a vote against the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger.

Once a sufficient number of consents to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, have been received, the consent process will conclude. The delivery of the Support Written Consents will be sufficient to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, on behalf of the DEM Unitholders.

Revocation of Consents

Your consent may be revoked at any time before the consents of a sufficient number of DEM Units to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, have been delivered to the corporate secretary of Dominion Energy Midstream. If you wish to revoke a previously given consent before that time, you may do so by faxing such revocation to Dominion Energy Midstream Partners, LP, Attention: Corporate Secretary, at (804) 819-2232, by emailing a .pdf copy of your written consent to corporate.secretary@dominionenergy.com or by mailing your written consent to Dominion Energy Midstream Partners, LP at 120 Tredegar Street, Richmond, Virginia 23219, Attention: Corporate Secretary.

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Expenses

Dominion Energy and Dominion Energy Midstream will each pay one-half of the cost of printing and mailing these consent materials to the DEM Unitholders.

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THE MERGER

General

On November 26, 2018, Dominion Energy, Merger Sub, Dominion Energy Midstream and DEM General Partner entered into the Merger Agreement pursuant to which Merger Sub will merge with and into Dominion Energy Midstream, with Dominion Energy Midstream surviving as a wholly owned subsidiary of Dominion Energy.

Pursuant to the Merger Agreement, each outstanding DEM Public Common Unit at the effective time of the Merger will be converted into the right to receive the Merger Consideration, and each such DEM Public Common Unit will be cancelled and retired and will cease to exist. No fractional shares of Dominion Energy Common Stock will be issued in the Merger, and holders of DEM Public Common Units will receive cash in lieu of such fractional shares, if any.

The approval of the Merger Agreement and the Merger by Dominion Energy Midstream requires the affirmative vote or consent of at least a majority of the outstanding DEM Common Units and the affirmative vote or consent of at least a majority of the outstanding DEM Series A Preferred Units and the DEM Common Units, voting as a single class.

Pursuant to the terms of the Support Agreement, MLP Holdco, QPC Holdco and DEM General Partner have irrevocably agreed to deliver the Support Written Consents, within two business days following the effectiveness of the registration statement of which this consent statement/prospectus forms a part. As of November 23, 2018, MLP Holdco beneficially owned 43,820,578 DEM Common Units, DEM General Partner beneficially owned 26,675,082 DEM Common Units and QPC Holdco beneficially owned 6,656,839 DEM Common Units and 11,365,628 DEM Series A Preferred Units, which collectively represent approximately 60.9% of the outstanding DEM Common Units and 56.4% of the outstanding DEM Common Units and DEM Series A Preferred Units together. Accordingly, the delivery of the Support Written Consents will be sufficient to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, on behalf of the DEM Unitholders.

Dominion Energy’s Ownership Interest in and Control of Dominion Energy Midstream

DEM Unitholders should be aware that Dominion Energy Midstream is controlled by Dominion Energy through Dominion Energy’s 100% ownership of the DEM General Partner. The DEM General Partner owns all of the outstanding general partner interests in Dominion Energy Midstream. As a result, Dominion Energy appoints the members of the DEM Board and thereby could be seen as controlling all of Dominion Energy Midstream’s decisions, other than those involving certain conflicts of interest with Dominion Energy or that require an affirmative vote of holders of the limited partner interests in Dominion Energy Midstream pursuant to and in the percentages specified by the DEM Partnership Agreement. In addition, Dominion Energy, through its ownership of MLP Holdco, DEM General Partner and QPC Holdco, owns approximately 60.9% of the outstanding DEM Common Units and 56.4% of the outstanding DEM Common Units and DEM Series A Preferred Units together.

Certain persons associated with Dominion Energy have a relationship with Dominion Energy Midstream.

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Background of the Merger

The senior management of Dominion Energy and the Dominion Energy Board regularly review operational and strategic opportunities to maximize value for investors of Dominion Energy, and the senior management of the DEM General Partner and the DEM Board regularly review similar opportunities to maximize value for DEM Unitholders. Since the formation of Dominion Energy Midstream in March 2014 and its initial public offering in October 2014, the senior management of Dominion Energy, who also constitute the senior management of the DEM General Partner, have sought to maximize value for both Dominion Energy and Dominion Energy Midstream by pursuing opportunities for Dominion Energy Midstream to acquire assets on an accretive basis from Dominion Energy, evaluating third-party acquisition and organic growth opportunities for Dominion Energy Midstream and focusing on long-term, stable cash flows at Dominion Energy Midstream.

Certain of Dominion Energy Midstream’s operations are subject to FERC’s rate-making policies. The basic elements of rate-making that FERC considers are the costs of providing service, the volumes of gas being transported and handled, the rate design, the allocation of costs between services, the capital structure and the rate-of-return that a regulated entity is permitted to earn. Historically, FERC’s policies permitted pipeline and storage companies organized as MLPs to include a tax allowance in the cost of service used as a basis for calculating their regulated rates.

On March 15, 2018, FERC issued its Policy Statement on Treatment of Income Taxes (the “Policy Statement”). The Policy Statement revised FERC’s existing policy that permitted pipelines and storage companies to include a tax allowance in the cost-of-service used as the basis for calculating their regulated rates. For pipelines and storage companies owned by partnerships or limited liability companies, that tax allowance policy reflected the actual or potential income tax liability on the FERC jurisdictional income attributable to all partnership or limited liability company interests if the ultimate owner of the interest had an actual or potential income tax liability on such income. FERC issued the Policy Statement in response to a remand from the U.S. Court of Appeals for the D.C. Circuit in United Airlines v. FERC, in which the court determined that FERC had not justified its conclusion that an oil pipeline organized as a partnership would not “double recover” its taxes under the current policy by both including a tax allowance in its cost-based rates and earning a return on equity calculated on a pre-tax basis. The Policy Statement provided that, to prevent such double recovery, natural gas MLPs, such as Dominion Energy Midstream, would no longer be permitted to recover an income tax allowance in their costs of service.

The public trading price of both Dominion Energy Common Stock and DEM Common Units reacted negatively to the news of the Policy Statement. One week after the issuance of the Policy Statement, the trading

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price of Dominion Energy Common Stock and DEM Common Units closed approximately 8.3% and 53.9%, respectively, lower than the closing price on the day before FERC issued the Policy Statement.

In the week following FERC’s release of the Policy Statement, senior management, including Mark F. McGettrick, then Executive Vice President and Chief Financial Officer of Dominion Energy and the DEM General Partner, and James R. Chapman, then Senior Vice President—Mergers & Acquisitions and Treasurer of Dominion Energy Midstream and the DEM General Partner, met to discuss the Policy Statement and its potential financial impacts on Dominion Energy Midstream. Ultimately, they concluded that more time was needed to fully evaluate the implications of the Policy Statement and decided that management would continue to recommend that the DEM Board would maintain the distribution growth strategy in place for Dominion Energy Midstream at that time.

On March 23, 2018, the Dominion Energy Board held a meeting via teleconference during which Thomas F. Farrell, II, the Chairman, President and Chief Executive Officer of each of Dominion Energy and the DEM General Partner, reviewed the Policy Statement as well as another FERC ruling, which directed regulated pipelines to develop plans to reduce rates in light of lower tax rates effective pursuant to recently passed federal tax reform legislation. Mr. Farrell noted the financial impacts of the FERC rulings on Dominion Energy Midstream’s business, including the reduction in the trading price of DEM Common Units, lower distributable cash flow and a potential lower yield to investors, as well as the implications with respect to Dominion Energy. The Dominion Energy Board then discussed a number of Dominion Energy’s potential options with respect to the FERC rulings and possible long-term strategies for Dominion Energy Midstream, during which discussion Dominion Energy Board members asked questions of Mr. Farrell and other officers in attendance.

Mr. McGettrick then reviewed with the Dominion Energy Board a press release that Dominion Energy planned to issue the following week as well as Dominion Energy’s immediate planned actions in response to the FERC rulings and the subsequent market reaction. The press release, which Dominion Energy issued on March 27, 2018, stated, among other things, that the FERC rulings may have a material negative impact on the amount and price at which Dominion Energy Midstream could raise public equity and that Dominion Energy was engaged in an evaluation of options with respect to Dominion Energy Midstream. The release further stated that senior management would recommend to the DEM Board that the DEM Common Unit distribution be increased for the first quarter of 2018 by five percent, consistent with prior distribution growth. Mr. McGettrick concluded his remarks at the meeting by stating that the DEM Board would be meeting to discuss the FERC ruling.

On March 26, 2018, the DEM Board held a meeting via teleconference during which Mr. Farrell and Mr. McGettrick provided an overview of the FERC rulings, including their potential financial impacts on Dominion Energy Midstream’s business, as well as Dominion Energy’s planned actions in response to the FERC rulings and the market’s reaction. Mr. McGettrick then previewed the press release that Dominion Energy would issue on March 27, 2018, and the DEM Board engaged in discussion of, and asked questions with respect to, the FERC rulings, their expected financial impacts and potential long-term strategy for Dominion Energy Midstream. Mr. McGettrick then reviewed the proposed first quarter 2018 distribution with respect to DEM Common Units, which represented a five percent increase over the fourth quarter 2017 distribution, and the DEM Board approved such distribution. Mr. McGettrick also discussed the impact of increasing the DEM Common Unit second quarter 2018 distribution by an additional five percent with no further increases for the third or fourth quarters of 2018 and explained that any additional increases would cause Dominion Energy Midstream’s cash coverage ratio to fall below one times the aggregate quarterly distribution.

On April 16, 2018, Dominion Energy filed a Supplemental Request for Rehearing and Clarification and Expedited Action with FERC requesting, among other things, a reversal of the Policy Statement. Aware that many other MLPs had filed similar requests with FERC, senior management of Dominion Energy continued to monitor the status of the MLP capital markets, Dominion Energy Midstream’s valuation and the perceived likelihood of a reversal or clarification of the Policy Statement.

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The DEM Board met on April 20, 2018, during which meeting Mr. Farrell discussed the Policy Statement and its continued effect on the trading price of DEM Common Units and the MLP sector as a whole. Mr. Farrell further informed the DEM Board that several companies within the energy industry had announced their intent to buy-in their sponsored MLPs, but that Dominion Energy did not anticipate doing so in 2018 as management planned to pursue other options to support distribution growth and that could have a positive impact on the trading price of DEM Common Units. Following questions and a discussion of these topics, Mr. McGettrick discussed future strategic options related to Dominion Energy Midstream’s distribution policy and certain structural economic considerations, including incentive distribution rights (“IDRs”) of Dominion Energy Midstream held by the DEM General Partner, implicated by the Policy Statement.

Dominion Energy and Dominion Energy Midstream held their earnings call with respect to the first quarter of 2018 on April 27, 2018. During the call, Mr. McGettrick referenced the Policy Statement and its impact on the MLP equity markets. Mr. McGettrick further stated that Dominion Energy Midstream would not be able to access the capital markets on reasonable terms while MLPs traded at such depressed levels. Mr. McGettrick also noted that, without significant improvement in the MLP capital markets and the trading price of the DEM Common Units, Dominion Energy would not make previously planned asset drops to Dominion Energy Midstream. Mr. McGettrick stated that, while evaluating strategic options for Dominion Energy Midstream, senior management would continue to recommend five percent DEM Common Unit quarterly distribution increases subject to maintaining a cash coverage ratio of one times the aggregate quarterly distribution, and that Dominion Energy Midstream would not issue equity into the market before the DEM General Partner elected to reset the IDRs in accordance with the DEM Partnership Agreement. Mr. Farrell expressed that management would remain patient in evaluating the various options that existed for Dominion Energy Midstream to allow for the possibility of further rulings or clarification from FERC with respect to the Policy Statement.

In early May 2018, noting a lack of clarification from FERC with respect to the Policy Statement, senior management of Dominion Energy and Dominion Energy Midstream began to consider various options to support distribution growth with respect to DEM Common Units at previously anticipated levels, including certain structural economic considerations. At a Dominion Energy leadership conference on May 14, 2018, senior management outlined the current status of the MLP capital markets as well as the potential restructuring of the Dominion Energy Midstream IDRs to support distribution growth and allow Dominion Energy Midstream to continue to grow its quarterly distribution, allowing additional time to evaluate long-term strategic options while waiting for possible further rulings or clarification from FERC with respect to the Policy Statement.

On June 19, 2018, the DEM Board held a meeting via teleconference, during which Mr. Farrell and Mr. McGettrick discussed the Policy Statement’s continued effect on Dominion Energy Midstream, responses to the Policy Statement by other companies in the energy industry and the various options with respect to long-term strategy for Dominion Energy Midstream. Mr. McGettrick noted the motion for FERC to reconsider the Policy Statement that Dominion Energy Midstream filed on April 16, 2018 and that many other MLPs had made similar filings. At this meeting, Mr. McGettrick also reviewed considerations with respect to the proposed reset of the Dominion Energy Midstream IDRs, which he noted would allow the DEM Board to increase quarterly distributions on DEM Common Units by five percent for one additional quarter while still maintaining a cash coverage ratio of one times the aggregate quarterly distribution. The DEM Board resolved to exercise its option to reset the Dominion Energy Midstream IDRs in accordance with the terms of the DEM Partnership Agreement.

On June 22, 2018, the Dominion Energy Board held an in-person meeting at which discussion occurred concerning next steps for Dominion Energy Midstream in light of the Policy Statement. Mr. McGettrick informed the Dominion Energy Board that management would continue to monitor the MLP market and the potential that FERC would reverse or clarify the Policy Statement. Mr. McGettrick also noted management’s intention to provide an additional update, including an assessment of the long-term strategy for Dominion Energy Midstream, at the joint planning session of the Dominion Energy Board and DEM Board scheduled for September of 2018.

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On July 18, 2018, FERC issued a final rule maintaining the characteristics of the Policy Statement responsible for the depression in the MLP capital markets and the continued low valuation of Dominion Energy Midstream. Senior management, including Mr. McGettrick and Mr. Chapman, held several meetings throughout late July 2018 to discuss the implications of FERC’s final rule and how it impacted the long-term strategic options for Dominion Energy Midstream. These meetings included frequent consultation with members of Dominion Energy’s tax department, who regularly consulted with outside tax counsel. In late July 2018, management had concluded that FERC’s final ruling would not promote recovery in the MLP capital markets and did not provide sufficient clarity that Dominion Energy Midstream would be permitted to recover adequate levels of income taxes through rates to support future distribution and valuation growth.

The DEM Board held a telephonic meeting on July 25, 2018. At the meeting, Mr. Farrell discussed the effect of FERC’s final ruling with respect to the Policy Statement on the trading price of DEM Common Units. Mr. McGettrick also discussed the recovery of the DEM Common Unit trading price, noting that the trading price was still below the trading price prior to FERC’s release of the Policy Statement. The DEM Board further discussed MLP buy-in announcements made since the release of the Policy Statement. Mr. McGettrick stated that management intended to provide an update on long-term strategic options for Dominion Energy Midstream at the joint planning session of the Dominion Energy Board and DEM Board scheduled for September of 2018.

The Dominion Energy Board held a meeting via teleconference on July 31, 2018. Mr. Farrell noted the slight recovery in the trading price of DEM Common Units, which was still below the trading price prior to the Policy Statement. Mr. Farrell stated that management continued to evaluate long-term strategic options with respect to Dominion Energy Midstream and that an update was planned for the joint planning session of the Dominion Energy Board and DEM Board in September of 2018.

Dominion Energy and Dominion Energy Midstream held their earnings call with respect to the second quarter of 2018 on August 1, 2018. Mr. Farrell and Mr. McGettrick reiterated that management was monitoring the sustainability of the MLP capital markets as well as the guidance that Dominion Energy would not make any of the previously planned asset drops to Dominion Energy Midstream during 2018 as a result of the DEM Common Units trading at significantly depressed levels. Mr. Farrell and Mr. McGettrick also indicated that management would continue to discuss long-term strategic options for Dominion Energy Midstream with the Dominion Energy Board and the DEM Board and expected to have a definitive strategy in place in the near term.

Believing that a reversal of the Policy Statement was becoming increasingly unlikely and that MLP market conditions and Dominion Energy Midstream’s market valuation were unlikely to change under the Policy Statement, Dominion Energy senior management, including Mr. McGettrick and Mr. Chapman, held several meetings throughout August 2018 to begin formulating a strategy to present to the Dominion Energy Board and DEM Board at the joint planning session scheduled for September 18, 2018. The strategy called for Dominion Energy to offer to acquire all DEM Public Common Units in exchange for Dominion Energy Common Stock as a means of protecting DEM Unitholders against the stagnation in valuation and distribution growth resulting from the Policy Statement.

On September 17, 2018, the DEM Board held a meeting at which it discussed and reviewed strategic options for Dominion Energy Midstream. Mr. McGettrick addressed Dominion Energy Midstream’s financial condition, noting that variances to the budget were due in large part to the absence of previously planned asset drops that were uneconomical due to the depressed trading price of DEM Common Units.

At a joint planning session of the Dominion Energy Board and DEM Board held on September 18, 2018, Mr. Farrell, Mr. McGettrick and other members of senior management expressed their conclusion that Dominion Energy making an offer to buy-in the outstanding DEM Public Common Units was the best long-term strategic option available for Dominion Energy, Dominion Energy shareholders, Dominion Energy Midstream and the DEM Unitholders in light of market challenges. Senior management cited the Policy Statement, depressed MLP equity capital markets and a low valuation of Dominion Energy Midstream as hindrances to Dominion Energy

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Midstream’s stated growth targets and the viability of future asset drops from Dominion Energy. Accordingly, senior management stated that they were contemplating recommending that the Dominion Energy Board consider an offer to acquire the outstanding DEM Public Common Units, including those that would become outstanding following conversion or redemption of the Non-Dominion DEM Series A Preferred Units, actions which would be triggered by a Dominion Energy buy-in of the DEM Public Common Units.

On September 19, 2018, the Dominion Energy Board held a meeting, at which Mr. Farrell reiterated the discussions regarding strategic options for Dominion Energy Midstream from the prior day’s joint planning session and other previous Dominion Energy Board meetings. Mr. McGettrick then reviewed a proposal concerning a buy-in of the DEM Public Common Units, noting meaningful aspects of recent comparable MLP buy-in transactions. Mr. McGettrick then addressed the proposed offer of 0.2468 shares of Dominion Energy Common Stock per DEM Public Common Unit, which represented an implied value of $17.75 per DEM Public Common Unit as of September 18, 2018 and an 8.2% premium to the 30-day volume weighted average trading price of DEM Common Units, explaining that the proposed exchange ratio was based on multiple factors, including the current trading price of DEM Common Units, the EBITDA multiples and premiums of comparable MLP buy-in transactions and an analysis of distributable cash flow projections, among others. After discussing certain key assumptions and the anticipated effect of the proposed buy-in on Dominion Energy’s earnings and credit ratings, Mr. McGettrick stated that Dominion Energy Board approval was being sought to make the proposed offer to, and negotiate with, Dominion Energy Midstream. Following a discussion in which Dominion Energy Board members asked questions regarding the proposed offer, the Dominion Energy Board approved a resolution authorizing Mr. Farrell to submit the proposed offer to Dominion Energy Midstream and reserving the Dominion Energy Board’s right to approve any definitive agreement with respect to the proposed merger, authorizing the officers of Dominion Energy to negotiate and exchange information with Dominion Energy Midstream and ratifying all actions previously taken by Dominion Energy officers in connection with the proposed transaction. Following the meeting, Mr. Farrell delivered a letter with respect to the proposed offer to the DEM Board.

Having previously discussed the concept of an offer from Dominion Energy at the September 18, 2018 joint planning session, the DEM Board, by unanimous written consent effective September 19, 2018, delegated to the DEM Conflicts Committee, the authority to review and evaluate the proposed offer and determine the advisability of such a transaction on behalf of Dominion Energy Midstream and the DEM Public Common Unitholders, negotiate with Dominion Energy with respect to the proposed offer, determine whether to approve the proposed transaction by Special Approval pursuant to Section 7.9 of the DEM Partnership Agreement and make any recommendations to the DEM Board regarding the proposed transaction. The DEM Board also authorized the DEM Conflicts Committee to retain any advisors, at the expense of Dominion Energy Midstream, as necessary in connection with its review and consideration of the proposed offer and ratified all actions previously taken by the DEM Conflicts Committee in connection with the process. On September 19, 2018, Dominion Energy publicly announced via a press release, the terms of the non-binding offer made to Dominion Energy Midstream.

On October 1, 2018, John A. Luke, Jr., Chairman of the DEM Conflicts Committee, met with Mr. McGettrick, Mr. Chapman and members of Dominion Energy’s and the DEM General Partner’s treasury and legal departments to discuss various aspects of the DEM Conflicts Committee’s review and consideration of the proposed offer, including the DEM Conflicts Committees’ ability to engage advisors to assist in its review. Following the meeting, Mr. Luke contacted Richards, Layton & Finger P.A. (“RLF”) to discuss RLF’s potential engagement as Delaware counsel to the DEM Conflicts Committee. Based on RLF’s experience with a prior conflicts committee of the DEM General Partner and RLF’s experience with public mergers and acquisitions, complex transactions involving publicly traded partnerships and representations of conflicts committees, the DEM Conflicts Committee determined that RLF had the requisite expertise to provide high quality advice to the DEM Conflicts Committee. On October 3, 2018, the DEM Conflicts Committee engaged RLF as Delaware counsel.

Also following the October 1, 2018 meeting, the DEM Conflicts Committee contacted Moelis to discuss Moelis’ potential engagement as financial advisor to the DEM Conflicts Committee. Based on Moelis’

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knowledge of Dominion Energy and Dominion Energy Midstream and Moelis’ experience with public mergers and acquisitions, complex transactions involving publicly traded partnerships and representations of conflicts committees, the DEM Conflicts Committee determined that Moelis had the requisite expertise to provide high quality advice to the DEM Conflicts Committee. The DEM Conflicts Committee determined to engage Moelis, subject to negotiation of a mutually acceptable fee and engagement letter. The terms of the DEM Conflicts Committee’s engagement with Moelis were confirmed by a letter dated November 2, 2018. Following their engagement, the DEM Conflicts Committee instructed its advisors to begin their diligence of the proposed transaction.

On October 11, 2018, members of management of Dominion Energy and Dominion Energy Midstream held a diligence session with representatives of Moelis and RLF. During the session, management presented the terms of the proposed transaction, the rationale for the transaction, the business of Dominion Energy Midstream and management’s proposed timing for the proposed transaction.    Following this meeting and continuing through approval of the proposed transaction by the DEM Conflicts Committee on November 25, 2018, Moelis conducted financial diligence on Dominion Energy, Dominion Energy Midstream and the proposed transaction.

On October 12, 2018, the DEM Conflicts Committee held a meeting with representatives of each of Moelis and RLF. The Moelis and RLF representatives summarized the information provided by management at the diligence session held the previous day. Representatives of Moelis made a presentation to the DEM Conflicts Committee regarding, among other things, Moelis’ preliminary observations regarding the proposed transaction, the state of the MLP capital markets and the general state of the utility industry. The DEM Conflicts Committee also received a presentation from RLF regarding the duties and obligations of the DEM Conflicts Committee in connection with the proposed transaction.

On October 18, 2018, the DEM Conflicts Committee held a diligence session with representatives of each of Moelis and RLF and members of management of each of Dominion Energy and Dominion Energy Midstream. At the meeting, management made a presentation to the DEM Conflicts Committee and its advisors regarding the proposed transaction, including Dominion Energy’s current proposed offer of 0.2468 shares of Dominion Energy Common Stock per DEM Common Unit and the business and outlook for each of Dominion Energy and Dominion Energy Midstream.

On October 25, 2018, the DEM Conflicts Committee and representatives of each of Moelis and RLF held a meeting during which representatives of Moelis presented, among other things, an overview of its diligence review to date, presented information regarding the recent trading performance of Dominion Energy Common Stock and DEM Common Units and explained its anticipated timeline for completing its preliminary financial analysis.

On October 29, 2018, representatives of McGuireWoods LLP (“McGuireWoods”), counsel to Dominion Energy, sent an initial draft of the Merger Agreement to Vinson & Elkins LLP (“V&E”), counsel to the Dominion Energy Midstream, and RLF.

On November 2, 2018, the DEM Conflicts Committee held a meeting with representatives of each of Moelis and RLF. Representatives of RLF presented an overview of the terms of the initial draft of the Merger Agreement to the DEM Conflicts Committee. The DEM Conflicts Committee discussed the terms of the draft and directed RLF to coordinate with V&E to convey to management that (i) the Merger should be submitted for a vote of the DEM Unitholders and subject to approval by a majority of the DEM Units not held by the Dominion Energy Parties, (ii) the representations and warranties made by Dominion Energy Midstream to Dominion Energy should be limited, and (iii) that Dominion Energy’s interim operating covenants should permit Dominion Energy to only engage in ordinary course operations. Representatives of Moelis also made a presentation to the DEM Conflicts Committee regarding, among other things, (i) the financial terms of the proposed transaction, (ii) Moelis’ review of management’s financial projections for each of Dominion Energy Midstream and Dominion Energy (including the expected impact of the SCANA Merger and the Forward Sale), and (iii) Moelis’ preliminary financial

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analysis in connection with the proposed transaction. There was discussion regarding Moelis’ financial analysis and the proposed exchange ratio for the proposed transaction.

Following the meeting on November 2, 2018, RLF held a discussion with members of V&E regarding the terms of the Merger Agreement and on November 5, 2018, representatives of V&E sent an “issues list” to Dominion Energy regarding the terms of the Merger Agreement. Thereafter, a revised draft of the Merger Agreement was sent by representatives of McGuireWoods to V&E and RLF on November 8, 2018. The revised Merger Agreement (i) did not include the DEM Conflicts Committee’s proposal that the Merger be subject to approval by a majority of the DEM Units not held by the Dominion Energy Parties, (ii) substantially limited the representations and warranties given by Dominion Energy Midstream to Dominion Energy, and (iii) provided certain limitations on Dominion Energy’s ability to operate between signing and closing. The parties continued to negotiate and refine the Merger Agreement and the Support Agreement pursuant to which the Dominion Energy Parties would agree to vote all of the DEM Units they owned in favor of the Merger Agreement.

On November 12, 2018, the DEM Conflicts Committee held two meetings with representatives of each of Moelis and RLF. Earlier in the day, representatives of RLF provided an update on the terms of the Merger Agreement and explained that Dominion Energy had rejected the DEM Conflicts Committee’s request that the Merger be subject to approval by a majority of the DEM Units not held by the Dominion Energy Parties. After discussion with its advisors and consideration of Moelis’ preliminary financial analysis, the DEM Conflicts Committee determined that it would not insist upon conditioning the Merger on the approval of a majority of the DEM Units not held by the Dominion Energy Parties. Representatives of Moelis made a presentation to the DEM Conflicts Committee with respect to Moelis’ preliminary analysis of publicly available information pertaining to the negotiations of certain precedent transactions. Later that day, the DEM Conflicts Committee met again to further discuss counter proposal strategy with representatives of each of Moelis and RLF. The DEM Conflicts Committee then determined to make a counterproposal of an exchange ratio of 0.2615 shares of Dominion Energy Common Stock for each DEM Public Common Unit. The DEM Conflicts Committee directed Moelis to deliver the counterproposal to Dominion Energy on behalf of the DEM Conflicts Committee.

On November 14, 2018, a representative of Moelis contacted Dominion Energy and delivered the DEM Conflicts Committee counterproposal. On November 15, 2018, members of management of Dominion Energy contacted representatives of Moelis and made a counterproposal of 0.2492 shares of Dominion Energy Common Stock per DEM Public Common Unit and stated that such counterproposal was Dominion Energy’s best and final offer.

On November 16, 2018, the DEM Conflicts Committee held a telephonic meeting with representatives of each of Moelis and RLF to discuss Dominion Energy’s counterproposal. At the meeting, representatives of Moelis also updated the DEM Conflicts Committee regarding further diligence performed to date by representatives of Moelis pertaining to the SCANA Merger. The DEM Conflicts Committee did not make any determination regarding Dominion Energy’s counterproposal at this meeting.

On November 18, 2018, the DEM Conflicts Committee held a meeting with representatives of each of Moelis and RLF. Representatives of Moelis presented updates to Moelis’ preliminary financial analysis in connection with the proposed transaction and explained the changes since its previous presentation to the DEM Conflicts Committee. RLF also reported that the terms of the Merger Agreement were materially complete. After discussing Dominion Energy’s current proposal with its advisors, the DEM Conflicts Committee determined, subject to the satisfactory negotiation of the Merger Agreement and any related documents and the receipt of Moelis’ fairness opinion, that it would be in the best interests of Dominion Energy Midstream and the holders of DEM Public Common Units to accept Dominion Energy’s best and final offer of an exchange ratio of 0.2492 shares of Dominion Energy Common Stock per DEM Public Common Unit.

Over the course of the week of November 19, 2018, legal counsel to each of Dominion Energy, Dominion Energy Midstream and the DEM Conflicts Committee negotiated the remaining terms of the Merger Agreement.

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On November 25, 2018, the DEM Conflicts Committee met with representatives of each of Moelis and RLF to discuss the Merger, including the terms and the conditions of the Merger Agreement. During the meeting, representatives of RLF presented to the DEM Conflicts Committee an overview and update with respect to the terms of the Merger Agreement and the Support Agreement. Also at this meeting, representatives of Moelis reviewed Moelis’ financial analysis of the proposed exchange ratio with the DEM Conflicts Committee and, at the request of the DEM Conflicts Committee, rendered an oral opinion of Moelis to the DEM Conflicts Committee, which was subsequently confirmed by delivery of a written opinion dated November 26, 2018, to the effect that, based upon and subject to the various qualifications, assumptions limitations and other matters set forth therein, the Exchange Ratio is fair, from a financial point of view, to the DEM Public Common Unitholders. At this meeting, the DEM Conflicts Committee unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby are in the best interests of Dominion Energy Midstream and the DEM Public Common Unitholders, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, which approval constituted “Special Approval” under the DEM Partnership Agreement, and (iii) resolved to approve, and to recommend to the DEM Board the approval of, the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger.

On the morning of November 26, 2018, the DEM Board held a meeting via teleconference. After discussion, upon the receipt of the recommendation of the DEM Conflicts Committee, the DEM Board unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and directed that the Merger Agreement be submitted to a vote of the holders of the DEM Units by written consent pursuant to the terms of the DEM Partnership Agreement.

In the afternoon of November 26, 2018, the Dominion Energy Board held a meeting via teleconference attended by each member of the Dominion Energy Board as well as members of Dominion Energy senior management. Members of Dominion Energy Management, including Mr. Farrell and Mr. Chapman, reviewed with the Dominion Energy Board the legal and financial terms of the proposed Merger, including the principal benefits and risks of the proposed Merger. For a discussion of such matters, see the section entitled “Approval of the Dominion Energy Board and its Reasons for the Merger” beginning on page 56. Following review and discussions, the members of the Dominion Energy Board unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of Dominion Energy’s shareholders, and the Dominion Energy Board unanimously voted to approve the Merger Agreement and the transactions contemplated thereby.

Thereafter, on November 26, 2018, the parties executed the definitive transaction documents. Later that day, Dominion Energy and Dominion Energy Midstream issued a joint press release announcing the transaction.

Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties

The unanimous approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by the members of the DEM Conflicts Committee constitutes “Special Approval” under the DEM Partnership Agreement. Under Section 7.9 of the DEM Partnership Agreement, whenever a potential conflict of interest exists or arises between the DEM General Partner or any of its affiliates, on the one hand, and Dominion Energy Midstream, any partner of Dominion Energy Midstream or any person with an interest in partnership interests of Dominion Energy Midstream, on the other hand, any resolution, course of action or transaction will be conclusively deemed approved by all of the partners of Dominion Energy Midstream and any person with an interest in the limited partner interests of Dominion Energy Midstream and will not constitute a breach of the DEM Partnership Agreement or of any fiduciary or other duty or obligation at law, in equity or otherwise, if the resolution or course of action is approved by Special Approval, namely approval by a majority of the members of the DEM Conflicts Committee.

Under Section 7.10(b) of the DEM Partnership Agreement, any action taken or omitted to be taken by the DEM General Partner in reliance upon the advice or opinion of an investment banker, among others, as to

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matters reasonably believed to be in such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.

Approval of the DEM Conflicts Committee and the DEM Board

The DEM Conflicts Committee consists of two independent directors: John A. Luke, Jr. (chairman) and John W. Snow. The DEM Board authorized the DEM Conflicts Committee to (i) review and evaluate the terms and conditions of, and to determine the advisability of, the proposed transaction on behalf of Dominion Energy Midstream and the DEM Public Common Unitholders, (ii) negotiate, or delegate to any person or persons the ability to negotiate, with Dominion Energy and its affiliates and representatives, or any other appropriate person, with respect to the terms and conditions of the proposed transaction, (iii) determine whether to approve the proposed transaction by Special Approval pursuant to Section 7.9 of the DEM Partnership Agreement, and (iv) make any recommendations to the DEM Board regarding the proposed transaction.

The DEM Conflicts Committee retained RLF as its Delaware legal counsel and Moelis as its independent financial advisor. The DEM Conflicts Committee believed that Moelis was independent based on the lack of material business relationships between Moelis and Dominion Energy, Dominion Energy Midstream or their affiliates. The DEM Conflicts Committee oversaw the performance of financial and legal due diligence by its advisors, conducted an extensive review and evaluation of the potential transaction, including with respect to withholding Special Approval and maintaining the status quo, and conducted negotiations with Dominion Energy and its representatives with respect to the Merger Agreement and other related agreements.

The DEM Conflicts Committee, by unanimous vote at a meeting held on November 25, 2018, (i) determined that the Merger Agreement and the transactions contemplated thereby are in the best interests of Dominion Energy Midstream and the DEM Public Common Unitholders, (i) approved the Merger Agreement and the transactions contemplated thereby, including the Merger (such approval constituting Special Approval) and (iii) approved, and recommend to the DEM Board the approval of, the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger.

Upon receipt of such recommendation, the DEM Board, by unanimous vote at a meeting held on November 26, 2018, (i) deemed it advisable and in the best interests of Dominion Energy Midstream, the DEM General Partner and the DEM Public Common Unitholders that Dominion Energy Midstream and the DEM General Partner enter into the Merger Agreement and consummate the Merger, (ii) approved the Merger and the other transactions contemplated by the Merger Agreement, (iii) approved the form, terms and provisions of the Merger Agreement and the Support Agreement, the consummation of the transactions contemplated thereby and the execution, delivery and performance by the DEM General Partner and Dominion Energy Midstream of the Merger Agreement and the Support Agreement, (iv) directed that the Merger Agreement be submitted to a vote of the Limited Partners (as such term is defined in the DEM Partnership Agreement) and (v) authorized the Limited Partners to act by written consent without a meeting in connection with consenting to the Merger Agreement and the transactions contemplated thereby, including, without limitation, the Merger.

Reasons for the DEM Conflicts Committee’s Approval

The DEM Conflicts Committee viewed the following factors as generally positive or favorable in arriving at its determination with respect to the Merger:

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The DEM Conflicts Committee viewed the following factors as generally negative or unfavorable in arriving at its determination with respect to the Merger:

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After taking into account all of the factors set forth above, as well as others, the DEM Conflicts Committee concluded that the potential benefits of the Merger outweighed any negative or unfavorable considerations and determined that the Merger Agreement and the transactions contemplated are in the best interests of Dominion Energy Midstream and the DEM Public Common Unitholders.

The foregoing discussion is not intended to be exhaustive but is intended to address the material information and principal factors considered by the DEM Conflicts Committee in considering the Merger. In view of the number and variety of factors and the amount of information considered, the DEM Conflicts Committee did not find it practicable to, and did not make specific assessments of, quantify or otherwise assign relative weights to, the specific factors considered in reaching its determination. In addition, each of members of the DEM Conflicts Committee may have given different weights to different factors. Overall, the DEM Conflicts Committee made its determination based on the totality of information presented to, and the investigation conducted by, the DEM Conflicts Committee.

Unaudited Financial Projections of Dominion Energy Midstream

In connection with the proposed Merger, management of Dominion Energy provided projections relating to Dominion Energy Midstream that included future financial and operating performance. The projections were prepared for Dominion Energy Midstream on a stand-alone basis. These non-public projections were provided to Moelis for use and consideration in its financial analysis and in preparation of its opinion to the DEM Conflicts Committee. A summary of these projections is included below to give holders of DEM Public Common Units access to certain non-public unaudited prospective financial information that was made available to Moelis, the DEM Conflicts Committee, the DEM Board and the Dominion Energy Board in connection with the proposed Merger.

You should be aware that uncertainties are inherent in prospective financial information of any kind. None of Dominion Energy or Dominion Energy Midstream or any of their affiliates, advisors, officers, directors or representatives has made or makes any representation or can give any assurance to any DEM Unitholder or Dominion Energy shareholder, or any other person regarding the ultimate performance of Dominion Energy Midstream compared to the summarized information set forth below or that any such results will be achieved.

The summary projections set forth below summarize the projections made available to the legal and financial advisors to each of the parties to the transaction. The inclusion of the following summary projections in this consent statement/prospectus should not be regarded as an indication that Dominion Energy Midstream, Dominion Energy or their respective representatives considered or consider the projections to be a reliable or accurate prediction of future performance or events, and the summary projections set forth below should not be relied upon as such.

While Dominion Energy Midstream provides public earnings guidance from time to time, Dominion Energy Midstream does not as a matter of course publicly disclose other financial forecasts as to future earnings or

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financial performance or results because of, among other reasons, the uncertainty underlying assumptions and estimates. The Dominion Energy Midstream projections summarized below were prepared by employees of Dominion Energy. The Dominion Energy Midstream projections were only prepared for internal planning purposes and not with a view toward public disclosure or toward compliance with United States generally accepted accounting principles (“GAAP”), the published guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants, but in the view of Dominion Energy Midstream’s management, were prepared on a reasonable basis, reflect the best currently available estimates and judgments, and present, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of Dominion Energy Midstream. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this consent statement/prospectus are cautioned not to place undue reliance on the prospective financial information.

Neither Dominion Energy Midstream’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

The Deloitte reports incorporated by reference into this consent statement/prospectus with respect Dominion Energy Midstream relate to the historical financial information of Dominion Energy Midstream. Such reports do not extend to the projections included below and should not be read to do so. Neither the DEM Board nor the Dominion Energy Board prepared, and none of the DEM Board, the DEM Conflicts Committee, the DEM General Partner, Dominion Energy nor the Dominion Energy Board gives any assurance regarding, the summarized information.

The internal financial projections of Dominion Energy Midstream are, in general, prepared primarily for internal use. Such internal forecasts are inherently subjective in nature, susceptible to interpretation and, accordingly, such forecasts may not be achieved. The internal financial forecasts also reflect numerous assumptions made by management, including material assumptions that may not be realized and are subject to significant uncertainties and contingencies, all of which are difficult to predict and many of which are beyond the control of the preparing party. Dominion Energy management, consistent with past presentations to the DEM Board and public guidance representations, develops its financial forecasts according to several criteria. Additionally, prospective mergers and acquisitions and any prospective projects were excluded from the financial projections. Accordingly, there can be no assurance that the assumptions made in preparing the internal financial forecasts upon which the following projected financial information was based will prove accurate. There will be differences between actual and forecasted results, and the differences may be material. The risk that these uncertainties and contingencies could cause the assumptions to fail to be reflective of actual results is further increased due to the length of time in the future over which these assumptions apply. Any inaccuracy or assumptions and projections in early periods could have a compounding effect on the projections shown for the later periods. Thus, any failure of an assumption or projections to be reflective of actual results in an early period could have a greater effect on the projected results failing to be reflective or actual events in later periods.

All of these assumptions involve variables making them difficult to predict, and some are beyond the control of Dominion Energy Midstream and Dominion Energy. Although Dominion Energy’s management believes that there was a reasonable basis for its projections and underlying assumptions, any assumptions for near-term projected cases remain uncertain, and the risk of inaccuracy increased with the length of the forecasted period. The projections are forward-looking statements and are subject to risks and uncertainties. See the section of this consent statement/prospectus entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 21.

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In developing the projections, Dominion Energy’s management made numerous material assumptions with respect to Dominion Energy Midstream for the period from 2019 to 2023, including:

The summarized projected financial information set forth below was based on Dominion Energy Midstream’s standalone projected results for 2019 through 2023. Due to considerable uncertainty in Dominion Energy’s projections of the potential reduction in Dominion Energy Midstream’s tax allowances in FERC regulated rates as well as the timing of such potential reduction, Dominion Energy provided two cases to evaluate Dominion Energy Midstream. The Base Case assumes no reductions with respect to the Tax Cut and Jobs Act or the Policy Statement through the 2023 projection period. The Alternative Case provides an estimate of a downside scenario eliminating all income tax allowances in rates beginning January 1, 2021.

The above measures are not measures of financial performance under GAAP, and should not be considered as alternatives to net income (loss), operating income, cash from operations or any other measure of financial

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performance or liquidity presented in accordance with GAAP. Dominion Energy’s and Dominion Energy Midstream’s computations of the above measures may differ from similarly titled measures used by other companies.

NEITHER DOMINION ENERGY MIDSTREAM NOR DOMINION ENERGY INTEND TO UPDATE OR OTHERWISE REVISE THE ABOVE PROSPECTIVE FINANCIAL INFORMATION TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE SUCH PROSPECTIVE FINANCIAL INFORMATION WAS PREPARED OR TO REFLECT THE OCCURRENCE OF SUBSEQUENT EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH PROSPECTIVE FINANCIAL INFORMATION ARE NO LONGER APPROPRIATE.

Opinion of the DEM Conflicts Committee Financial Advisor

At the meeting of the DEM Conflicts Committee on November 25, 2018 to evaluate and approve the Merger, Moelis delivered an oral opinion, which was confirmed by delivery of a written opinion, dated November 26, 2018, addressed to the DEM Conflicts Committee to the effect that, as of the date of the opinion and based upon and subject to the conditions and limitations set forth in the written opinion, the Exchange Ratio in the Merger is fair, from a financial point of view, to holders of DEM Common Units (other than the Excluded Holders).

The full text of Moelis’ written opinion dated November 26, 2018, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B to this consent statement/prospectus and is incorporated herein by reference. Moelis’ opinion was provided for the use and benefit of the DEM Conflicts Committee (solely in its capacity as such) in its evaluation of the Merger. Moelis’ opinion is limited solely to the fairness, from a financial point of view, of the Exchange Ratio and does not address Dominion Energy Midstream’s underlying business decision to effect the Merger or the relative merits of the Merger as compared to any alternative business strategies or transactions that might be available to Dominion Energy Midstream. Moelis’ opinion does not constitute a recommendation as to how any holder of securities of Dominion Energy Midstream should vote or act with respect to the Merger or any other matter. Moelis’ opinion was approved by a Moelis fairness opinion committee.

In arriving at its opinion, Moelis, among other things:

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In connection with its review, Moelis, with the consent of the DEM Conflicts Committee, relied on the information supplied to, discussed with or reviewed by it for purposes of its opinion being complete and accurate in all material respects. Moelis did not assume any responsibility for independent verification, and did not undertake independent verification of, any of such information. With the consent of the DEM Conflicts Committee, Moelis relied upon, without independent verification, the assessment of Dominion Energy Midstream and its legal, tax, regulatory and accounting advisors with respect to legal, tax, regulatory and accounting matters. With respect to the financial forecasts and other information relating to Dominion Energy Midstream and Dominion Energy referred to above, Moelis assumed, at the direction of the DEM Conflicts Committee, that they were reasonably prepared and that each of the Company Projections were prepared on bases reflecting the best currently available estimates and judgments of management of Dominion Energy Midstream (subject to the varying assumptions referred to above) as to the future performance of Dominion Energy Midstream and that the Parent Projections were prepared on a basis reflecting the best currently available estimates and judgments of the management of Dominion Energy as to the future performance of Dominion Energy. Moelis expressed no views as to the reasonableness of any financial forecasts or other information referred to above or the assumptions on which they are based. In addition, with the consent of the DEM Conflicts Committee, Moelis did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet, or otherwise) of Dominion Energy Midstream or Dominion Energy, nor was Moelis furnished with any such evaluation or appraisal.

Moelis’ opinion does not address Dominion Energy Midstream’s underlying business decision to effect the Merger or the relative merits of the Merger as compared to any alternative business strategies or transactions that might be available to Dominion Energy Midstream and does not address any legal, regulatory, tax or accounting matters. At the direction of the DEM Conflicts Committee, Moelis was not asked to, nor did it, offer any opinion as to any terms of the Merger Agreement or any aspect or implication of the Merger, except for the fairness of the Exchange Ratio from a financial point of view to the holders of DEM Common Units (other than the Excluded Holders). The opinion relates to the relative values of Dominion Energy Midstream and Dominion Energy. With the consent of the DEM Conflicts Committee, Moelis expressed no opinion as to what the value of Dominion Energy Common Stock actually would be when issued pursuant to the Merger or the prices at which any securities, including, without limitation, DEM Common Units or Dominion Energy Common Stock, may trade at any time. In rendering its opinion, Moelis assumed, with the consent of the DEM Conflicts Committee, that (i) the final executed form of the Merger Agreement would not differ in any material respect from the draft that Moelis reviewed, (ii) prior to the Merger, each issued and outstanding DEM Series A Preferred Unit, at the election of the holder, would be converted, first, into the number of DEM Common Units as determined pursuant to the terms of the DEM Partnership Agreement, and then, pursuant to the Merger, into the right to receive shares of Dominion Energy Common Stock at the Exchange Ratio (collectively, the “Preferred Conversion”), and would occur pursuant to the terms disclosed to Moelis and as projected by Dominion Energy Midstream, (iii) the Merger would be consummated in accordance with its terms without any waiver or modification that could be material to Moelis’ analysis, and (iv) the parties to the Merger Agreement would comply with all the material terms of the Merger Agreement. Moelis assumed, with the consent of the DEM Conflicts Committee, that all governmental, regulatory or other consents or approvals necessary for the completion of the Merger would be obtained, except to the extent that could not be material to Moelis’ analysis. Except as described in this summary,

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Dominion Energy Midstream and the DEM Conflicts Committee imposed no other instructions or limitations on Moelis with respect to the investigations made or procedures followed by Moelis in rendering its opinion. Moelis has not been authorized to solicit and has not solicited indications of interest in a possible transaction with Dominion Energy Midstream from any party.

Moelis’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Moelis as of, the date of the opinion, and Moelis assumed no responsibility to update the opinion for developments after the date of the opinion.

Moelis’ opinion did not address the fairness of the Merger or any aspect or implication of the Merger to, or any other consideration of or relating to, the holders of any class of securities, creditors or other constituencies of Dominion Energy Midstream, other than the fairness of the Exchange Ratio from a financial point of view to the holders of DEM Common Units (other than the Excluded Holders). In addition, Moelis did not express any opinion as to the (i) election by any holder of DEM Series A Preferred Units to convert such units into DEM Common Units or any aspect of the Preferred Conversion, or (ii) fairness of the amount or nature of any compensation to be received by any officers, directors or employees of any parties to the Merger, or any class of such persons, relative to the Exchange Ratio or otherwise.

Financial Analyses

The following is a summary of the material financial analyses presented by Moelis to the DEM Conflicts Committee at its meeting held on November 25, 2018, in connection with its opinion.

Some of the summaries of financial analyses below include information presented in tabular format. In order to fully understand Moelis’ analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the analyses. Considering the data described below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Moelis’ analyses.

For purposes of its analyses, Moelis reviewed a number of financial and operating metrics, including:

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Unless the context indicates otherwise, for purposes of, among other things, deriving per share (or unit) implied equity values from implied Enterprise Values as more fully described below, Moelis calculated (a) the Enterprise Value for (i) Dominion Energy Midstream based on net debt in the aggregate of $730 million, and DEM Series A Preferred Units of $800 million, in light of such units being out-of-the-money for purposes of calculating diluted units, and (ii) Dominion Energy based on net debt of $40,701 million, reflecting adjustments for the anticipated SCANA Merger, the anticipated proceeds from sales of 1,900 MW of merchant generation assets in three power plants (namely, Fairless Power Station, Manchester Street Power Station and a 25% interest in the Catalyst Old River Hydroelectric Limited Partnership) (collectively, “Merchant Generation Assets”) and a 50% interest in Blue Racer Midstream LLC (“Blue Racer”), as well as the Forward Sale, and (b) per unit/share amounts for each of Dominion Energy Midstream and Dominion Energy based on diluted units/shares using the most recent publicly available information, and with respect to (i) Dominion Energy Midstream, assuming no conversion of the DEM Series A Preferred Units for the reason described in clause (a)(i) above, and (ii) Dominion Energy, pro forma for the SCANA Merger, as well as the Forward Sale. All such information for Dominion Energy Midstream was provided by management of Dominion Energy Midstream and all such information for Dominion Energy was provided by management of Dominion Energy.

Standalone Financial Analyses of Dominion Energy Midstream

For purposes of the financial analyses of Dominion Energy Midstream described below, the term “implied merger consideration” refers to the implied value of the per share consideration provided for in the Merger of $18.22 consisting of 0.2492 shares of Dominion Energy Common Stock based on the closing price of Dominion Energy Common Stock of $73.10 per share on November 23, 2018.

Selected Publicly Traded Companies Analysis. Moelis reviewed financial and stock market information of certain selected publicly traded companies with (a) operations consisting primarily of FERC-regulated natural gas pipelines in addition to other long haul pipeline assets and certain other midstream assets, and (b) Enterprise Values of more than $4.5 billion. Moelis included both MLP/tax-pass through companies and C-corps with similar and relevant asset bases, and noted that no publicly traded entity had a completely analogous asset base to Dominion Energy Midstream. Moelis reviewed the Enterprise Value of each of the selected companies as a multiple of estimated EBITDA (such multiples are sometimes referred to herein as “EV/EBITDA” multiples) for the calendar years 2019 and 2020 (referred to as CY2019E and CY2020E), as well as LQA distribution yields. Moelis also reviewed corresponding information for Dominion Energy Midstream. Financial data for the selected companies was based on publicly available median consensus research analysts’ estimates, public filings and closing prices, in each case, as of November 23, 2018. Financial data for Dominion Energy Midstream was based on publicly available median consensus research analysts’ estimates, public filings and the closing price of DEM Common Units as of each of (i) November 23, 2018 and (ii) July 31, 2018, the date immediately prior to Dominion Energy Midstream’s second quarter earnings call, during which management disclosed that it continued to evaluate long-term strategic options for Dominion Energy Midstream (the “Unaffected Date”).

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The results of this analysis are summarized in the following table:

In reviewing the characteristics of the selected publicly traded companies for purposes of determining reference ranges for Dominion Energy Midstream, Moelis noted that (i) TC Pipelines, LP was more similar to Dominion Energy Midstream because of its (a) high concentration of FERC-regulated natural gas pipeline assets, (b) recent announcement by its parent company of plans to curtail its asset drop down strategy, and (c) current de minimus generation of IDR cash flow, and (ii) although Dominion Energy Midstream was currently trading above the median of the selected publicly traded companies, Dominion Energy Midstream has a relatively smaller size, more limited growth profile and less diversified asset base than much of the selected publicly traded companies. In addition, Moelis noted a number of factors that limit direct comparability with Dominion Energy Midstream, including variations in (i) size and relationship with its parent and/or affiliated companies, if applicable, (ii) growth profile, (iii) financial profile, including leverage, distribution/dividend yield, distribution coverage ratio and current levels for IDR cash flow, and (iv) contribution to cash flow from FERC-regulated natural gas pipeline assets vs. other midstream and non-midstream assets.

Based on the foregoing and using its professional judgment, Moelis selected reference range multiples of (i) 10.0x to 11.5x EV/EBITDA for CY2019E, and (ii) 9.5x to 11.0x EV/EBITDA for CY2020E. Moelis then applied

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such multiple ranges to corresponding financial data for Dominion Energy Midstream (based on 2019 and 2020 EBITDA estimates for Dominion Energy Midstream provided by management of Dominion Energy Midstream). Moelis then derived implied per unit reference ranges from the resulting implied Enterprise Value reference ranges, using the net debt and diluted unit information described above. This analysis indicated the following implied per unit reference ranges for Dominion Energy Midstream, as compared to the implied merger consideration:

Selected Precedent Transactions Analysis. Moelis reviewed financial information of certain selected transactions announced since January 1, 2016 (which time period was intended to capture the acceleration of the MLP simplification trend) involving target entities involved in midstream MLP simplification transactions where a company acquired either its partially owned MLP subsidiary (a “Buy-In” transaction) or acquired an MLP under common control with the acquirer (a “Common Control” transaction). Moelis noted that such transactions were selected for their similar transaction structure, and each such transaction’s comparability was limited in light of unique transaction circumstances. Moelis also noted that, in many cases, such transactions involved materially different asset bases from those of Dominion Energy and Dominion Energy Midstream and materially different IDR cash flow levels. Moelis reviewed the Enterprise Values implied by the purchase prices announced for each of the selected transactions as a multiple, to the extent information was publicly available, of estimated EBITDA for the next 12 month period (“NTM”) for which financial information was not publicly available immediately preceding announcement of the relevant transaction. Financial data for the relevant transaction was based on publicly available information, including median consensus research analysts’ estimates, at the time of announcement of the relevant transaction. Implied EV/EBITDA multiples were based on consolidated Enterprise Value (as described above), using the implied transaction values derived from the announced purchase prices paid for the target entities’ limited partner interests in the applicable transaction, as well as using implied values of general partner interests, as described above.

The results of this analysis are summarized in the following table:

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In reviewing the characteristics of the selected precedent transactions for purposes of determining a reference range, Moelis noted that (i) it focused on transactions announced since the March 15, 2018 FERC

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policy statement announcement related to income tax allowances for cost-of-service model pipeline rates, (ii) Dominion Energy Midstream’s multiple range should tend toward the high end of the selected precedent transactions range because of Dominion Energy Midstream’s asset quality and existing long-term contracts, and (iii) the most recent selected precedent transaction, involving the acquisition of Western Gas Partners, LP, was less relevant because of Western Gas Partners, LP’s current higher growth rate relative to Dominion Energy Midstream’s growth profile. In addition, Moelis noted a number of factors that limit direct comparability of each target entity involved in the selected precedent transactions with Dominion Energy Midstream, including variations in (i) size and relationship with its parent and/or affiliated companies, (ii) financial profile, including leverage, distribution/dividend yield, distribution coverage ratio, and (iii) asset base, including operational profiles, geographic areas of operation, existing contract profiles and hydrocarbon makeup of the commodities transported through the asset base. Moelis further noted that it also reviewed selected precedent FERC-regulated natural gas pipeline transactions, but such transactions did not inform its selection of reference ranges because such pipeline transactions (i) generally did not pertain to MLP simplification transactions, (ii) market forces driving such pipeline transactions differed from those driving the MLP simplification trend, and (iii) financial data publicly disclosed in connection with such pipeline transactions covered inconsistent time periods and such inconsistent time periods were generally historical time periods, as opposed to forward looking financial data on which Moelis selected its reference ranges. In addition, Moelis noted that IDR cash flows for the target entities could vary materially relative to Dominion Energy Midstream, but that general partner interests and IDR cash flow yields have converged toward limited partner interest yields since the MLP simplification trend accelerated, beginning in 2016.

Based on the foregoing and using its professional judgment, Moelis selected reference range multiples of 10.5x to 12.5x NTM EBITDA. Moelis then applied such multiple range to the EBITDA for Dominion Energy Midstream for the year ending December 31, 2019. Moelis then derived an implied per unit reference range from the resulting implied Enterprise Value reference range, using the net debt and diluted unit information described above. This analysis indicated the following implied per unit reference range for Dominion Energy Midstream, as compared to the implied merger consideration:

Discounted Cash Flow Analyses. Moelis performed discounted cash flow (“DCF”) analyses of Dominion Energy Midstream using financial projections and other information and data provided by management of Dominion Energy Midstream for the period beginning with the fiscal year ending December 31, 2019 through the fiscal year ending December 31, 2023 to calculate the present value as of December 31, 2018 of the estimated future unlevered free cash flows projected to be generated by Dominion Energy Midstream. These DCF analyses were based on each of the Base Case projections (the “Base Case discounted cash flow analysis”) and the Alternative Case projections (the “Alternative Case discounted cash flow analysis”). For more information on the Base Case projections and the Alternative Case projections, see the section entitled “Unaudited Financial Projections of Dominion Energy Midstream” beginning on page 39. In performing the DCF analyses of Dominion Energy Midstream, Moelis used a range of discount rates of 6.25% to 8.5% based on an estimate of Dominion Energy Midstream’s weighted average cost of capital (“WACC”). The estimated WACC range was derived using the Capital Asset Pricing Model (“CAPM”). In performing the DCF analyses of Dominion Energy Midstream, Moelis used a range of estimated terminal values derived by applying a range of multiples of 10.0x to 11.5x to Dominion Energy Midstream’s estimated EBITDA for 2023. The selected range of terminal multiples was informed by current CY2019E EBITDA trading multiples for the selected publicly traded companies referred to above and Dominion Energy Midstream’s average CY2019E EBITDA trading multiple between the July 18, 2018 announcement of the FERC’s revised policy statement regarding income tax allowances for cost-of-service model pipeline rates and the Unaffected Date. Moelis then derived an implied per unit reference range from the resulting implied Enterprise Value reference ranges using Dominion Energy Midstream’s projected net debt and diluted unit information as of December 31, 2018, as provided by management of

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Dominion Energy Midstream. These analyses indicated the following implied per unit reference ranges for Dominion Energy Midstream, as compared to the implied merger consideration:

Discounted Distribution Analyses. Moelis performed discounted distribution analyses of Dominion Energy Midstream using financial projections and other information and data provided by management of Dominion Energy Midstream for the period beginning with the fiscal year ending December 31, 2019 through the fiscal year ending December 31, 2023 to calculate the present value as of December 31, 2018 of the estimated future distributions projected to be made by Dominion Energy Midstream to the holders of DEM Common Units. These discounted distribution analyses were based on each of the Base Case projections (the “Base Case discounted distribution analysis”) and the Alternative Case projections (the “Alternative Case discounted distribution analysis”), each of which assumed the distribution of all funds available for distribution. For more information on the Base Case projections and the Alternative Case projections, see the section entitled “Unaudited Financial Projections of Dominion Energy Midstream” beginning on page 39. In performing the discounted distribution analyses of Dominion Energy Midstream, Moelis used a range of discount rates of 6.5% to 11.5% based on an estimate of Dominion Energy Midstream’s cost of equity. The estimated cost of equity range was derived using CAPM. In performing the discounted distribution analyses of Dominion Energy Midstream, Moelis used a range of estimated terminal values derived by applying a range of implied terminal yields of 8.0% to 10.0%. The selected range of terminal yields was informed by LQA yields for the selected public companies referred to above in light of the July 18, 2018 announcement of the FERC’s revised policy statement regarding income tax allowances for cost-of-service model pipeline rates, and in particular, the LQA yields for the MLP/tax pass-through-entities referred to above. Moelis then derived an implied per unit reference range from the resulting implied equity value reference ranges, using Dominion Energy Midstream’s projected diluted unit information as of December 31, 2018, as provided by management of Dominion Energy Midstream. These analyses indicated the following implied per unit reference ranges for Dominion Energy Midstream, as compared to the implied merger consideration:

Standalone Financial Analyses of Dominion Energy

Selected Publicly Traded Companies Analysis. Moelis reviewed financial and stock market information of certain selected publicly traded companies with (a) operations consisting primarily of integrated utilities, including electric and gas utilities under state and federal regulatory regimes, and (b) Enterprise Values of more than $15 billion. Moelis excluded from its selected publicly traded utilities companies, (i) each of PG&E Corporation and Edison International because of their expected liability exposure related to 2017 and 2018 wildfires, (ii) Sempra Energy because of its ongoing defense against the stockholder activist campaign led by Elliott Management Corporation, its recently announced acquisition of InfraREIT, Inc., its ongoing divestiture of its renewable business and its material operations in Latin America, and (iv) The Southern Company because of its significant financial pressures related to the ongoing development of its Vogtle nuclear facility. Moelis reviewed the EV/EBITDA multiples of each of the selected companies for the CY2019E and CY2020E as well as closing stock prices of each of the selected companies on November 23, 2018 as a multiple of estimated earnings per share for each of CY2019E and CY2020E (such multiples referred to herein as “P/E” multiples). Moelis noted that it believes the selected publicly traded companies trade primarily on a P/E multiple basis, but that it also believed EV/EBITDA multiples were relevant. Moelis also reviewed corresponding information for Dominion Energy. Financial data for the selected companies was based on publicly available mean consensus research analysts’ estimates, public filings and closing stock prices, in each case, as of November 23, 2018.

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Financial data for Dominion Energy was based on each of (i) publicly available median consensus research analysts’ estimates (which were not pro forma for the SCANA Merger, and for which, accordingly, Moelis calculated EV/EBITDA multiples based on net debt of $34,068 million) and public filings as of November 23, 2018, and (ii) the Parent Projections (which reflected the estimated impact of the SCANA Merger), in each case, based on the closing stock price for Dominion Energy Common Stock as of November 23, 2018.

The results of this analysis are summarized in the following table:

In reviewing the characteristics of the selected publicly traded companies for purposes of determining reference ranges for Dominion Energy, Moelis noted that (i) over the last few years, prior to early 2018, Dominion Energy traded either in-line with, or at a slight premium to, the selected publicly traded companies on a P/E basis, but that, beginning in early 2018, Dominion Energy has traded at a discount to the selected publicly traded companies on a P/E basis, driven in part by (a) uncertainty surrounding Dominion Energy’s pending acquisition of SCANA, both as to timing and final transaction terms, (b) heightened public focus on Dominion Energy’s exposure to Dominion Energy Midstream’s business, especially Dominion Energy’s downside exposure to FERC’s changing policy, originally announced on March 15, 2018, regarding income tax allowances for cost-of-service model pipeline rates, (c) Dominion Energy’s publicly announced evaluation of a potential divestiture of its 50% interest in Blue Racer, and its subsequent publicly announced sale on November 1, 2018, (d) regulatory risk surrounding Dominion Energy’s construction of its Atlantic Coast Pipeline and the potential for construction delays and cost overruns, and (ii) as the issues described in clauses (a)-(d) above are resolved, Dominion Energy has the potential to return to trading more in-line with, or at a slight premium to, the selected publicly traded companies on a P/E basis, in light of (a) Dominion Energy’s greater than 90% regulated business mix, (b) the fact that approximately 75% of Dominion Energy’s EBITDA is generated by utilities operating under regulatory jurisdictions rated above the average rating of Average/2 by Regulatory Research Associates, and (c) Dominion Energy’s guidance to Wall Street research analysts of 6%-8% earnings growth being above the median of such guidance for the selected publicly traded companies. Moelis further noted a number of factors that limit direct comparability with Dominion Energy, including (i) local competitive/market conditions, (ii) regulatory conditions and associated variability and uncertainty, (iii) growth profile, and (iv) business mix between utility vs. non-utility businesses.

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Based on the foregoing and using its professional judgment, Moelis selected reference range multiples of (i) 17.0x to 20.0x P/E for CY2019E, (ii) 16.5x to 19.0x P/E for CY2020E, (iii) 11.0x to 12.5x EV/EBITDA for CY2019E, and (iv) 10.5x to 11.5x EV/EBITDA for CY2020E. The selected P/E multiple reference ranges reflected Dominion Energy’s current trading levels at the low end of the selected ranges and reflected a premium to the current median of the selected publicly traded companies at the high end of the selected ranges (given Dominion Energy’s history of trading at a premium to such median). The selected EV/EBITDA reference ranges reflected Dominion Energy’s current trading levels and its history of trading at a premium to the median of the selected publicly traded companies. Moelis then derived, in the case of (i) the selected P/E multiple reference ranges, implied per share reference ranges, and (ii) the selected EV/EBITDA multiple reference ranges, implied per share reference ranges from the resulting implied Enterprise Value reference ranges, using the net debt and diluted share information described above. This analysis indicated the following implied per share reference ranges for Dominion Energy, as compared to the closing price per share of Dominion Energy Common Stock on November 23, 2018:

Implied Exchange Ratio Analysis

Discounted Cash Flow Analysis--The Base Case Dominion Energy Midstream Five-Year Projections.

Using the range of values per unit for DEM Common Units based on the Base Case discounted cash flow analysis on a standalone basis as described above, and the ranges of implied values per share for Dominion Energy Common Stock based on the valuation metrics for the selected publicly traded companies analyses for Dominion Energy on a standalone basis as described above, Moelis calculated implied exchange ratio ranges by (i) dividing the low end of the implied value per unit of DEM Common Units implied by the Base Case discounted cash flow analysis by the high end of the implied value per share of Dominion Energy Common Stock implied by each of (a) the selected P/E multiples for CY2019E and CY2020E and (b) the selected EV/EBITDA multiples for CY2019E and CY2020E to arrive at the low end of the implied exchange range and (ii) dividing the high end of the implied value per unit of DEM Common Units implied by the Base Case discounted cash flow analysis by the low end of the implied value per share of Dominion Energy Common Stock implied by each of (a) the selected P/E multiples for CY2019E and CY2020E and (b) the selected EV/EBITDA multiples for CY2019E and CY2020E to arrive at the high end of the implied exchange ratio range. This analysis indicated the following implied exchange ratio ranges, as compared to the Exchange Ratio:

Discounted Cash Flow Analysis—The Alternative Case Dominion Energy Midstream Five-Year Projections.

Using the range of values per unit for DEM Common Units based on the Alternative Case discounted cash flow analysis on a standalone basis as described above, and the ranges of implied values per share for Dominion Energy Common Stock based on the valuation metrics for the selected publicly traded companies analyses for Dominion Energy on a standalone basis as described above, Moelis calculated implied exchange ratio ranges by (i) dividing the low end of the implied value per unit of DEM Common Units implied by the Alternative Case discounted cash flow analysis by the high end of the implied value per share of Dominion Energy Common Stock implied by each of (a) the selected P/E multiples for CY2019E and CY2020E and (b) the selected EV/EBITDA multiples for CY2019E and CY2020E to arrive at the low end of the implied exchange range and

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(ii) dividing the high end of the implied value per unit of DEM Common Units implied by the Alternative Case discounted cash flow analysis by the low end of the implied value per share of Dominion Energy Common Stock implied by each of (a) the selected P/E multiples for CY2019E and CY2020E and (b) the selected EV/EBITDA multiples for CY2019E and CY2020E to arrive at the high end of the implied exchange ratio range. This analysis indicated the following implied exchange ratio ranges, as compared to the Exchange Ratio:

Discounted Distribution Analysis—The Base Case Dominion Energy Midstream Five-Year Projections.

Using the range of values per unit for DEM Common Units based on the Base Case discounted distribution analysis on a standalone basis as described above, and the ranges of implied values per share for Dominion Energy Common Stock based on the valuation metrics for the selected publicly traded companies analyses for Dominion Energy on a standalone basis as described above, Moelis calculated implied exchange ratio ranges by (i) dividing the low end of the implied value per unit of DEM Common Units implied by the Base Case discounted distribution analysis by the high end of the implied value per share of Dominion Energy Common Stock implied by each of (a) the selected P/E multiples for CY2019E and CY2020E and (b) the selected EV/EBITDA multiples for CY2019E and CY2020E to arrive at the low end of the implied exchange range and (ii) dividing the high end of the implied value per unit of DEM Common Units implied by the Base Case discounted distribution analysis by the low end of the implied value per share of Dominion Energy Common Stock implied by each of (a) the selected P/E multiples for CY2019E and CY2020E and (b) the selected EV/EBITDA multiples for CY2019E and CY2020E to arrive at the high end of the implied exchange ratio range. This analysis indicated the following implied exchange ratio ranges, as compared to the Exchange Ratio:

Discounted Distribution Analysis—The Alternative Case Dominion Energy Midstream Five-Year Projections.

Using the range of values per unit for DEM Common Units based on the Alternative Case discounted distribution analysis on a standalone basis as described above, and the ranges of implied values per share for Dominion Energy Common Stock based on the valuation metrics for the selected publicly traded companies analyses for Dominion Energy on a standalone basis as described above, Moelis calculated implied exchange ratio ranges by (i) dividing the low end of the implied value per unit of DEM Common Units implied by the Alternative Case discounted distribution analysis by the high end of the implied value per share of Dominion Energy Common Stock implied by each of (a) the selected P/E multiples for CY2019E and CY2020E and (b) the selected EV/EBITDA multiples for CY2019E and CY2020E to arrive at the low end of the implied exchange range and (ii) dividing the high end of the implied value per unit of DEM Common Units implied by the Alternative Case discounted distribution analysis by the low end of the implied value per share of Dominion Energy Common Stock implied by each of (a) the selected P/E multiples for CY2019E and CY2020E and (b) the selected EV/EBITDA multiples for CY2019E and CY2020E to arrive at the high end of the implied exchange ratio range. This analysis indicated the following implied exchange ratio ranges, as compared to the Exchange Ratio:

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Selected Publicly Traded Companies Analysis. Using the ranges of implied values per unit for DEM Common Units and the ranges of implied values per share for Dominion Energy Common Stock based on the valuation metrics for the selected publicly traded companies analyses for each company on a standalone basis as described above, Moelis calculated implied exchange ratio ranges by (i) dividing the low end of the implied value per unit of DEM Common Units implied by the selected EV/EBITDA multiples for each of CY2019E and CY2020E by the high end of the implied value per share of Dominion Energy Common Stock implied by each of the selected P/E multiples and the selected EV/EBITDA multiples for the corresponding year to arrive at the low end of the implied exchange ratio range and (ii) dividing the high end of the implied value per unit of DEM Common Units implied by the selected EV/EBITDA multiples for each of CY2019E and CY2020E by the low end of the implied value per share of Dominion Energy Common Stock implied by each of the selected P/E multiples and the selected EV/EBITDA multiples for the corresponding year to arrive at the high end of the implied exchange ratio range. This analysis indicated the following implied exchange ratio ranges, as compared to the Exchange Ratio: