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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the~~

of the Securities Exchange Act of 1934

Date of ~~Report~~report (Date of earliest event reported): ~~September 30~~November 2, 2020

Dominion Energy Gas Holdings, LLC

(Exact ~~name~~Name of Registrant as Specified in Its Charter)

Virginia	~~001-37591~~	46001-~~3639580~~37591	46-3639580
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdictionof incorporation)		(CommissionFile Number)	(IRS EmployerIdentification No.)
120 Tredegar Street Richmond, Virginia		23219
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (804) 819-2000


120 Tredegar Street Richmond, Virginia		23219
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code (804) 819-2000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General ~~Instructions~~Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Title of Each Class	TradingSymbol(s)	Name of each Exchangeon which Registered
2014 Series C 4.6% Senior Notes		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Item 85.~~01 Other~~03 ~~Events~~Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

AsOn ~~previously disclosed~~November 1, ~~on July 5,~~ 2020, ~~Dominion~~the ~~Energy,~~Board ~~Inc.~~of Directors (~~Dominion~~the ~~Energy~~“Board”), ~~the parent company~~ of Dominion Energy Gas Holdings, LLC (the “Company”), ~~announced~~approved ~~that~~an itamendment to ~~had entered into a Purchase and Sale Agreement (~~the ~~Purchase~~Company’s ~~Agreement)~~Articles ~~with~~of ~~Berkshire~~Organization ~~Hathaway Energy Company~~ (~~BHE)~~as ~~providing~~amended, ~~for~~the ~~Dominion~~“Articles ~~Energy to sell substantially all~~ of ~~its~~Organization”) ~~Gas~~and ~~Transmission~~an &amendment ~~Storage~~and ~~operating~~restatement ~~segment assets, including all~~ of ~~its membership interests in~~ the Company,’s toOperating ~~BHE~~Agreement (~~the~~as ~~Transaction). On~~amended ~~September~~and 30restated, ~~2020,~~the ~~Dominion~~“Operating ~~Energy~~Agreement”) ~~announced that it expects~~ to ~~close~~ change the ~~Transaction,~~name ~~exclusive~~ of ~~certain~~the ~~assets,~~Company ~~including~~from Dominion Energy ~~Questar~~Gas ~~Pipeline~~Holdings, LLC ~~and~~to ~~related~~Eastern ~~entities~~Energy ~~(Questar~~Gas ~~Pipeline)~~Holdings, ~~around November 1, 2020 (the Closing)~~LLC.

AtEffective ~~Closing~~on November 2, ~~all~~2020 ofwith the ~~membership~~filing ~~interests~~of Articles of ~~the~~Amendment ~~Company will be transferred~~ to ~~BHE. Questar~~the ~~Pipeline~~Articles ~~and~~of ~~its~~Organization ~~related~~with ~~indebtedness,~~the asCommonwealth ~~well~~of asVirginia ~~other~~State ~~previously~~Corporation ~~disclosed assets~~Commission, ~~will~~Article beI ~~transferred out~~ of the ~~Company~~Articles ~~prior~~of toOrganization ~~Closing. The~~was ~~Closing~~amended ~~remains subject~~ to ~~certain~~read: ~~customary~~“The ~~closing~~name ~~conditions, including customary conditions regarding the accuracy~~ of the ~~representations~~limited ~~and~~liability ~~warranties~~company ofis ~~the~~Eastern ~~parties~~Energy Gas ~~and~~Holdings, ~~compliance by the parties in all material respects with their respective obligations under the Purchase Agreement~~LLC.”

~~FORWARD~~On November 2, 2020, the Operating Agreement was amended to read “Eastern Energy Gas Holdings, LLC” wherever it had previously read “Dominion Energy Gas Holdings, LLC” and all references to Dominion Energy Questar Corporation as the sole member of the Company were replaced with references to BHE GT&S, LLC, a wholly-~~LOOKING~~owned ~~STATEMENTS~~subsidiary of Berkshire Hathaway Energy Company (“BHE”), in addition to certain other related changes.

~~This~~The ~~report~~foregoing ~~contains~~is ~~certain forward-looking statements, including the closing of~~ a ~~possible~~brief ~~change~~description of ~~control event for~~ the ~~Company~~amendments ~~and~~to the Articles ~~disposition~~ of ~~certain~~Organization ~~Company~~and ~~assets.~~the ~~Factors~~Operating ~~that~~Agreement ~~could~~and ~~cause~~is ~~actual~~qualified ~~results~~in toits ~~differ~~entirety ~~include,~~by ~~but~~reference ~~are not limited~~ to the ~~risk~~full ~~that~~text ~~conditions~~of to the ~~closing~~Articles of ~~the~~Amendment ~~transaction~~and ~~may~~the ~~not~~Operating beAgreement, ~~satisfied.~~which ~~Other risk factors~~ are ~~detailed~~filed ~~from~~herewith ~~time~~as toExhibits ~~time~~3.1 ~~in the Company’s quarterly reports on Form 10-Q~~ and ~~most~~3.2, ~~recent~~respectively, ~~annual report on Form 10-K filed with the Securities~~ and incorporated ~~Exchange~~by ~~Commission~~reference herein.

Item 98.01 ~~Financial~~Notice ~~Statements~~of ~~and~~Delisting ~~Exhibits~~or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

~~Exhibit~~Following ~~104~~the ~~Cover~~closing ~~Page~~of ~~Interactive~~the ~~Data~~previously ~~File~~announced transaction on November 1, 2020 of BHE’s purchase of substantially all of the natural gas transmission and storage business of Dominion Energy, Inc. and Dominion Energy Questar Corporation, including all of the outstanding membership interests of the Company, on November 2, 2020, the Company notified the New York Stock Exchange (~~embedded~~the ~~within~~“Exchange”) of its (i) intent to withdraw its 2014 Series C 4.6% Senior Notes (the ~~Inline~~“Series ~~XBRL~~C ~~document~~Senior Notes”) from listing on the Exchange and (ii) file with the Securities and Exchange Commission a notification of removal from listing and registration on Form 25 to effect the delisting of all the Series C Senior Notes from the Exchange and the deregistration of the Series C Senior Notes under Section 12(b) of the Securities Exchange Act of 1934, as amended ((i) and (ii), collectively, the “Delisting”). The Company expects to submit Form 25 with the SEC on or about November 12, 2020 and anticipates that the withdrawal will be effective 10 days after Form 25 is filed, and that the Exchange will suspend trading in its Notes before the market opens on November 23, 2020.

~~SIGNATURES~~On November 2, 2020, BHE issued a press release announcing the Delisting, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.


Exhibit No.		Description

3.1		Articles of Amendment, effective November 2, 2020.

3.2		Operating Agreement, amended and restated, effective November 2, 2020.

99.1		Press Release of Dominion Energy Gas Holdings, LLC, dated November 2, 2020.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DOMINION ENERGY GAS HOLDINGS, LLC Registrant ~~By:~~ /s/ ~~James~~Scott RC. ~~Chapman~~Miller ~~James~~Name: RScott C. ~~Chapman~~Miller ~~Executive~~Title: ~~Vice President,~~ Chief Financial Officer ~~and~~& Treasurer

Date: ~~September~~ 30November 2, 2020

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