UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the Securities Exchange Act of 1934~~

~~June 30,~~of ~~2021~~the Securities Exchange Act of 1934

October 7, 2024

Date of Report (Date of earliest event reported)

Exact name of registrant as specified in its charter

CommissionFile Number

Exact name of registrant as specified in its charterState or other jurisdiction of incorporationAddress of principal executive officesRegistrant’s telephone number, including area code

IRS Employer Identification No.

State or other jurisdiction of incorporation or organization

001-37591

EASTERN ENERGY GAS HOLDINGS, LLC(A Virginia Limited Liability Company)10700 Energy WayGlen Allen, Virginia 23060804-613-5100

46-3639580

Commission

Address of principal executive offices

IRS Employer

File Number

Registrant’s telephone number, including area code

Identification No.

001-37591

EASTERN ENERGY GAS HOLDINGS, LLC

46-3639580

(A Virginia Limited Liability Company)

6603 West Broad Street

Richmond, Virginia 23230

804-613-5100

N/A

(Former name or former address, if changed from last report)

~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:~~N/A

o(Former ~~Written~~name ~~communications~~or ~~pursuant~~former toaddress, ~~Rule~~if ~~425~~changed ~~under~~since ~~the~~last ~~Securities Act (17 CFR 230.425~~report)

oCheck ~~Soliciting~~the ~~material~~appropriate ~~pursuant~~box tobelow ~~Rule~~if ~~14a~~the Form 8-12K ~~under~~filing is intended to simultaneously satisfy the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14a-12)~~registrant under any of the following provisions:

o☐ ~~Pre-commencement~~Written communications pursuant to Rule ~~14d-2(b)~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14d-2(b~~425))

o☐ ~~Pre-commencement~~Soliciting ~~communications~~material pursuant to Rule ~~13e~~14a-~~4(c)~~12 under the Exchange Act (17 CFR 240.~~13e~~14a-~~4(c~~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))


Registrant		Securities registered pursuant to Section 12(b) of the Act:
EASTERN ENERGY GAS HOLDINGS, LLC		None

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 o ☐

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. o ☐

Item 38.~~03 Material~~01 ~~Modification~~Other ~~to Rights of Security Holders~~Events.

On ~~June 30~~October 9, ~~2021~~2024, ~~in connection with the exchange offers and consent solicitations previously disclosed in the Current Report on Form 8-K filed on June 11, 2021 by~~ Eastern Energy Gas Holdings, LLC (the “Company”), ~~having~~issued ~~received the necessary consents~~$900, ~~and the Company’s subsidiary Eastern Gas Transmission and Storage~~000,000 ~~Inc.~~aggregate ~~(“EGTS”)~~principal ~~having~~amount ~~accepted tendered notes in the exchange offers, from holders~~ of the Company’s ~~3.900%~~2024 ~~Senior~~Series ~~Notes~~A ~~due 2049, 4~~5.~~600~~650% Senior Notes due ~~2044,~~2054 ~~4.800%~~(the “Senior Notes ~~due 2043, and 3~~”).~~000%~~ The Senior Notes ~~due~~were ~~2029~~offered ~~(collectively,~~and ~~the~~sold ~~“Notes”)~~pursuant asto ~~disclosed~~the inprovisions ~~the~~of ~~Current~~an ~~Report~~underwriting onagreement ~~Form~~(the ~~8-K~~“Underwriting ~~filed~~Agreement”) byamong the Company, onBofA ~~June 25~~Securities, ~~2021~~Inc., ~~entered~~MUFG ~~into~~Securities ~~the~~Americas ~~Fifteenth Supplemental Indenture~~Inc., ~~dated~~SMBC asNikko ofSecurities ~~June 30~~America, ~~2021~~Inc., byTruist ~~and~~Securities, ~~between~~Inc. ~~the Company~~ and ~~Deutsche~~U.S. ~~Bank~~Bancorp ~~Trust Company Americas~~Investments, ~~as trustee (the “Trustee”)~~Inc., ~~with respect to the Indenture, dated~~ as ofrepresentatives ~~October~~for 1,several ~~2013~~underwriters (collectively, the “~~Base Indenture~~Underwriters”) ~~as supplemented by the Fourteenth Supplemental Indenture~~, dated ~~as of November 1~~October 7, ~~2019,~~2024. ~~the~~The ~~Sixth~~Underwriting ~~Supplemental~~Agreement ~~Indenture,~~contains ~~dated~~certain ascustomary ~~of December 1~~representations, ~~2014,~~warranties ~~the Third Supplemental Indenture, dated as of October 1, 2013,~~ and ~~the~~covenants ~~Thirteenth~~concerning ~~Supplemental Indenture, dated as of November 1, 2019, each between~~ the Company and the ~~Trustee~~registration ~~(each~~statement ~~such supplemental indenture~~ relating to, ~~or affecting~~ the ~~terms~~offering of, athe ~~series~~Senior of Notes,. ~~together~~In ~~with~~addition, the ~~Base~~Company ~~Indenture,~~has anagreed ~~“Indenture”~~to ~~and~~indemnify ~~collectively~~ the ~~“Indentures”),~~Underwriters byagainst ~~and~~certain ~~between~~liabilities, ~~the~~including ~~Company~~liabilities ~~and~~under the ~~Trustee~~Securities ~~(the~~Act ~~“Amending~~of ~~Supplemental~~1933, ~~Indenture”).~~as ~~The~~amended, ~~Amending~~and ~~Supplemental Indenture amends~~ the ~~Indenture~~ ~~for~~Securities ~~each~~Exchange ~~such~~Act ~~series~~ of ~~outstanding Notes to eliminate certain defeasance provisions~~1934, ~~events~~as ~~of default and other related provisions applicable to such Notes~~amended.

The ~~foregoing~~Senior ~~description~~Notes ofwere ~~the~~issued ~~Amending~~pursuant ~~Supplemental~~to the Indenture, ~~does~~dated ~~not~~October 1, ~~purport~~2013 to(the be“Indenture”), ~~complete~~between the Company and isDeutsche ~~qualified~~Bank inTrust ~~its~~Company ~~entirety~~Americas, byas ~~reference~~trustee, toas supplemented by the ~~Amending~~Sixteenth Supplemental Indenture, ~~filed~~dated asOctober 9, ~~Exhibit~~2024 ~~4.1~~(the ~~and~~“Supplemental ~~is incorporated herein by reference~~Indenture”).

~~Item~~The ~~8.01 Other~~Company ~~Events~~intends to use the net proceeds from the sale of the Senior Notes, together with other available funds, to refinance the Company’s (a) 2019 Series A Notes, maturing on November 15, 2024 in an aggregate outstanding principal amount of $600,000,000, and (b) 2014 Series B Notes, maturing on December 15, 2024 in an aggregate outstanding principal amount of $339,000,000.

OnThe ~~June~~Senior ~~30,~~Notes ~~2021,~~will ~~EGTS~~be ~~transferred~~redeemable prior to ~~EEGH~~maturity, ~~all~~under ~~Notes~~the ~~tendered~~terms and ~~accepted~~conditions ~~for~~set ~~payment~~forth in the ~~exchange~~Supplemental ~~offers, which together had an aggregate outstanding principal amount of $1~~Indenture.~~6 billion, in satisfaction of $1.6 billion principal amount of EGTS’ $1.895 billion of long-term indebtedness owed to EEGH, and EEGH has caused such Notes to be cancelled.~~

OnThe ~~June~~descriptions ~~30,~~of ~~2021,~~ the ~~remaining~~Underwriting ~~principal~~Agreement, ~~balance on~~ the ~~long-term indebtedness to EEGH of $295 million~~Indenture, ~~which is equal to~~ the ~~excess~~Supplemental ofIndenture ~~the~~and ~~$1.895 billion principal amount of such long-term indebtedness over~~ the ~~$1.6~~Senior ~~billion~~Notes ~~aggregate~~are ~~principal~~qualified ~~amount~~in oftheir ~~the~~entirety ~~Existing~~by ~~EEGH~~reference ~~Notes transferred~~ to the ~~Company~~Underwriting byAgreement, ~~EGTS following~~ the ~~exchange offers~~Indenture, ~~was~~the ~~satisfied~~Supplemental ~~through~~Indenture aand ~~capital contribution. As a result, following~~ the ~~completion~~specimen ofglobal ~~the~~certificate ~~exchange~~evidencing ~~offers and~~ the ~~capital~~Senior ~~contribution~~Notes, ~~EGTS’~~copies ~~$1.895 billion~~ of ~~long-term~~which ~~indebtedness~~are tofiled ~~EEGH~~as ~~was~~exhibits ~~cancelled~~to inthis ~~full~~Form 8-K.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description	~~Description~~
4.1		Fifteenth Supplemental Indenture, dated as of June 30, 2021, by and between Eastern Energy Gas Holdings, LLC and Deutsche Bank Trust Company Americas, as trustee, relating to the Indenture dated as of October 1, 2013, by and between Eastern Energy Gas Holdings, LLC and Deutsche Bank Trust Company Americas.
1.1	Underwriting Agreement, dated October 7, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).
4.1	Indenture, dated October 1, 2013 (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-4 filed April 4, 2014, File No. 333-195066)
4.2	Sixteenth Supplemental Indenture, dated October 9, 2024
4.3	Specimen of the 2024 Series A 5.650% Senior Notes due 2054 (included in Exhibit 4.2 hereto)
5.1	Opinion of Gibson, Dunn & Crutcher LLP
5.2	Opinion of Anne E. Bomar
23.1	Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1 hereto)
23.2	Consent of Anne E. Bomar (included in Exhibit 5.2 hereto)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.

~~EASTERN ENERGY GAS HOLDINGS, LLC~~

EASTERN ENERGY GAS HOLDINGS, LLC

Date: July 1, 2021

Date: October 9, 2024

~~/s/ Scott C. Miller~~

/s/ Scott C. Miller

~~Scott C. Miller~~

Scott C. Miller

~~Vice President, Chief Financial Officer and Treasurer~~

Vice President, Chief Financial Officer and Treasurer

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