Dominion, Caiman Energy II To Form Blue Racer Midstream, $1.5 Billion Joint Venture To Develop Utica Shale Midstream Assets

 Dominion, Caiman Energy II To Form Blue Racer Midstream, $1.5 Billion Joint
               Venture To Develop Utica Shale Midstream Assets

PR Newswire

RICHMOND, Va. and DALLAS, Dec. 20, 2012

RICHMOND, Va. and DALLAS, Dec. 20, 2012 /PRNewswire/ --Two experienced
midstream companies, Dominion (NYSE: D) and Caiman Energy II, LLC, (Caiman)
have announced they are forming a $1.5 billion joint venture to provide
midstream services to natural gas producers operating in the Utica shale in
Ohio and portions of Pennsylvania. The companies expect to close on the joint
venture by the end of the year.

The joint venture, Blue Racer Midstream, LLC, will be an equal partnership
between Dominion and Caiman, with Dominion contributing midstream assets and
Caiman contributing private equity capital. The joint venture will leverage
Dominion's existing presence in the Utica with significant additional new
capacity designed to meet producer needs as the Utica shale acreage is
developed. Midstream services offered will include gathering, processing,
fractionation, and natural gas liquids transportation and marketing.

"The Utica shale has enormous potential to provide jobs and revenues for the
local Ohio economy," said Thomas F. Farrell II, Dominion's chairman, president
and chief executive officer. "Because the portion of the Utica shale targeted
today produces a rich gas stream, gathering and processing capacity must be
developed so that the natural gas and valuable natural gas liquids can be
separated and sold. Caiman Energy brings to the joint venture a proven track
record in developing one-stop midstream shopping for producers.

"The joint venture allows Dominion to capture the value of our assets in the
Utica region and supports our 5 percent to 6 percent annual operating earnings
per share growth targets, while at the same time accelerating Utica midstream
capital spending by up to $800 million," Farrell said. "This additional
flexibility will be valuable as we proceed with our growth plan. Under the
Utica joint venture, Dominion expects to benefit from cash received for its
assets and pro-rata earnings from the joint venture."

"Dominion brings well-positioned assets and experienced operations for
gathering, processing, fractionating and delivering natural gas and liquids
produced from the Utica shale field," said Jack Lafield, Caiman's chairman and
chief executive officer. "With our experience in developing midstream
businesses and our $800 million in equity commitments for the joint venture,
we can quickly leverage Dominion's assets, expertise and relationships to meet
producers' needs as they fully develop their natural gas acreage."

Dominion facilities to be contributed to the joint venture include both
gathering and processing assets. Dominion East Ohio's existing rich gas
gathering network will be contributed, along with other portions of its
gathering system as more lines are converted to rich gas gathering
operations. With investment, the joint venture's gathering pipeline system
could be expanded to transport at least 2 billion cubic feet of natural gas
per day.

Also included are Dominion's Natrium Extraction Plant and related facilities,
currently under construction in Marshall County, W. Va., and a Dominion
Transmission pipeline connecting Natrium to the Dominion East Ohio gathering

Natrium is expected to process 200 million cubic feet of natural gas a day and
fractionate 36,000 barrels of liquids, and can be expanded to serve market
needs. Natrium is designed to separate the natural gas liquids into
industrial-quality propane, butane, ethane and other products. The products
will be able to reach multiple markets through a variety of delivery options,
including truck, railroad, pipeline and barge facilities.

UBS Investment Bank served as sole advisor to Dominion. Barclays and Citi
acted as financial advisors to Caiman Energy.

About Caiman Energy II, LLC

Caiman Energy II, LLC is a midstream energy company focused on the design,
construction, operation and acquisition of midstream assets. The company is
currently focused on midstream projects in the Utica shale and serves
producers by providing natural gas and condensate gathering, compression,
dehydration, measurement, treating and conditioning, processing, liquids
transportation and fractionation services. Caiman Energy II is backed by
equity commitments from Williams Partners (NYSE: WPZ), EnCap Flatrock
Midstream of San Antonio, Highstar Capital of New York, and management. For
more information, visit

About Dominion

Dominion is one of the nation's largest producers and transporters of energy,
with a portfolio of approximately 27,400 megawatts of generation, 11,000 miles
of natural gas transmission, gathering and storage pipeline and 6,300 miles of
electric transmission lines. Dominion operates one of the nation's largest
natural gas storage systems with 947 billion cubic feet of capacity and serves
retail energy customers in 15 states. For more information about Dominion,
visit the company's website at

This Dominion news release includes certain "forward-looking information".
Examples include information as to expectations, beliefs, plans, goals,
objectives and future financial or other performance or assumptions concerning
matters discussed in this release. Our business is influenced by many factors
that are difficult to predict, involve uncertainties that may materially
affect actual results and are often beyond our ability to control or estimate
precisely. We have identified and will in the future identify in our SEC
Reports on Forms 10-K and 10-Q a number of factors that could cause actual
results to differ from those in the forward-looking statements. We refer you
to those discussions for further information. Any forward-looking statement
speaks only as of the date on which it is made, and we undertake no obligation
to update any forward-looking statement to reflect events or circumstances
after the date on which it is made.

SOURCE Dominion

Contact: Media: Dan Donovan, +1-412-237-2900,, or
Analysts: Nathan Frost, +1-804-819-2187,
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