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 11 24, 2021 ~~(June 11, 2021)~~

Date of Report (Date of earliest event reported)

Exact name of registrant as specified in its charter

State or other jurisdiction of incorporation or organization

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 ~~obligation~~obligations of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

o 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 8.01. Other Events.

On June 1125, 2021, Eastern Gas Transmission and Storage, Inc. (“EGTS”), a wholly owned subsidiary of Eastern Energy Gas Holdings, LLC (“EEGH” or the “Company”), ~~announced~~and ~~that~~EEGH itissued ~~has~~a ~~commenced offers to all Eligible Holders (as defined in the~~ press release) toannouncing ~~exchange (~~the ~~“Exchange~~early ~~Offers”)~~tender ~~certain~~results ~~notes previously issued by EEGH,~~ as ~~more~~of ~~fully~~5:00 ~~described~~p.m. inNew ~~the~~York ~~attached~~City ~~press release (together~~time, ~~the~~on ~~“Existing~~June ~~EEGH~~24, ~~Notes”)~~2021, ~~for~~of ~~up to $1.6 billion aggregate principal amount (~~the ~~“Maximum~~exchange ~~Exchange~~offers ~~Amount”)~~made ~~of certain new notes to be issued~~ by EGTS ~~(collectively,~~and the ~~“New~~Company’s ~~EGTS~~consent ~~Notes”),~~solicitations ~~pursuant~~previously todisclosed ~~the~~in ~~terms and subject to~~ the ~~conditions~~Current ~~set~~Report ~~forth~~on inForm a8-K ~~confidential~~filed ~~offering~~by ~~memorandum~~the ~~and~~Company ~~consent~~on ~~solicitation statement, dated as of~~ June 11, 2021 (the “Exchange ~~Offer~~Offers ~~Memorandum~~and the Consent Solicitations”).

~~Subject~~A tocopy of the ~~Maximum~~press ~~Exchange~~release ~~Amount,~~issued ~~certain~~by ~~proration~~EGTS ~~terms~~ and ~~other~~EEGH ~~terms~~regarding ~~set forth in~~ the ~~Exchange~~early ~~Offer~~tender ~~Memorandum,~~and ~~the~~consent ~~amounts~~solicitation ofresults ~~each series~~ of ~~Existing EEGH Notes that are accepted in~~ the Exchange Offers ~~will~~and ~~be determined in accordance with~~ the ~~Acceptance~~Consent ~~Priority~~Solicitations ~~Levels (as such term~~ is ~~defined in the~~ attached ~~press~~as ~~release)~~Exhibit ~~set forth in the table in the attached press release~~99.1 Ashereto aand ~~result, the reduction, if any, in the amount of Existing EEGH Notes of any particular series that remains outstanding following consummation of the Exchange Offers~~ is ~~expected~~incorporated ~~to be largest~~ in ~~the~~this ~~series~~Item of8.01 ~~Existing~~by ~~EEGH Notes having higher Acceptance Level Priorities~~reference.

InItem conjunction with the Exchange Offers, EEGH is soliciting consents (the “Consents” and, such solicitations, the “Consent Solicitations”) to adopt certain proposed amendments to the indenture governing the Existing EEGH Notes (as supplemented for each particular series of Existing EEGH Notes, the “Existing EEGH Notes Indentures”) to eliminate certain events of default, modify covenants regarding mergers and consolidations, and modify or eliminate certain other provisions, including certain provisions relating to liens and defeasance, contained in the Existing EEGH Notes Indentures and the Existing EEGH Notes (the “Proposed Amendments”)9.01 Financial ~~The~~Statements Proposed Amendments will become effective with respect to a particular series of Existing EEGH Notes to the extent (i) participation in the Exchange Offer by such series of Existing EEGH Notes exceeds 50% of the outstanding principal amount of such series and ~~(ii) all tendered Existing EEGH Notes of such series are accepted for exchange in the related Exchange Offer~~Exhibits.

The Exchange Offers and the Consent Solicitations will expire at 11:59 p.m., New York City time, on July 9, 2021, unless extended or earlier terminated (such time and date, as the same may be extended, the “Expiration Time”). However, Eligible Holders who validly tender and do not validly withdraw their Existing EEGH Notes at or prior to 5:00 p.m., New York City time, on June 24, 2021 (as the same may be extended, the “Early Tender Time”), will be eligible to receive greater consideration for their Existing EEGH Notes than will be available for tenders made after the Early Tender Time but at or prior to the Expiration Time, all as more fully described in the attached press release and in the Exchange Offer Memorandum.

EGTS will return to EEGH all Existing EEGH Notes which are validly tendered and accepted in the Exchange Offers (the “Returned Notes”), and EEGH will cancel such Returned Notes. At the date hereof, EGTS has $1.895 billion of long term indebtedness to EEGH (the “EGTS Long Term Debt”). In exchange for EGTS returning the Returned Notes, EEGH will cancel an aggregate principal amount of the EGTS Long Term Debt equal to the aggregate principal amount of the Returned Notes, and such debt cancellation will be treated as a capital contribution to EGTS. In addition, EEGH will, following completion of the Exchange Offers, make a further capital contribution to EGTS through its cancellation of the then-remaining balance of the EGTS Long Term Debt.

This announcement does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Exchange Offers and Consent Solicitations are being made solely pursuant to the Exchange Offer Memorandum and only to such persons and in such jurisdictions as is permitted under applicable law.

Please carefully review the attached press release for further details regarding the Exchange Offers and Consent Solicitations. A copy of the press release issued by EGTS and EEGH regarding the Exchange Offers and the Consent Solicitations is attached as Exhibit 99.1 hereto and is incorporated in this Item 8.01 by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.						Description
99.1						Press Release of Eastern Gas Transmission and Storage, Inc. and Eastern Energy Gas Holdings, LLC, dated June 1125, 2021.
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
Date: June 11, 2021
Date: June 25, 2021
			/s/ Scott C. Miller
			Scott C. Miller
			Vice President, Chief Financial Officer and Treasurer

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