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
Date of Report (Date of earliest event reported):
December 14, 2007 (December 13, 2007)
SPECTRA ENERGY PARTNERS, LP
(Exact name of registrant as specified in its charter)
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| Delaware
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001-33556
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41-2232463 |
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 5400 Westheimer Court, Houston, Texas
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77056 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code 713-627-5400
(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 Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 1.01 |
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Entry into a Material Definitive Agreement. |
On December 13, 2007, Spectra Energy Partners, LP (the “Partnership”) entered into a
Contribution Agreement (the “Contribution Agreement”) with Spectra Energy Transmission, LLC (“SET”)
and its indirect wholly-owned subsidiary, Spectra Energy Partners (DE) GP, LP, the general partner
of the Partnership (the “General Partner”). In addition, East Tennessee Natural Gas, LLC, a
subsidiary of the Partnership (“ETNG”), entered into an Asset Purchase Agreement (the “Asset
Purchase Agreement”) with Spectra Energy Virginia Pipeline Company, a subsidiary of SET (“Spectra
Energy Virginia”). Pursuant to the Contribution Agreement, SET will contribute to the Partnership
all of the limited liability company interest in Virginia-based Saltville Gas Storage Company,
L.L.C. (“Saltville”). Pursuant to the Asset Purchase Agreement, ETNG will acquire from Spectra
Energy Virginia the P-25 pipeline, a 72-mile natural gas pipeline that originates at the gas
storage facility owned by Saltville. The Partnership will pay to SET and its subsidiaries
consideration of approximately $107 million (subject to working capital and other closing
adjustments), consisting of newly issued Partnership units and approximately $5 million in cash.
The final number of Partnership units will be determined using a volume weighted average price
calculated for the 20-day period ending three days prior to the closing date. The transaction
requires regulatory approvals from the Federal Energy Regulatory Commission (“FERC”) and the
Virginia State Corporation Commission (“VSCC”). The transaction is expected to close during the
second quarter of 2008, depending on the timing of receipt of the required regulatory approvals.
SET currently directly or indirectly owns (i) 100% of the General Partner and (ii) 100% of
Spectra Energy Partners GP, LLC, the general partner of the General Partner (“GP, LLC”).
Accordingly, the conflicts committee of GP, LLC’s Board of Directors recommended approval of the
Transaction. The conflicts committee, a committee of independent members of GP, LLC’s Board of
Directors, retained independent legal and financial advisors to assist it in evaluating and
negotiating the Transaction. In recommending approval of the Transaction, the conflicts committee
based its decision in part on an opinion from the independent financial advisor that the
consideration to be paid by the Partnership is fair, from a financial point of view, to the
Partnership and its unitholders (other than the General Partner and any unitholder affiliated with
the General Partner).
The foregoing descriptions of the Contribution Agreement and the Asset Purchase Agreement are
not complete and are qualified in their entirety by reference to the full and complete terms of the
Contribution Agreement and the Asset Purchase Agreement, which are attached to this Current Report
on Form 8-K as Exhibits 10.1 and 10.2.
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| Item 3.02 |
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Unregistered Sales of Equity Securities. |
The information set forth under Item 1.01 above is incorporated herein by reference. The
private placement of Partnership units to be issued pursuant to the Contribution Agreement and the
Asset Purchase Agreement is being made in reliance upon an exemption from the registration
requirements of the Securities Act of 1933 pursuant to Section 4(2) thereof as well as Regulation D
thereunder.
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| Item 7.01 |
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Regulation FD Disclosure. |
On December 14, 2007, the Partnership issued a release announcing the transactions
contemplated by the Contribution Agreement and the Asset Purchase Agreement. A copy of the press
release is being furnished and is attached as Exhibit 99.1 hereto and incorporated into this Item
7.01 by reference.
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| Item 9.01 |
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Financial Statements and Exhibits. |