| Item 1.01 | Entry in Material Definitive Agreement. |
On August 20, 2018, DCP Midstream, LP (the “Partnership”), DCP Midstream GP, LP, and DCP Midstream GP, LLC (collectively, the “DCP Parties”) entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., BB&T Capital Markets, a division of BB&T Securities, LLC, BTIG, LLC, Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc., SunTrust Robinson Humphrey, Inc., TD Securities (USA) LLC and Wells Fargo Securities, LLC (each, a “Manager” and collectively, the “Managers”). Pursuant to the Equity Distribution Agreement, the Partnership may issue and sell, from time to time, through the Managers, common units representing limited partner interests in the Partnership (the “Common Units”) having an aggregate offering price of up to $750,000,000 (the “Offering”). The Partnership intends to use the net proceeds of the Offering for general partnership purposes, which may include, among other things, repaying or refinancing all or a portion of its indebtedness and funding working capital, capital expenditures or acquisitions. Under the terms of the Equity Distribution Agreement, the Partnership may also sell the Common Units from time to time to any Manager as principal for its own account, at a price to be agreed upon at the time of sale. Any sale of the Common Units to a Manager as principal would be pursuant to the terms of a separate terms agreement between the Partnership and such Manager.
The Offering has been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Partnership’s Registration Statement on FormS-3 (RegistrationNo. 333-219927) filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 11, 2017, which was declared effective on August 18, 2017, and as supplemented by a prospectus supplement filed with the Commission on August 20, 2018, pursuant to Rule 424(b)(5) of the Securities Act.
The Equity Distribution Agreement contains customary representations, warranties, and other terms, including an agreement by the DCP Parties to indemnify the Managers against certain liabilities arising under the Securities Act, or to contribute to payments the Managers may be required to make in respect of those liabilities.
The description of the Equity Distribution Agreement contained in this Current Report on Form8-K does not purport to be complete and is qualified in its entirety by reference to the full text of the Equity Distribution Agreement, which is filed herewith as Exhibit 1.1 and incorporated herein by reference.
The Managers and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, commercial banking, and investment banking services for the Partnership and its affiliates, for which they received, or will receive, customary fees and expense reimbursement. Affiliates of the Managers are lenders under the Partnership’s revolving credit facility. To the extent the Partnership uses proceeds from the Offering to repay indebtedness under its revolving credit facility, such affiliates may receive a portion of the proceeds from the Offering.
| Item 1.02 | Termination of a Material Definitive Agreement. |
In connection with entering into the Equity Distribution Agreement described under Item 1.01 above, effective as of August 20, 2018, the DCP Parties terminated an equity distribution agreement (the “Prior Equity Distribution Agreement”) dated as of September 5, 2014 with Citigroup Global Markets Inc., Barclays Capital Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mitsubishi UFJ Securities (USA), Inc., Morgan Stanley & Co. LLC, and Wells Fargo Securities, LLC (the “Former Managers”). Certain of the Former Managers are also Managers under the Equity Distribution Agreement described under Item 1.01 above.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit Number | | Description |
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| 1.1 | | Equity Distribution Agreement, dated as of August 20, 2018, by and among DCP Midstream, LP, DCP Midstream GP, LP, DCP Midstream GP, LLC, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., BB&T Capital Markets, a division of BB&T Securities, LLC, BTIG, LLC, Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc., SunTrust Robinson Humphrey, Inc., TD Securities (USA) LLC and Wells Fargo Securities, LLC. |
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| 5.1 | | Opinion of Holland & Hart LLP. |
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| 8.1 | | Opinion of Holland & Hart LLP, as to certain tax matters. |
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| 23.1 | | Consent of Holland & Hart LLP (included in Exhibit 5.1). |
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| 23.2 | | Consent of Holland & Hart LLP (included in Exhibit 8.1). |
