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): June 2, 2017
SPECTRA ENERGY PARTNERS, LP
(Exact name of registrant as specified in its charter)
| Delaware | 001-33556 | 41-2232463 |
| (State or Other Jurisdiction of | (Commission File Number) | (I.R.S. Employer |
| Incorporation) | | Identification No.) |
5400 Westheimer Court, Houston, Texas | 77056 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (713) 627-5400
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ¨
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.¨
Item 8.01 Other Events
On June 2, 2017, Spectra Energy Partners, LP (the “Partnership”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated relating to the public offering of $400 million aggregate principal amount of the Partnership’s floating rate senior notes due 2020 (the “Notes”) at a price to the public of 100% of the face amount of the Notes.
The offering of the Notes is expected to close on June 7, 2017. Net proceeds from the offering will be used to repay a portion of the Partnership’s term loan credit facility borrowings that are outstanding, for general partnership purposes or any combination of such purposes. The offering was made pursuant to the Partnership’s shelf registration statement on Form S-3 (File No. 333-197967), which became effective on August 8, 2014.
The Underwriting Agreement contains customary representations, warranties and agreements of the Partnership and certain affiliates, and customary conditions to closing, indemnification rights and termination provisions. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein.A legal opinion and computation of the ratio of earnings to fixed charges of the Partnership for the three-month period ended March 31, 2017 are filed herewith as Exhibit 5.1 and Exhibit 12.1, respectively.
Item 9.01 Financial Statements and Exhibits
| 1.1 | Underwriting Agreement, dated June 2, 2017, by and among Spectra Energy Partners, LP, Spectra Energy Partners GP, LLC, Spectra Energy Partners (DE) GP, LP, and Merrill Lynch, Pierce, Fenner & Smith Incorporated. |
| | |
| 5.1 | Opinion of Gibson, Dunn & Crutcher LLP. |
| | |
| 12.1 | Computation of Ratio of Earnings to Fixed Charges. |
| | |
| 23.1 | Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1). |
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.
| | SPECTRA ENERGY PARTNERS, LP |
| | |
| | By: | Spectra Energy Partners (DE) GP, LP, its general partner |
| | |
| | By: | Spectra Energy Partners GP, LLC, its general partner |
| | |
| June 7, 2017 | By: | /s/Valorie Wanner |
| | | Valorie Wanner |
| | | Corporate Secretary |
EXHIBIT INDEX
| 1.1 | Underwriting Agreement, dated June 2, 2017, by and among Spectra Energy Partners, LP, Spectra Energy Partners GP, LLC, Spectra Energy Partners (DE) GP, LP, and Merrill Lynch, Pierce, Fenner & Smith Incorporated. |
| | |
| 5.1 | Opinion of Gibson, Dunn & Crutcher LLP. |
| | |
| 12.1 | Computation of Ratio of Earnings to Fixed Charges. |
| | |
| 23.1 | Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1). |
