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: September 15, 2010
El Paso Pipeline Partners, L.P.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33825 | 26-0789784 |
| (State or other Jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
El Paso Building
1001 Louisiana Street
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (713) 420-2600
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:
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))
Item 8.01 Other Events.
On September 15, 2010, El Paso Pipeline Partners, L.P. (the “Partnership”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., UBS Securities LLC and Wells Fargo Securities, LLC as joint book-running managers and representatives of the several underwriters named therein (collectively, the “Underwriters”), pursuant to which the Partnership sold 11,500,000 common units representing limited partner interests in the Partnership (the “Units”) at a price of $31.95 per Unit ($30.774 per Unit, net of the underwriting discount). Pursuant to the Underwriting Agreement, the Partnership granted the Under writers a 30-day option to purchase up to 1,725,000 additional Units at the same price to cover over-allotments, if any. Closing of the issuance and sale of the Units is scheduled for September 20, 2010.
The offering of the Units has been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-3 (Registration No. 333-165679) of the Partnership (the “Registration Statement”), which was declared effective on March 24, 2010, and the prospectus supplement dated September 15, 2010, filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act. Certain legal opinions related to the Registration Statement are filed herewith as Exhibits 5.1 and 8.1.
The Underwriting Agreement provides that the obligations of the Underwriters to purchase the Units are subject to approval of certain legal matters by counsel to the Underwriters and other customary conditions. The Partnership has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Underwriters may be required to make because of any of those liabilities. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to such Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.
The Partnership intends to use the net proceeds from the offering for general partnership purposes, including potential future acquisitions and growth capital expenditures. Pending the use of the proceeds for other purposes, the Partnership may apply some or all of the net proceeds to reduce outstanding borrowings under its revolving credit facility.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | | Description |
| | | |
| Exhibit 1.1 | | Underwriting Agreement, dated September 15, 2010, by and among El Paso Pipeline Partners, L.P., El Paso Pipeline GP Company, L.L.C. and the several underwriters named on Schedule II thereto. |
| | | |
| Exhibit 5.1 | | Opinion of Andrews Kurth LLP. |
| | | |
| Exhibit 8.1 | | Opinion of Andrews Kurth LLP relating to tax matters. |
| | | |
| Exhibit 23 | | Consents of Andrews Kurth LLP (included in Exhibits 5.1 and 8.1). |
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 thereunto duly authorized.
| | EL PASO PIPELINE PARTNERS, L.P. |
| | |
| | By: | EL PASO PIPELINE GP COMPANY, L.L.C., its General Partner |
| | | |
| | | |
| | | |
| | By: | /s/ Robert W. Baker |
| | | Robert W. Baker |
| | | Executive Vice President and General Counsel |
| | | |
Dated: September 16, 2010
EXHIBIT INDEX
| Exhibit Number | | Description |
| | | |
| Exhibit 1.1 | | Underwriting Agreement, dated September 15, 2010, by and among El Paso Pipeline Partners, L.P., El Paso Pipeline GP Company, L.L.C. and the several underwriters named on Schedule II thereto. |
| | | |
| Exhibit 5.1 | | Opinion of Andrews Kurth LLP. |
| | | |
| Exhibit 8.1 | | Opinion of Andrews Kurth LLP relating to tax matters. |
| | | |
| Exhibit 23 | | Consents of Andrews Kurth LLP (included in Exhibits 5.1 and 8.1). |
