UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
(Mark One)
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| ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2013
OR
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| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _____ to _____ .
Commission File Number 1-33825
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EL PASO PIPELINE PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
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| Delaware | | 26-0789784 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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| 1001 Louisiana Street, Suite 1000, Houston, Texas 77002 |
| (Address of principal executive offices) (zip code) |
Registrant’s telephone number, including area code: 713-369-9000
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. |
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| Large accelerated filer | x | Accelerated filer | ¨ | Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x.
There were 216,315,225 Common Units and 4,414,596 General Partner Units outstanding as of April 26, 2013.
EXPLANATORY NOTE
El Paso Pipeline Partners, L.P. is filing this Amendment No. 1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2013 (filed with the Securities and Exchange Commission on May 2, 2013) to amend Exhibit 10.1 (Limited Liability Company Agreement of Elba Liquefaction Company, L.L.C.) and Exhibit 10.2 (Liquefaction Services Agreement by and between Elba Liquefaction Company, L.L.C. and Shell NA LNG, LLC) (the “Exhibits”) in response to communications from the staff of the Securities and Exchange Commission regarding our request for confidential treatment for certain portions of the Exhibits. Item 6 of Part II of the original filing is hereby amended to include revised redacted versions of the Exhibits. All other items of our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2013 are unaffected by the change described above and have been omitted from this Amendment No. 1.
Item 6. Exhibits.
Each exhibit identified below is filed as a part of this report. Exhibits filed with this Amendment No. 1 are designated by “*.” Exhibits previously filed are designated by “**.” All exhibits not so designated are incorporated herein by reference to a prior filing as indicated.
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| Exhibit Number | Description |
| 3.1 | Certificate of Limited Partnership of El Paso Pipeline Partners, L.P (incorporated by reference to Exhibit 3.1 to our Registration Statement on Form S-1 (File No. 333-145835) filed with the SEC on August 31, 2007). |
| 3.2 | First Amended and Restated Agreement of Limited Partnership of El Paso Pipeline Partners, L.P., dated November 21, 2007 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K (File No. 001-33825) filed with the SEC on November 28, 2007); Amendment No. 1 to First Amended and Restated Agreement of Limited Partnership of El Paso Pipeline Partners, L.P., dated July 28, 2008 (incorporated by reference to Exhibit 4.A to our Current Report on Form 8-K (File No. 001-33825) filed with the SEC on July 28, 2008). |
| 3.3 | Certificate of Formation of El Paso Pipeline GP Company, L.L.C. (incorporated by reference to Exhibit 3.3 to our Registration Statement on Form S-1 (File No. 333-145835) filed with the SEC on August 31, 2007). |
| 3.4 | Amended and Restated Limited Liability Company Agreement of El Paso Pipeline GP Company, L.L.C., dated November 21, 2007 (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K (File No. 001-33825) filed with the SEC on November 28, 2007). |
| *^10.1 | Limited Liability Company Agreement of Elba Liquefaction Company, L.L.C. |
| *^10.2 | Liquefaction Services Agreement by and between Elba Liquefaction Company, L.L.C. and Shell NA LNG, LLC, dated January 25, 2013. |
| **12 | Ratio of Earnings to Fixed Charges. |
| *31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| *31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| **32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| **32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| **101 | Interactive data files pursuant to Rule 405 of Regulation S-T: (i) our Consolidated Statements of Income for the three months ended March 31, 2013 and 2012; (ii) our Consolidated Statements of Comprehensive Income for the three months ended March 31, 2013 and 2012; (iii) our Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012; (iv) our Consolidated Statements of Cash Flows for the three months ended March 31, 2013 and 2012; and (v) the notes to our Consolidated Financial Statements. |
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| ^ | Certain confidential information has been omitted from this exhibit and filed separately with the SEC pursuant to a confidential treatment request. |
SIGNATURE
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.
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| | EL PASO PIPELINE PARTNERS, L.P. |
| | | Registrant |
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| | By: | EL PASO PIPELINE GP COMPANY, L.L.C. its General Partner |
Date: August 16, 2013 |
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| | By: | /s/ David P. Michels |
| | | David P. Michels |
| | | Vice President and Chief Financial Officer |
| | | (principal financial and accounting officer) |
