Mail Stop 3561
October 6, 2005
W. Douglas Field
Boardwalk Pipeline Partners, LP
3800 Frederica Street
Owensboro, Kentucky 42301
Re: Boardwalk Pipeline Partners, LP
Amendment No. 1 to Registration Statement on Form S-1
Filed September 22, 2005
File No. 333-127578
Dear Mr. Field:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments. We
welcome any questions you may have about our comments or any other
aspect of our review. Feel free to call us at the telephone
numbers
listed at the end of this letter.
Summary, page 1
Organizational Chart, page 7
1. Please add Boardwalk Pipelines Holding Corp., Boardwalk
Operating
GP, LLC, and GS Pipeline Company, LLC to the organizational chart.
Risk Factors, page 21
The impact of Hurricane Katrina could have a material adverse
effect
on our business, financial condition and results of operations,
page
24
2. Please refer to comment 2 in our letter dated September 15,
2005.
Please revise the risk factor on page 24 to quantify the costs
attributable to the hurricane. Please also revise to describe the
Hurricane Katrina-related class action lawsuit in your legal
proceedings discussion on page 102, or advise us.
Cash Distribution Policy and Restrictions on Distributions, page
44
3. Please revise the second paragraph that begins, "[t]he
information
contained in this section...," so that it appears under the
overview
discussion on page 45.
Rationale for our Cash Distribution Policy, page 44
4. We note you have added the following sentence: "[o]ther than
this
obligation to distribute available cash on a quarterly basis...our
unitholders have no contractual or other legal right to receive
distributions." Please move this sentence so that it appears
under
"Limitations on Our Ability to Make Quarterly Distributions."
Pro Forma Available Cash, page 51
5. We note that the first sentence does not appear to follow the
rest
of the discussion in this section. Please revise to expand the
disclosure, rather than presenting it as a subheading.
Assumptions and Considerations, page 53
6. We note your response to comment 15 of our letter dated
September
15, 2005 and the inclusion of your disclosure that the assumptions
and considerations directly affect Adjusted EBITDA (on a dollar-
for-
dollar basis). It appears that you have identified significant
items which are expected to contribute to individual income
statement
line items rather than the net impact to estimated Adjusted
EBITDA.
We believe that you should provide an overview of all items
expected
to contribute to your estimated Adjusted EBITDA for the 12 months
ending June 30, 2006 relative to Adjusted Pro-forma EBITDA for the
12
months ending December 31, 2004 and June 30, 2005. You may
aggregate
individually insignificant items but we believe that the total of
all
highlighted items should be presented to explain the total change
to
your estimated Adjusted EBITDA expected over this period. Where
applicable, please indicate where your assumptions related to
certain
portions of your business will contribute to your estimated
Adjusted
EBITDA for the twelve months ending June 30, 2006 at or near the
historical amounts reflected in the Adjusted Pro-forma EBITDA for
the
twelve months ending June 30, 2005 and December 31, 2004.
Results of Operations, page 77
7. We reissue comment 25 in our letter dated September 15, 2005.
For
each fiscal period, please discuss any operating revenues, costs
and
expenses in connection with each acquisition. For example,
disclose
the cost of each acquisition, any expenses attributable to
integrating the acquired business, and any revenues attributable
to
the acquired business.
Years Ended December 31, 2004 and 2003, page 78
Years Ended December 31, 2003 and 2002, page 79
8. We reissue comment 26 in our letter dated September 15, 2005
because it appears that you have only revised the disclosure for
the
six-month periods ended June 30, 2005 and June 30, 2004. For each
fiscal period, please revise to describe the changes in each
significant component of revenues and expenses. For example,
please
discuss the changes in each component of revenues: gas
transportation, gas storage and any other sources of revenue.
Please
further describe the reasons for any material changes. For
example,
briefly describe the regulatory settlements and regulatory issues,
the new contracts, the reduction in benefits expense, the
expiration
of transportation contracts, the cancelled projects, the
transition
costs, and the services provided by Loews in 2003.
Industry Overview, page 88
9. We note your response to comment 29 in our letter dated
September
15, 2005. On page 91, we note that you state: "...the Gulf Coast
is
the target for approximately 67% of the proposed U.S. onshore LNG
terminals. Please revise to state the total number of proposed
U.S.
onshore LNG terminals.
Certain Relationships and Related Party Transactions, page 107
10. We reissue comment 31 in our letter dated September 15, 2005.
Please quantify the advances and describe the terms of the demand
notes and how you will repay the notes prior to the closing of
this
offering.
Underwriting, page 147
11. We note your response to comment 32 in our letter dated
September
15, 2005. Please confirm that the procedures of any additional
members who may engage in any marketing of this offering online
have
been reviewed and cleared by the Division`s Office of Chief
Counsel,
and that the procedures have not changed since such clearance.
Financial Statements
Unaudited Pro Forma Consolidated Statement of Financial Position,
June 30, 2005, page F-6
1. Please ensure that all footnote annotations presented in your
Unaudited Pro Forma Financial Statements reference the appropriate
footnote in "Note 2. Pro Forma Adjustments" for all periods
presented. In this regard, it appears that the $(28,400) MLP
adjustment to cash and cash equivalents presented in your pro
forma
consolidated statement of financial position as of June 30, 2005
incorrectly references footnote (g) rather than footnote (f). We
also note that there is no footnote reference for the similar
adjustment to cash and cash equivalents presented in your pro
forma
consolidated statement of financial position as of December 31,
2004.
Please revise or advise.
* * * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
You may contact John Cannarella, Staff Accountant, at (202)
551-3337 or William Choi, Accounting Branch Chief, at (202) 551-
3716,
if you have questions regarding comments on the financial
statements
and related matters. Please contact Peggy Kim, Staff Attorney, at
(202) 551-3411, or David Mittelman, Legal Branch Chief, at (202)
551-
3214 or me at (202) 551-3720 with any other questions.
Sincerely,
H. Christopher Owings
Assistant Director
cc: Alan P. Baden, Esq.
Michael Swidler, Esq.
Vinson & Elkins L.L.P.
Via Facsimile
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W. Douglas Field
Boardwalk Pipeline Partners, LP
October 6, 2005
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