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): MARCH 30, 2006
NORTHERN BORDER PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 1-12202 93-1120873
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
13710 FNB PARKWAY
OMAHA, NEBRASKA 68154-5200
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (402) 492-7300
Not Applicable
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(Former name or former address, if changed since last report.)
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:
[ ] 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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Effective March 30, 2006, Northern Border Partners, L.P. entered into a $750
million Amended and Restated Revolving Credit Agreement with the lenders named
therein and with SunTrust Bank, as Administrative Agent; Wachovia Bank, National
Association, as Syndication Agent; BANK OF MONTREAL (doing business as HARRIS
NESBITT), Barclays Bank PLC, and Citibank, N.A. as Co-Documentation Agents; and
SunTrust Capital Markets, Inc. and Wachovia Capital Markets, LLC as Co-Lead
Arrangers and Book Managers (the "NBP Amended and Restated Credit Agreement").
As of March 31, 2006, $231 million in borrowings were outstanding under the NBP
Amended and Restated Credit Agreement. On March 30, 2006, $197 million was used
to pay down our $500 million Revolving Credit Agreement, which has been
terminated and on March 31, 2006, $34 million was used to redeem all of Viking
Gas Transmission Company's Series A, B, C and D senior notes due 2008 to 2014.
Under the NBP Amended and Restated Credit Agreement, we are required to pay
interest on the outstanding amounts periodically, and are required to pay off
all outstanding amounts at the end of the term.
The interest rate applied to amounts outstanding under the NBP Amended and
Restated Credit Agreement may, at our option, be either the lender's base rate
or an adjusted London Interbank Offered Rate plus a spread that is based upon
our long-term unsecured debt ratings. The term of the agreement is five years.
Under the NBP Amended and Restated Credit Agreement, we are required to comply
with certain financial, operational and legal covenants. Among other things, we
are required to maintain ratios of EBITDA (net income plus minority interests in
net income, interest expense, income taxes and depreciation and amortization) to
interest expense of greater than 3 to 1. We are also required to maintain a
ratio of indebtedness to EBITDA of no more than 4.75 to 1. If we consummate one
or more acquisitions in which the aggregate purchase price is $25 million or
more, the allowable ratio of indebtedness to adjusted EBITDA is temporarily
increased to 5.25 to 1. Upon any breach of these covenants, amounts outstanding
under the NBP Amended and Restated Credit Agreement may become immediately due
and payable.
The description of the NBP Amended and Restated Credit Agreement set forth under
this Item 1.01 is qualified in its entirety by reference to the complete terms
and conditions of the NBP Amended and Restated Credit Agreement itself, which is
filed as Exhibit 10.1 hereto and is incorporated herein by reference.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
As disclosed under Item 1.01 of this current report, which disclosure is
incorporated into this Item 1.02 in its entirety, effective March 30, 2006 we
terminated our $500 million Revolving Credit Agreement dated as of May 16, 2005
among us, SunTrust Bank; Wachovia Bank, National Association; Harris Nesbitt
Financing, Inc.; Barclays Bank PLC; Citibank, N.A.; SunTrust Capital Markets,
Inc.; Wachovia Capital Markets, LLC and lenders named therein. For a description
of the material terms and conditions of the $500 million Revolving Credit
Agreement, please read the section entitled "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Liquidity and Capital
Resources--Short-Term Liquidity" in Northern Border Partners, L.P.'s Annual
Report on Form 10-K filed on March 7, 2006, which description is incorporated
herein by reference.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information disclosed under Item 1.01 of the current report is incorporated
into this Item 2.03 in its entirety by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
10.1 Amended and Restated Revolving Credit Agreement dated March 30,
2006, among Northern Border Partners, L.P., the lenders from
time to time party thereto; SunTrust Bank, as administrative
agent; Wachovia Bank, National Association, as Syndication
Agent; BANK OF MONTREAL (doing business as HARRIS NESBITT),
Barclays Bank PLC and Citibank, N.A., as Co-Documentation
Agents.
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.
NORTHERN BORDER PARTNERS, L.P.
Date: March 31, 2006 By: /s/ Jerry L. Peters
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Name: Jerry L. Peters
Title: Chief Financial and
Accounting Officer
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------------------------------------------------
10.1 Amended and Restated Revolving Credit Agreement dated March 30,
2006, among Northern Border Partners, L.P., the lenders from
time to time party thereto; SunTrust Bank, as administrative
agent; Wachovia Bank, National Association, as Syndication
Agent; BANK OF MONTREAL (doing business as HARRIS NESBITT),
Barclays Bank PLC and Citibank, N.A., as Co-Documentation
Agents.