BOARDWALK PIPELINE PARTNERS, LP (NYSE:BWP) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of ListingItem 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On June 29, 2018, Boardwalk GP, LP (the “General Partner”), a Delaware limited partnership and the general partner of Boardwalk Pipeline Partners, LP, a Delaware limited partnership (the “Partnership”), elected to exercise its right to Section15.1(b) of the Partnership’s Third Amended and Restated Agreement of Limited Partnership, as amended (the “Limited Partnership Agreement”) to purchase all of the issued and outstanding common units representing limited partner interests in the Partnership (“Common Units”) not already owned by the General Partner or its affiliates for a cash purchase price, determined in accordance with the Limited Partnership Agreement, of $12.06 per unit, or approximately $1.50 billion in the aggregate (the “Purchase Right”). As a result of the purchase, Boardwalk Pipelines Holding Corp., a wholly-owned subsidiary of Loews Corporation, will own, directly or indirectly 100 percent of the Partnership’s Common Units and there will no longer be a public market for the Common Units. Therefore, the Partnership intends to withdraw voluntarily its Common Units from listing on the New York Stock Exchange and from registration on the NYSE under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and to file a Form 25 with the Securities and Exchange Commission (the “SEC”) to withdraw voluntarily the Common Units from listing on the NYSE and from registration on the NYSE under Section 12(b) of the Exchange Act. The Partnership expects that the Common Units will continue to be listed through July 18, 2018 and will no longer be listed on July 19, 2018.
Item 7.01 Regulation FD Disclosure.
On June 29, 2018, the Partnership issued a press release announcing that, on such date, the General Partner has elected to exercise the Purchase Right. The General Partner received the opinion of counsel required by Section 15.1(b) of the Limited Partnership Agreement on June 29, 2018. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information under this Item 7.01 and in Exhibit 99.1 in this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information under this Item 7.01 and in Exhibit 99.1 in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document to the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Boardwalk Pipeline Partners, LP ExhibitEX-99.1 2 dp92543_ex9901.htm EXHIBIT 99.1 Exhibit 99.1 Boardwalk Reports Exercise of Right to Purchase Common Units HOUSTON. June 29,…To view the full exhibit click here
About BOARDWALK PIPELINE PARTNERS, LP (NYSE:BWP)
Boardwalk Pipeline Partners, LP is a limited partnership company. The Company conducts business through its primary subsidiary, Boardwalk Pipelines, LP, and its subsidiaries, Gulf South Pipeline Company, LP, Texas Gas Transmission, LLC, Gulf Crossing Pipeline Company LLC, Boardwalk Louisiana Midstream, LLC, Boardwalk Petrochemical Pipeline, LLC and Boardwalk Field Services, LLC. Its business includes integrated natural gas and natural gas liquids (NGLs), and other hydrocarbons pipeline and storage systems and natural gas gathering and processing. It is engaged in the operation of interstate natural gas and NGLs pipeline systems, including integrated storage facilities. Its segment includes interstate natural gas pipeline systems, which originate in the Gulf Coast region, Oklahoma and Arkansas and extend north and east through the Midwestern states of Tennessee, Kentucky, Illinois, Indiana and Ohio, and NGLs pipelines and storage facilities in Louisiana and Texas.
