BOARDWALK PIPELINE PARTNERS, LP (NYSE:BWP) Files An 8-K Other EventsItem 8.01 Other Events.
The class action litigation filed in connection with the potential exercise of the call right for Boardwalk Pipeline Partners, LP’s common units has been settled, as described below. In summary, if the Boardwalk general partner elects to exercise its call right no later than June 29, 2018, as described below, all claims relating to the litigation will be released and the litigation ended, subject to court approval.
On June 25, 2018, the parties to the purported class action pending in the Court of Chancery of the State of Delaware captioned Tsemach Mishal et al. v. Boardwalk Pipeline Partners, LP (the “Partnership”) et al. (C.A. No. 2018-0372-JTL) entered into a Stipulation and Agreement of Compromise and Settlement, subject to the approval of the court (the “Proposed Settlement”). The Proposed Settlement provides for the settlement of the lawsuit if Boardwalk Pipelines Holding Corp. (“BPHC”), the sole member of the general partner of Boardwalk GP, LP, the general partner of the Partnership (“Boardwalk GP”), elects to cause Boardwalk GP to exercise its call right to Section 15.1(b) of the Partnership’s agreement of limited partnership as provided in the Proposed Settlement. Under the terms of the Proposed Settlement, if BPHC elects to cause Boardwalk GP to exercise the call right such that the purchase price for the common units of the Partnership to be purchased by Boardwalk GP to the call right is calculated using the 180 trading days ending no later than June 29, 2018, all claims that have been or could be brought in connection with such purchase right will be released by the plaintiffs individually and on behalf of the purported class and finally resolved, subject to court approval, in accordance with the terms of the Proposed Settlement. This call right has been previously described in detail in the Partnership’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.
This report contains “forward-looking statements” within the meaning of the federal securities laws. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “project,” “estimate,” “believe,” “seek,” “see,” “may,” “will,” “intend,” “would,” “should,” “could,” “target,” “aim” and similar expressions, variations or negatives of these words, and the use of future tense. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Although the Partnership believes that these forward-looking statements are based upon reasonable assumptions, they are subject to several risks and uncertainties and are made in light of information currently available to the Partnership. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to, those risks discussed in the Partnership’s most recent annual report on Form 10-K and subsequent quarterly reports on Form 10-Q, along with its other filings with the US Securities and Exchange Commission (the “SEC”), which are available at www.sec.gov or on the investor relations section of its website, www.bwpmlp.com. While the list of factors presented in the Partnership’s filings is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Other factors may present significant additional obstacles to the realization of forward looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on the Partnership’s consolidated financial condition, results of operations, credit rating or liquidity. The Partnership does not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this communication. All forward-looking statements are qualified in their entirety by this cautionary statement.
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.