SPECTRA ENERGY PARTNERS, LP (NYSE:SEP) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On January 21, 2018, Spectra Energy Partners, LP (the “Partnership”) entered into an equity restructuring agreement (the “Equity Restructuring Agreement”) with Spectra Energy Partners (DE) GP, LP (the “General Partner”), the general partner of the Partnership and an indirect, wholly owned subsidiary of Enbridge Inc. (“Enbridge”), to which the incentive distribution rights held by the General Partner and the 2% general partner interest in the Partnership held by the General Partner were converted into (i) 172,500,000 newly issued common units of the Partnership and (ii) a non-economic general partner interest in the Partnership (together, the “GP/IDR Restructuring”).
The terms of the Equity Restructuring Agreement were approved on behalf of the Partnership by the conflicts committee and the board of directors of the general partner of the General Partner of the Partnership. The conflicts committee, which is comprised of independent members of the board of directors of Spectra Energy Partners GP, LLC, the general partner of the General Partner, retained independent legal and financial advisors to assist it in evaluating and negotiating the GP/IDR Restructuring.
The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Equity Restructuring Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities |
The description in Item 1.01 above of the Partnership’s issuance of common units in connection with the GP/IDR Restructuring is incorporated into this Item 3.02 by reference. The sale and issuance of the Partnership’s common units in connection with the GP/IDR Restructuring is exempt from registration under Section 4(a)(2) of the Securities Act of 1933.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
Concurrently with the entry into the Equity Restructuring Agreement, the General Partner executed and delivered the Third Amended and Restated Agreement of Limited Partnership of Spectra Energy Partners, LP (the “Third A&R LP Agreement”) to, among other matters, reflect the GP/IDR Restructuring. In addition, the Third A&R LP Agreement increased the percentage of the Partnership’s Limited Partner Interests (as defined in the Third A&R LP Agreement) that must be owned by the General Partner and its affiliates in order to permit the General Partner (or its affiliates) to acquire the Limited Partner Interests held by persons other than the General Partner and its affiliates to the terms set forth in the Third A&R LP Agreement from 80% to 90%.
The Third A&R LP Agreement amends and restates the Second Amended and Restated Agreement of Limited Partnership of Spectra Energy Partners, LP, dated as of November 1, 2013, as amended, in its entirety. The Third A&R LP Agreement became effective on January 21, 2018.
The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Third A&R LP Agreement, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure |
On January 22, 2018, Enbridge and the Partnership jointly issued a press release announcing the GP/IDR Restructuring. A copy of this press release is furnished and attached as Exhibit 99.1 hereto and is incorporated herein by reference. The information furnished is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit Number | Description |
| 3.1 | Third Amended and Restated Agreement of Limited Partnership of Spectra Energy Partners, LP, dated January 21, 2018. |
| 10.1 | Equity Restructuring Agreement, dated January 21, 2018, by and between Spectra Energy Partners (DE) GP, LP and Spectra Energy Partners, LP. |
| 99.1 | Joint Press Release of Enbridge Inc. and Spectra Energy Partners, LP, dated January 22, 2018. |
Spectra Energy Partners, LP ExhibitEX-3.1 2 tv483685_ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SPECTRA ENERGY PARTNERS,…To view the full exhibit click here
About SPECTRA ENERGY PARTNERS, LP (NYSE:SEP)
Spectra Energy Partners, L.P., through its subsidiaries and equity affiliates, is engaged in the transmission, storage and gathering of natural gas, the transportation and storage of crude oil, and the transportation of natural gas liquids (NGLs). The Company’s segments include U.S. Transmission, Liquids and Other. The U.S. Transmission business primarily provides transmission, storage, and gathering of natural gas for customers in various regions of the northeastern and southeastern United States. The U.S. Transmission segment also processes natural gas on its Texas Eastern system. The Liquids business provides transportation and storage of crude oil for customers in central United States and Canada. The Company has over 15,000 miles of transmission and transportation pipelines, and the storage of natural gas in underground facilities with aggregate working gas storage capacity of approximately 170 billion cubic feet (Bcf) in the United States and Canada.
