SPECTRA ENERGY PARTNERS, LP (NYSE:SEP) Files An 8-K Entry into a Material Definitive Agreement

SPECTRA ENERGY PARTNERS, LP (NYSE:SEP) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01 Entry into a Material Definitive Agreement

On June 7, 2017, Spectra Energy Partners, LP (the Partnership)
completed the public offering of $400 million aggregate principal
amount of the Partnerships floating rate senior notes due 2020
(the Notes) at a price to the public of 100% of the face amount
of the Notes.

The terms of the Notes are governed by the Indenture, dated as of
June 9, 2011 (the Base Indenture), by and between the Partnership
and Wells Fargo Bank, National Association, as trustee (the
Trustee), as supplemented by the Third Supplemental Indenture,
dated as of June 30, 2014 (the Third Supplemental Indenture),
between the Partnership and the Trustee, and the Sixth
Supplemental Indenture, dated as of June 7, 2017 (the Sixth
Supplemental Indenture), between the Partnership and the Trustee,
setting forth the specific terms applicable to the Notes. The
Base Indenture, as amended and supplemented by the Third
Supplemental Indenture and the Sixth Supplemental Indenture, is
referred to herein as the Indenture. The Notes will bear interest
at a rate of the three-month LIBOR (as defined in the Indenture)
plus 0.70% per annum (70 basis points) for the applicable
interest period. Interest on the Notes will accrue from June 7,
2017 and will be payable quarterly in arrears on March 5, June 5,
September 5 and December 5 of each year, commencing on September
5, 2017.

The interest rate applicable to each interest period commencing
on the related interest reset date, or the original issue date in
the case of the initial interest period, will be the rate
determined as of the applicable interest determination date. The
interest determination date will be the second London business
day immediately preceding the original issue date, in the case of
the initial interest period, or thereafter, the second London
business day immediately preceding such interest reset date. The
Notes will mature on June 5, 2020, at par.

The Notes are not redeemable prior to maturity.

The Notes rank equally in right of payment with all of the
Partnerships existing and future senior indebtedness, effectively
junior in right of payment to the Partnerships existing and
future secured indebtedness to the extent of the value of the
collateral securing that indebtedness and effectively junior to
all existing and future indebtedness and other obligations of the
Partnerships subsidiaries and senior to any subordinated debt
that the Partnership may incur.

The Indenture contains covenants that will limit the ability of
the Partnership and any of its Principal Subsidiaries (as defined
in the Indenture) to create liens on their principal properties
and engage in sale and leaseback transactions, and limit the
ability of the Partnership to merge or consolidate with another
entity or sell, lease or transfer substantially all of its assets
to another entity.

The Indenture also contains customary events of default,
including (i) default for 30 days in the payment when due of
interest on the Notes; (ii) default in payment when due of
principal of or premium, if any, on the Notes at maturity, upon
redemption or otherwise; (iii) failure by the Partnership for 60
days after notice to comply with any of its other agreements in
the Indenture and (iv) certain events of bankruptcy or insolvency
with respect to the Partnership. If an event of default occurs
and is continuing with respect to any series of Notes, the
trustee or the holders of not less than 25% in principal amount
of such series of Notes outstanding may declare such Notes to be
due and payable. Upon such a declaration, such principal amount
will become due and payable immediately. If an event of default
relating to certain events of bankruptcy, insolvency or
reorganization with respect to the Partnership occurs and is
continuing, the principal amount of such Notes outstanding will
become immediately due and payable without any declaration or
other act on the part of the trustee or any holders of such
Notes.

Other material terms of the Notes and the Indenture are described
in the prospectus supplement dated June 2, 2017, as filed by the
Partnership with the Securities and Exchange Commission on June
6, 2017. The foregoing descriptions of the Base Indenture, the
Third Supplemental Indenture, and the Sixth Supplemental
Indenture do not purport to be complete and are qualified in
their entirety by reference to the full text of such documents,
copies of which are filed herewith as Exhibits 4.1, 4.2 and 4.3,
respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.
4.1*

Indenture, dated June 9, 2011, between Spectra Energy
Partners, LP, as Issuer, and Wells Fargo Bank, National
Association, as Trustee (incorporated by reference to
Exhibit 4.1 to the Partnerships Current Report on Form 8-K
filed with the SEC on June 9, 2011 (File No. 001-33556)).

4.2*

Third Supplemental Indenture, dated as of June 30, 2014,
between Spectra Energy Partners, LP, as Issuer, and Wells
Fargo Bank, National Association, as Trustee (incorporated
by reference to Exhibit 4.1 to the Partnerships Quarterly
Report on Form 10-Q for the period ended June 30, 2014
filed with the SEC on August 7, 2014 (File No. 001-33556)).

4.3 Sixth Supplemental Indenture, dated as of June 7, 2017,
between Spectra Energy Partners, LP, as Issuer, and Wells
Fargo Bank, National Association, as Trustee.
4.4 Form of Floating Rate Senior Notes due 2020 (included in
Exhibit 4.3).

* Exhibit incorporated by reference.


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.

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