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): June 26, 2007
Spectra Energy Partners, LP
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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001-33556
(Commission
File Number)
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41-2232463
(IRS Employer
Identification No.) |
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5400 Westheimer Court
Houston, Texas
(Address of principal executive offices)
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77056
(Zip Code) |
Registrant’s telephone number, including area code: (713) 627-5400
NOT APPLICABLE
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
As described in its final prospectus (the “Prospectus”) dated June 26, 2007 (File No.
333-141687) and filed on June 27, 2007 with the Securities and Exchange Commission pursuant to Rule
424(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”), Spectra Energy
Partners, LP (the “Partnership”) entered into an underwriting agreement on June 26, 2007 (the
“Underwriting Agreement”) with Spectra Energy Corp, Spectra Energy Partners GP, LLC, Spectra Energy
Partners (DE) GP, LP, Spectra Energy Partners OLP GP, LLC and Spectra Energy Partners OLP, LP and
Citigroup Global Markets Inc., Lehman Brothers Inc., Merrill Lynch & Co., UBS Securities LLC,
Wachovia Capital Markets, LLC, A.G. Edwards & Sons, Inc. and Raymond James & Associates, Inc.
(collectively, the “Underwriters”) providing for the offer and sale in a firm commitment
underwritten offering of 10,000,0000 common units representing limited partner interests in the
Partnership (“Common Units”) sold by the Partnership at a price to the public of $22.00 per Common
Unit ($20.625 per Common Unit, net of underwriting discounts). Pursuant to the Underwriting
Agreement, the Partnership granted the underwriters a 30-day option to purchase up to an additional
1,500,000 Common Units on the same terms as those Common Units sold by the Partnership in the
offering if the Underwriters sell more than 10,000,000 Common Units
in the offering. The option was exercised in full by the Underwriters
on June 28, 2007. The
transactions contemplated by the Underwriting Agreement closed on July 2, 2007.
In the Underwriting Agreement, the Partnership has agreed to indemnify the Underwriters
against certain liabilities, including liabilities under the Securities Act, or to contribute to
payments the Underwriters may be required to make because of any of those liabilities. A copy of
the Underwriting Agreement is filed as Exhibit 1.1 to this Form 8-K and is incorporated herein by
reference.
Item 7.01 Regulation FD Disclosure.
On June 26, 2007, the Partnership announced that it had priced its initial public offering of
10,000,000 Common Units. A copy of the press release is furnished as Exhibit 99.1 hereto and is
incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the press release shall not be deemed
“filed” for the purposes of Section 18 of the Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section, nor shall such information and exhibit be deemed
incorporated by reference into any filing under the Securities Act or the Securities Exchange Act
of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
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| Exhibit Number |
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Description |
| Exhibit 1.1
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Underwriting Agreement, dated June 26, 2007, among Spectra
Energy Partners, LP, Spectra Energy Corp, Spectra Energy
Partners GP, LLC, Spectra Energy Partners (DE) GP, LP,
Spectra Energy Partners OLP GP, LLC and Spectra Energy
Partners OLP, LP, Citigroup Global Markets Inc., Lehman
Brothers Inc., Merrill Lynch & Co., UBS Securities LLC,
Wachovia Capital Markets, LLC, A.G. Edwards & Sons, Inc. and
Raymond James & Associates, Inc. |
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| Exhibit 99.1
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Spectra Energy Partners, LP Press Release dated June 26, 2007. |