DCP Midstream Partners, LP (Form: 8-K, Received: 04/03/2013 16:20:35)

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): March 28, 2013

DCP MIDSTREAM PARTNERS, LP

(Exact name of registrant as specified in its charter)

Delaware

001-32678

03-0567133

(State or other jurisdiction

of incorporation)

(Commission

File No.)

(IRS Employer

Identification No.)

370 17th Street, Suite 2500

Denver, Colorado 80202

(Address of principal executive offices) (Zip Code)

(303) 633-2900

(Registrant’s telephone number, including area code)

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On March 28, 2013, DCP Midstream Partners, LP (the “Partnership”) entered into the First Amendment (the “First Amendment”) to the previously disclosed Contribution Agreement, dated February 27, 2013, among DCP LP Holdings, LLC (“Holdings”), DCP Midstream, LLC (“Midstream”), and the Partnership (the “Contribution Agreement”). The First Amendment modifies the Effective Time of the Contribution Agreement so that it is effective at 12:05 a.m. Denver time on the date of the closing, adds a provision regarding the allocation of net income during the month of March (the month in which the Contribution (as defined below) is completed), and replaces a schedule thereto.

The foregoing description of the First Amendment is not complete and is qualified in its entirety by reference to the full and complete terms of the First Amendment, which is attached to this Current Report on Form 8-K as Exhibit 2.1.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On March 28, 2013, the Partnership completed the acquisition of an additional 46.67% of the partnership interests in DCP SC Texas GP (the “Eagle Ford Joint Venture”) as contemplated by the Contribution Agreement (the “Contribution”). After completion of the Contribution, the Partnership owns 80% of the outstanding partnership interests in the Eagle Ford Joint Venture.

In connection with the Contribution, the Partnership paid to Holdings aggregate consideration of $626.4 million, plus customary working capital and other purchase price adjustments. $490.3 million of the consideration was financed with the net proceeds from the Partnership’s recent offering of its 3.875% Senior Notes due 2023, $125.3 million was financed by the issuance to Holdings of an aggregate of 2,789,739 common units (the “Common Units”) representing limited partnership interests in the Partnership, and the remaining $10.8 million was paid with cash on hand. The Common Units were issued in a private placement in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof and the safe harbor provided by Rule 506 of Regulation D promulgated thereunder.

In addition to the consideration for the Contribution, the Partnership reimbursed Midstream $50.1 million for its proportionate share of 46.67% of the capital spent to date by the Eagle Ford Joint Venture for the construction of the Goliad plant, plus an incremental payment of $23.3 million as reimbursement for preformation capital expenditures. In connection with these reimbursements, the Partnership increased its ownership of the Goliad plant by an additional 46.67% bringing its total ownership to 80%.

Item 3.02 Unregistered Sales of Equity Securities.

The information regarding the issuance of the Common Units set forth in Item 2.01 is incorporated in its entirety herein by reference.

Item 7.01 Regulation FD Disclosure.

The Partnership issued a press release on April 1, 2013 announcing the completion of the Contribution. A copy of the press release is being furnished and is attached as Exhibit 99.1 hereto and incorporated into this Item 7.01 by reference. In accordance with General Instruction B.2 of Form 8-K, the press release shall not be deemed to be “filed” for purposes of Section 18 of the Securities 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 of 1933 or Securities Exchange Act of 1934, each as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

2.1		First Amendment to Contribution Agreement, dated March 28, 2013, among DCP LP Holdings, LLC, DCP Midstream, LLC, and DCP Midstream Partners, LP.

99.1		Press Release, dated April 1, 2013.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: April 3, 2013	DCP MIDSTREAM PARTNERS, LP

	By:	DCP MIDSTREAM GP, LP,
		its General Partner

		By:	DCP MIDSTREAM GP, LLC,
			its General Partner

			By:	/s/ Michael S. Richards
			Name:	Michael S. Richards
			Title:	Vice President, General Counsel, and Secretary

EXHIBIT INDEX


Exhibit No.		Description

2.1		First Amendment to Contribution Agreement, dated March 28, 2013, among DCP LP Holdings, LLC, DCP Midstream, LLC, and DCP Midstream Partners, LP.

99.1		Press Release, dated April 1, 2013.

Exhibit 2.1

FIRST AMENDMENT TO

CONTRIBUTION AGREEMENT

This First Amendment to Contribution Agreement (the “ Amendment ”) is made and entered into the 28 ^th day of March, 2013 among DCP LP Holdings, LLC, a Delaware limited liability company (“ HOLDINGS ”), DCP Midstream, LLC, a Delaware limited liability company (“ MIDSTREAM ”), and DCP Midstream Partners, LP, a Delaware limited partnership (“ MLP ”).

HOLDINGS, MIDSTREAM and MLP are parties to that certain Contribution Agreement dated February 27, 2013 (the “ Contribution Agreement ”).

The parties desire to amend the Contribution Agreement as provided herein.

FOR GOOD AND VALUABLE CONSIDERATION , the parties hereto agree as follows:

Section 1.1 of the Contribution Agreement is amended to change the Effective Time to 12:05 a.m. Denver time on the Closing Date.

Section 3.7 . A new Section 3.7 is hereby added to the Contribution Agreement which provides as follows:

“3.7 Allocation of Net Income . Net Income for the month in which Closing occurs that are earned through the Closing Date will be allocated to the Parties based on their pre-Closing ownership interests in SC Texas calculated by dividing the number of days in the month through closing by the total number of days in the month. Net Income for the month in which Closing occurs that are earned after the Closing Date will be allocated to the Parties based on their post-Closing ownership interests in SC Texas calculated by dividing the number of days in the month subsequent to closing, by the total number of days in the month.

Schedule 4.21 (concerning Financial Statements) to the Contribution Agreement is hereby replaced with the Schedule 4.21 that is attached hereto as Attachment I.

Except as modified and amended herein, the terms and provisions of the Contribution Agreement shall remain in full force and effect.

This Amendment may be signed in any number of counterparts, all of which together shall constitute a single signed original. Facsimiles and photocopies of this Amendment shall have the same force and effect as a signed original.

1 of 2

THE PARTIES HERETO have executed this Amendment to be effective as of the date first above written, notwithstanding the actual date of execution.


DCP LP HOLDINGS, LLC

By:		/s/ Brian S. Frederick
Name: Brian S. Frederick
Title: President, North and South



DCP MIDSTREAM, LLC

By:		/s/ Brian S. Frederick
Name: Brian S. Frederick
Title: Senior Vice President


DCP MIDSTREAM PARTNERS, LP

By:	DCP MIDSTREAM GP, LP,
Its General Partner

	By:	DCP MIDSTREAM GP, LLC,
	Its General Partner

	By:	/s/ William S. Waldheim
	Name: William S. Waldheim
	Title: President

2 of 2

Exhibit 99.1




April 1, 2013	DCP Midstream Partners
	CONTACT:	Andrea Attel
	Phone:	303-605-1741
	24-Hour:	720-235-6433

	DCP Midstream
	CONTACT:	Lisa Newkirk
	Phone:	303-605-1837
	24-Hour:	303-829-1953

DCP MIDSTREAM PARTNERS COMPLETES DROPDOWN OF INTERESTS

IN EAGLE FORD JOINT VENTURE FROM DCP MIDSTREAM LLC

DENVER, April 1, 2013 — DCP Midstream Partners LP (NYSE: DPM), or the Partnership, announced today it completed the previously announced dropdown from the owner of its general partner, DCP Midstream LLC (“DCP Midstream”), of an additional 47 percent interest in the Eagle Ford joint venture for $626 million. The transaction is immediately accretive. This brings the Partnership’s ownership interest in the Eagle Ford joint venture to 80 percent. The transaction is subject to certain customary closing conditions and working capital and other purchase price adjustments. DCP Midstream took 20 percent of the consideration in the Partnership’s common units. In conjunction with the transaction, DCP Midstream provided the Partnership with a three-year direct commodity price hedge for the additional 47 percent interest in the joint venture.

In addition, as part of the transaction the Partnership increased its ownership interest in the Goliad plant and associated infrastructure to 80 percent. The Goliad plant is a cryogenic processing plant with capacity of 200 million cubic feet per day that is under construction in the Eagle Ford joint venture; it is expected to be completed by the first quarter of 2014. The Partnership’s estimated total investment in this new plant is expected to be $230 million. The plant is supported by long-term producer agreements. DCP Midstream provided the Partnership with a 27-month hedge associated with this organic project, commencing in January 2014, for the additional 47 percent interest in the Goliad plant and related infrastructure.

With this announced dropdown, the incremental ownership in the Goliad plant and the completion of the wholly owned Eagle plant, the Partnership has over an 80 percent interest in one of the largest gathering and processing systems in the prolific Eagle Ford shale play.

Producers have favorable access to interstate and intrastate gas markets, and to the Sand Hills pipeline delivering natural gas liquids to Mont Belvieu, Texas, and Gulf Coast petrochemical markets.

The Eagle Ford integrated system includes:

•

five existing cryogenic processing plants with 760 MMcf/d processing capacity and approximately 6,000 miles of gathering systems,

•

three fractionators with approximately 36,000 barrels per day capacity,

•

production from more than 900,000 acres supported by acreage dedications or throughput commitments under long-term agreements,

•

the newly constructed, wholly owned Eagle plant with 200 MMcf/d of processing capacity, which is 100-percent fee-based, and

•

the Goliad plant, currently under construction, with 200 MMcf/d of processing capacity and a 27-month direct commodity price hedge provided by DCP Midstream.

The five existing plants and the Eagle and Goliad plants will result in 1.2 billion cubic feet per day of total processing capacity in the area and provide significant incremental cash flow for the Partnership to support continued distribution growth.

“The completion of this dropdown transaction will provide the Partnership with significant fee-based and direct-product hedged margins and is another great example of strong sponsorship from our general partner,” said Bill Waldheim, president of the Partnership. “The Eagle Ford integrated system will provide Eagle Ford producers one-stop service from the plant tailgate to the Gulf Coast market centers.”

DCP Midstream Partners LP (NYSE: DPM) is a midstream master limited partnership engaged in the business of gathering, compressing, treating, processing, transporting, storing and selling natural gas; producing, fractionating, transporting, storing and selling NGLs and condensate; and transporting, storing and selling propane in wholesale markets. DCP Midstream Partners LP is managed by its general partner, DCP Midstream GP LLC, which is wholly owned by DCP Midstream LLC, a joint venture between Spectra Energy and Phillips 66. For more information, visit the DCP Midstream Partners LP website at www.dcppartners.com .

DCP Midstream LLC leads the midstream segment as the second-largest natural gas gatherer and processor, the largest natural gas liquids producer and one of the largest marketers in North America. DCP Midstream operates in 18 states across major producing regions. The company is a 50:50 joint venture between Spectra Energy and Phillips 66. It owns the general partner of DCP Midstream Partners LP, a master limited partnership, and provides operational and administrative support to the partnership. DCP Midstream is the

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largest oil and gas company and the largest private company in Denver, the city of its headquarters, and is the Top Company Winner for Energy/Natural Resources in Colorado as recognized by ColoradoBiz. For more information, visit the DCP Midstream website at www.dcpmidstream.com .

This press release may contain forward-looking statements as defined under the federal securities laws, including projections, estimates, forecasts, plans, and objectives. Although management believes that expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct. In addition, these statements are subject to certain risks, uncertainties, and other assumptions that are difficult to predict and may be beyond our control. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, DCP Midstream Partners’ actual results may vary materially from what management anticipated, estimated, projected, or expected. Other key risk factors that may have a direct bearing on DCP Midstream Partners’ results of operations and financial condition are described in detail in DCP Midstream Partners’ periodic reports filed with the Securities and Exchange Commission. Investors are encouraged to closely consider the disclosures and risk factors contained in DCP Midstream Partners’ reports filed from time to time with the Securities and Exchange Commission. DCP Midstream Partners undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

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