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 April 23, 2013

(DATE OF EARLIEST EVENT REPORTED) April 18, 2013

 

 

BOARDWALK PIPELINE PARTNERS, LP

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   01-32665   20-3265614

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

9 Greenway Plaza, Suite 2800

Houston, Texas 77046

(Address of principal executive office)

(866) 913-2122

(Registrant’s telephone number, including area code)

 

 

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 3.03. Material Modification to Rights of Security Holders.

On April 18, 2013, Boardwalk Pipeline Partners, LP, a Delaware limited partnership (the “Partnership”), Boardwalk Pipelines, LP, a Delaware limited partnership (the “Operating Partnership” and, together with the Partnership, the “Issuers”), and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), entered into (i) the First Supplemental Indenture (herein so called) to the indenture dated as of November 21, 2006, pursuant to which the Issuers have issued $250,000,000 aggregate principal amount of their 5.875% Senior Notes due 2016; and (ii) the Third Supplemental Indenture (herein so called and, together with the First Supplemental Indenture, the “Supplemental Indentures”) to the indenture dated as of August 21, 2009, pursuant to which the Issuers have issued $350,000,000 aggregate principal amount of their 5.75% Senior Notes due 2019 and $300,000,000 aggregate principal amount of their 3.375% Senior Notes due 2023.

The Supplemental Indentures amend and supplement the provisions in each of their respective indentures relating to the circumstances under which the Partnership may be released from its obligation to guarantee the debt securities issued thereunder. Pursuant to the Supplemental Indentures, the Partnership may not be released, under any circumstances, from such guarantee obligations.

The foregoing descriptions of the Supplemental Indentures are a summary and are qualified in their entirety by reference to the full texts of the First Supplemental Indenture and the Third Supplemental Indenture, copies of which are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits:

The Following exhibits are filed herewith.

 

Exhibit
No.

  

Description

4.1    First Supplemental Indenture to the indenture dated November 21, 2006, among Boardwalk Pipelines, LP, as issuer, Boardwalk Pipeline Partners, LP, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.2    Third Supplemental Indenture to the indenture dated August 21, 2009, among Boardwalk Pipelines, LP, as issuer, Boardwalk Pipeline Partners, LP, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee.


SIGNATURES

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 thereunto duly authorized.

 

BOARDWALK PIPELINE PARTNERS, LP
    By:      BOARDWALK GP, LP,
     its general partner
     By:      BOARDWALK GP, LLC,
          its general partner
          By:     

/s/ Jamie L. Buskill

               Jamie L. Buskill
              

Senior Vice President, Chief Financial

and Administrative Officer, and Treasurer

Dated: April 23, 2013


EXHIBIT INDEX

 

Exhibit
No.

  

Description

4.1    First Supplemental Indenture to the indenture dated November 21, 2006, among Boardwalk Pipelines, LP, as issuer, Boardwalk Pipeline Partners, LP, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.2    Third Supplemental Indenture to the indenture dated August 21, 2009, among Boardwalk Pipelines, LP, as issuer, Boardwalk Pipeline Partners, LP, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee.

Exhibit 4.1

Execution Version

BOARDWALK PIPELINES, LP

as Issuer

BOARDWALK PIPELINE PARTNERS, LP

as Guarantor

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

as Trustee

$250,000,000

5.875% SENIOR NOTES DUE 2016

FIRST SUPPLEMENTAL INDENTURE

Dated as of April 18, 2013

to

INDENTURE

Dated as of November 21, 2006


TABLE OF CONTENTS

 

ARTICLE I AMENDMENTS TO THE ORIGINAL INDENTURE

     1   

Section 1.01

   Amendment to Section 12.4      1   

ARTICLE II MISCELLANEOUS

     1   

Section 2.01

   Integral Part      1   

Section 2.02

   Adoption, Ratification and Confirmation      2   

Section 2.03

   Counterparts      2   

Section 2.04

   Governing Law      2   

Section 2.05

   Trustee Makes No Representation      2   

 

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FIRST SUPPLEMENTAL INDENTURE dated as of April 18, 2013 (this “ First Supplemental Indenture ”) among Boardwalk Pipelines, LP, a Delaware limited partnership (the “ Partnership ” or the “ Issuer ”), Boardwalk Pipeline Partners, LP, a Delaware limited partnership (together with its successors, the “ Guarantor ”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “ Trustee ”).

W I T N E S S E T H:

WHEREAS, the Issuer and the Guarantor have heretofore entered into an Indenture, dated as of November 21, 2006 (the “ Original Indenture ”), with The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A.), as trustee;

WHEREAS, the Original Indenture, as supplemented pursuant to this First Supplemental Indenture, is herein called the “ Indenture ”;

WHEREAS, pursuant to Section 7.1(d) of the Original Indenture, the Issuer proposes to supplement the Original Indenture to amend and restate Section 12.4 thereof;

WHEREAS, the amendments contained herein shall not materially adversely affect the interests of the Holders of the Notes (as such terms are defined in the Original Indenture) under the Original Indenture; and

WHEREAS, all conditions necessary to authorize the execution and delivery of this First Supplemental Indenture and to make it a valid and binding obligation of the Issuer and the Guarantor have been done or performed;

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

AMENDMENTS TO THE ORIGINAL INDENTURE

Section 1.01 Amendment to Section 12.4 . Section 12.4 of the Original Indenture is hereby amended and restated in its entirety to read as follows:

“[Reserved].”

ARTICLE II

MISCELLANEOUS

Section 2.01 Integral Part . This First Supplemental Indenture constitutes an integral part of the Indenture.

 

- 1 -


Section 2.02 Adoption, Ratification and Confirmation . The Original Indenture, as supplemented and amended by this First Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.

Section 2.03 Counterparts . This First Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed an original; and all such counterparts shall together constitute but one and the same instrument.

Section 2.04 Governing Law . THIS FIRST SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 2.05 Trustee Makes No Representation . The Trustee makes no representation as to the validity or sufficiency of this First Supplemental Indenture. The recitals herein are deemed to be those of the Issuer and the Guarantor and not of the Trustee.

[ Signatures on following page ]

 

- 2 -


IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed and delivered, all as of the date first written above.

 

ISSUER:
BOARDWALK PIPELINES, LP
By:      Boardwalk Operating GP, LLC, its general partner
By:      Boardwalk Pipeline Partners, LP, its sole member
By:      Boardwalk GP, LP, its general partner
By:      Boardwalk GP, LLC, its general partner
By:     

/s/ Jamie L. Buskill

     Jamie L. Buskill
     Chief Financial Officer
GUARANTOR:
BOARDWALK PIPELINE PARTNERS, LP
By:      Boardwalk GP, LP, its general partner
By:      Boardwalk GP, LLC, its general partner
By:     

/s/ Jamie L. Buskill

     Jamie L. Buskill
     Chief Financial Officer

Signature Page to First Supplemental Indenture


TRUSTEE:
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:  

/s/ Lawrence M. Kusch

Name:   Lawrence M. Kusch
Title:   Vice President

Signature Page to First Supplemental Indenture

Exhibit 4.2

Execution Version

BOARDWALK PIPELINES, LP

as Issuer

BOARDWALK PIPELINE PARTNERS, LP

as Guarantor

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

as Trustee

$350,000,000

5.75% SENIOR NOTES DUE 2019

and

$300,000,000

3.375% SENIOR NOTES DUE 2023

THIRD SUPPLEMENTAL INDENTURE

Dated as of April 18, 2013

to

INDENTURE

Dated as of August 21, 2009


TABLE OF CONTENTS

 

ARTICLE I AMENDMENTS TO THE ORIGINAL INDENTURE    1
Section 1.01    Amendment to Section 14.04    1
ARTICLE II MISCELLANEOUS    2
Section 2.01    Integral Part    2
Section 2.02    Adoption, Ratification and Confirmation    2
Section 2.03    Counterparts    2
Section 2.04    Governing Law    2
Section 2.05    Trustee Makes No Representation    2

 

- i -


Execution Version

THIRD SUPPLEMENTAL INDENTURE dated as of April 18, 2013 (this “ Third Supplemental Indenture”) among Boardwalk Pipelines, LP, a Delaware limited partnership (the “ Partnership ” or the “ Issuer ”), Boardwalk Pipeline Partners, LP, a Delaware limited partnership (together with its successors, the “ Guarantor ”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “ Trustee ”).

W I T N E S S E T H:

WHEREAS, the Issuer and the Guarantor have heretofore entered into an Indenture, dated as of August 21, 2009 (as supplemented, the “ Original Indenture ”) , with The Bank of New York Mellon Trust Company, N.A., as trustee;

WHEREAS, the Original Indenture, as supplemented pursuant to this Third Supplemental Indenture, is herein called the “ Indenture ”;

WHEREAS, pursuant to Section 9.01(h) of the Original Indenture, the Issuer proposes to supplement the Original Indenture to amend and restate Section 14.04 thereof;

WHEREAS, the amendments contained herein do not adversely affect the rights of any Holder (as defined in the Original Indenture) under the Original Indenture; and

WHEREAS, all conditions necessary to authorize the execution and delivery of this Third Supplemental Indenture and to make it a valid and binding obligation of the Issuer and the Guarantor have been done or performed;

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

AMENDMENTS TO THE ORIGINAL INDENTURE

Section 1.01 Amendment to Section 14.04. Section 14.04 of the Original Indenture is hereby amended and restated in its entirety to read as follows:

“(a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Guarantor that is a subsidiary of the Partnership (a “ Subsidiary Guarantor”) may be released upon the terms and subject to the conditions set forth in Section 11.02(b) and in this Section 14.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, the Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the Partnership, of all of the Issuer’s direct or indirect limited partnership or other equity interests in the Subsidiary Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into the Partnership or any other Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) following delivery of a written notice of such release or discharge by the Partnership to the Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt of the Partnership other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees.

 

- 1 -


(b) The Trustee shall deliver an appropriate instrument provided to it evidencing any release of a Guarantor from the Guarantee upon receipt of a written request of the Partnership accompanied by an Officers’ Certificate and an Opinion of Counsel to the effect that the Guarantor is entitled to such release in accordance with the provisions of this Indenture. Any Guarantor not so released shall remain liable for the full amount of principal of (and premium, if any) and interest on the Debt Securities entitled to the benefits of the Guarantee as provided in this Indenture, subject to the limitations of Section 14.03.”

ARTICLE II

MISCELLANEOUS

Section 2.01 Integral Part. This Third Supplemental Indenture constitutes an integral part of the Indenture.

Section 2.02 Adoption, Ratification and Confirmation. The Original Indenture, as supplemented and amended by this Third Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.

Section 2.03 Counterparts. This Third Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed an original; and all such counterparts shall together constitute but one and the same instrument.

Section 2.04 Governing Law. THIS Third SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 2.05 Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Third Supplemental Indenture. The recitals herein are deemed to be those of the Issuer and the Guarantor and not of the Trustee.

[ Signatures on following page ]

 

- 2 -


IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed and delivered, all as of the date first written above.

 

ISSUER:
BOARDWALK PIPELINES, LP
By:      Boardwalk Operating GP, LLC, its general partner
By:      Boardwalk Pipeline Partners, LP, its sole member
By:      Boardwalk GP, LP, its general partner
By:      Boardwalk GP, LLC, its general partner
By:     

/s/ Jamie L. Buskill

     Jamie L. Buskill
     Chief Financial Officer
GUARANTOR:
BOARDWALK PIPELINE PARTNERS, LP
By:      Boardwalk GP, LP, its general partner
By:      Boardwalk GP, LLC, its general partner
By:     

/s/ Jamie L. Buskill

     Jamie L. Buskill
     Chief Financial Officer

Signature Page to Third Supplemental Indenture


TRUSTEE:
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:  

/s/ Lawrence M. Kusch

Name:   Lawrence M. Kusch
Title:   Vice President

Signature Page to Third Supplemental Indenture