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
(Registrants 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
|
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
|
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.
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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 ]
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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 |
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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 Issuers 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.
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(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 ]
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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