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 | October 8, 2013 | |
(DATE OF EARLIEST EVENT REPORTED) | October 7, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 7, 2013, Boardwalk GP, LP, which is the sole general partner of Boardwalk Pipeline Partners, LP (the Partnership), entered into an amendment to the Partnerships limited partnership agreement (the Partnership Agreement). The amendment, which became effective on October 7, 2013, provides for a capital account reallocation upon the conversion of a Class B Unit (as defined in the Partnership Agreement). The capital account reallocation allows converted Class B Units to be fungible with Common Units (as defined in the Partnership Agreement) by ensuring that converted Class B Units have like intrinsic economic and federal income tax characteristics, in all material respects, to the intrinsic economic and federal income tax characteristics of an Initial Common Unit (as defined in the Partnership Agreement).
This summary of the amendment is qualified by reference to the full text of the amendment, a copy of which is filed as Exhibit 3.1 to this report, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. | Description | |
3.1 | Amendment No. 3 to the Third Amended and Restated Agreement of Limited Partnership of Boardwalk Pipeline Partners, LP |
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 & Administrative Officer and Treasurer |
Dated: October 8, 2013
EXHIBIT INDEX
Exhibit No. | Description | |
3.1 | Amendment No. 3 to the Third Amended and Restated Agreement of Limited Partnership of Boardwalk Pipeline Partners, LP |
Exhibit 3.1
AMENDMENT NO. 3 TO THE THIRD AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
BOARDWALK PIPELINE PARTNERS, LP
This Amendment No. 3 (this Amendment No. 3 ) to the Third Amended and Restated Agreement of Limited Partnership of Boardwalk Pipeline Partners, LP (the Partnership ), dated as of June 17, 2008, as amended by Amendments No. 1 and No. 2, dated as of October 31, 2011 and October 25, 2012, respectively (as so amended, the Partnership Agreement ), is hereby adopted effective as of October 7, 2013 (the Amendment Effective Date ), by Boardwalk GP, LP, a Delaware limited partnership (the General Partner ), as general partner of the Partnership. Capitalized terms used but not defined herein have the meaning given such terms in the Partnership Agreement.
WHEREAS , Section 6.2(c) of the Partnership Agreement provides that, for the preservation of uniformity of the Limited Partner Interests (or any class or classes thereof), the General Partner shall amend the provisions of the Partnership Agreement as appropriate to preserve or achieve uniformity of the Limited Partner Interests (or any class or classes thereof); provided that the General Partner may make such amendments to the Partnership Agreement as provided in Section 6.2(c) only if such amendments would not have a material adverse effect on the Partners, the holders of any class or classes of Limited Partner Interests issued and Outstanding or the Partnership;
WHEREAS , Section 13.1(d)(i) of the Partnership Agreement provides that the General Partner, without the approval of any Partner or Assignee, may amend any provision of the Partnership Agreement provided such change does not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect; and
WHEREAS , acting pursuant to the power and authority granted to it under Sections 6.2(c) and 13.1(d)(i) of the Partnership Agreement, the General Partner has determined that the following amendment to the Partnership Agreement is necessary and appropriate to achieve the uniformity of the Limited Partner Interests and does not (a) adversely affect the Limited Partners in any material respect or (b) have a material adverse effect on the Partners, the holders of any class or classes of Limited Partner Interests issued and Outstanding or the Partnership.
NOW THEREFORE, the General Partner does hereby amend the Partnership Agreement as follows:
Section 1. (a) Section 5.11(i) of the Partnership Agreement is hereby amended and restated as follows:
(i) Immediately prior to the conversion of a Class B Unit into a Common Unit pursuant to Section 5.11(c) by a holder thereof, the Capital Account maintained for such Person with respect to its Class B Units will (A) first, be allocated to the Class B Units to be converted in an amount equal to the product of (x) the number of Class B Units to be converted and (y) the Per Unit Capital Amount for a Common Unit, and (B) second, any remaining balance in such
Capital Account will be retained and held by the holder thereof as a separate partnership interest not associated with the Class B Units or resulting Common Units into which the Class B Units shall convert, regardless of whether it holds any unconverted Class B Units or any other equity interests of the Partnership. Such retained interest shall not be entitled to any allocation of income, gain, loss or deduction and shall only be entitled to distributions in liquidation pursuant to Section 12.4.
(b) Section 5.11(j) of the Partnership Agreement is hereby deleted in its entirety.
Section 2. Except as hereby amended, the Partnership Agreement shall remain in full force and effect.
Section 3. This Amendment No. 3 shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.
[Signature Page Follows]
IN WITNESS WHEREOF , the parties hereto have executed this as of the date first above written.
GENERAL PARTNER
BOARDWALK GP, LP, | ||||||
By: |
BOARDWALK GP, LLC, its general partner |
|||||
By: | /s/ Jamie L. Buskill | |||||
Name: | Jamie L. Buskill | |||||
Title: |
Senior Vice President, Chief Financial & Administrative Officer and Treasurer |