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): January 18, 2017 (January 12, 2017)
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 No.) |
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 1.01 | Entry into a Material Definitive Agreement. |
Sixth Supplemental Indenture
On January 12, 2017, Boardwalk Pipelines, LP (the Boardwalk Pipelines), a wholly-owned subsidiary of Boardwalk Pipeline Partners, LP a Delaware limited partnership (Partnership), completed its offering of $500.0 million in aggregate principal amount of 4.450% senior unsecured notes due 2027 (the Notes) which are fully and unconditionally guaranteed on a senior unsecured basis by the Partnership.
The Notes were issued pursuant to an indenture, dated as of August 21, 2009 (the Base Indenture), between Boardwalk Pipelines, as issuer, the Partnership, as guarantor, and The Bank of New York Mellon Trust Company, as trustee (the Trustee), as amended and supplemented by the Sixth Supplemental Indenture, dated January 12, 2017 (the Sixth Supplemental Indenture and together with the Base Indenture, the Indenture). A copy of the Sixth Supplemental Indenture is filed as Exhibit 4.1 to this report and is incorporated by reference herein.
Interest on the Notes will be payable in arrears on January 15 and July 15 of each year they are outstanding, beginning on July 15, 2017. Boardwalk Pipelines may redeem the Notes, in whole or in part, at any time prior to April 15, 2027 at a redemption price equal to the greater of 100% of the principal amount of the Notes to be redeemed or the make whole redemption price, plus accrued and unpaid interest, if any, to the date of redemption. Boardwalk Pipelines may redeem the Notes, in whole or in part, at any time and from time to time on or after April 15, 2027 at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to the redemption date.
The Indenture contains covenants that will limit the ability of Boardwalk Pipelines, and its subsidiaries to, among other things, create liens, enter into sale-leaseback transactions, sell assets or merge with other entities. The Indenture does not restrict Boardwalk Pipelines or its subsidiaries from incurring additional indebtedness, paying distributions on its equity interests or purchasing or redeeming their equity interests, nor does it require the maintenance of any financial ratios or specified levels of net worth or liquidity. In addition, the Indenture does not contain any provisions that would require Boardwalk Pipelines to repurchase or redeem or otherwise modify the terms of the Notes upon a change in control or other events involving Boardwalk Pipelines. Events of default under the Indenture include (i) a default in the payment of principal of the Notes or, following a period of 30 days, of interest, (ii) a breach of Boardwalk Pipelines covenants or warranties under the Indenture or the Partnerships under its guarantee, (iii) certain events of bankruptcy, insolvency or liquidation involving Boardwalk Pipelines, the Partnership or any Significant Subsidiary (as defined in the Indenture) and (iv) any payment default or acceleration of indebtedness of Boardwalk Pipelines, the Partnership or any subsidiary of Boardwalk Pipelines if the total amount of such indebtedness unpaid or accelerated exceeds $50.0 million.
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information provided under Item 1.01 in this report regarding the Notes and the Sixth Supplemental Indenture is incorporated by reference into this Item 2.03. The description set forth above in Item 1.01 is qualified in its entirety by the Base Indenture and the Sixth Supplemental Indenture (including the form of Note attached thereto). A copy of the Base Indenture was filed as Exhibit 4.1 to the Partnerships Current Report on Form 8-K filed on August 21, 2009 and is incorporated herein by reference. A copy of the Sixth Supplemental Indenture (including the form of Note attached thereto) is filed as an exhibit to this report and is incorporated by reference herein.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits: |
Exhibit |
Description | |
4.1 | Sixth Supplemental Indenture, dated January 12, 2017, by and 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. | |
12.1 | Computation of Ratio of Earnings to Fixed Charges. |
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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: January 18, 2017
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EXHIBIT INDEX
Exhibit |
Description | |
4.1 | Sixth Supplemental Indenture, dated January 12, 2017, by and 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. | |
12.1 | Computation of Ratio of Earnings to Fixed Charges. |
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