1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Boardwalk Pipelines Holding Corp. 06-1687421 | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | x | ||
(b) | o | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
AF
OO | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
Delaware | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
* 104,219,466 Common Units | |||||
8 |
SHARED
VOTING POWER
| ||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
* 104,219,466 Common Units | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
* 104,219,466 Common Units | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
61.4%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
HC
CO | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Loews Corporation 13-2646102 | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | x | ||
(b) | o | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
WC
OO | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
Delaware | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
* 104,219,466 Common Units | |||||
8 |
SHARED
VOTING POWER
| ||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
* 104,219,466 Common Units | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
* 104,219,466 Common Units | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
61.4%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
HC
CO | |||||
Item 1. | Security and Issuer |
Item 1 is hereby amended by deleting the text thereof in its entirety and replacing it with the following:
This statement on Schedule 13D (this “Schedule 13D”) relates to the common units representing limited partner interests (the “Common Units”) of Boardwalk Pipeline Partners, LP, a Delaware limited partnership (the “Issuer”), which has its principal executive office at 9 Greenway Plaza, Suite 2800, Houston, Texas 77046. The total number of Common Units reported as beneficially owned in this Schedule 13D is 104,219,466, which constitutes approximately 61.4% of the total number of Common Units outstanding. In addition, the reporting persons beneficially own class B units (the “Class B Units”), which are convertible on a one-to-one basis into Common Units as described in Item 6. The beneficial ownership reported in this Schedule 13D assumes that at February 17, 2010, there were 169,721,916 Common Units outstanding. The Common Units and Class B Units each represent limited partner interests in the Issuer. |
Item 2. | Identity and Background |
(a) |
(b) |
(c) |
(d) |
(e) |
(f) |
Item 3. |
Source
and Amount of Funds or Other Consideration
|
Item 4. |
Purpose
of Transaction
|
(a) |
(b) |
(c) |
(d) |
(e) |
(f) |
(g) |
(h) |
(i) |
(j) |
Item 5. |
Interest
in Securities of the Issuer
|
(a) | Subsections (a) and (b) of Item 5 are hereby amended by deleting the text thereof in their entirety and replacing them with the following:
(a) After giving effect to the closing of the sale of common units to the underwriters referenced in Item 6 below, and assuming that the underwriters do not exercise their option to purchase additional common units, BPHC will be the record and beneficial owner of 104,219,466 Common Units, which in the aggregate represents approximately 61.4% of the outstanding Common Units. If the underwriters exercise their option to purchase additional common units in full, BPHC will be the record and beneficial owner of 102,719,466 Common Units, which in the aggregate represents approximately 60.5% of the outstanding Common Units. BPHC also holds 22,866,667 Class B Units which are convertible into equal numbers of Common Units. By virtue of its ownership of all the outstanding common stock of BPHC, Loews may be deemed to possess indirect beneficial ownership of the Common Units and Class B Units beneficially owned by BPHC. The filing of this Schedule 13D shall not be construed as an admission by any Reporting Person that, for the purpose of Section 13(d) or 13(g) of the Act, such Reporting Person is the beneficial owner of any securities covered by this Schedule 13D other than securities owned of record by such Reporting Person. Except as indicated in this Item 5 or as set forth below, neither the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the persons named in Schedule A to this Schedule 13D owns beneficially, or has any right to acquire, directly or indirectly, any Common Units. Certain of the persons named in Schedule A to this Schedule 13D beneficially own Common Units in the amounts set forth next to their names in Schedule A. |
(b) | After giving effect to the closing of the sale of common units to the underwriters referenced in Item 6 below, and assuming that the underwriters do not exercise their option to purchase additional common units, BPHC will have the power to vote or direct the vote and the power to dispose of or direct the disposition of the 104,219,466 Common Units and 22,866,667 Class B Units beneficially owned by it. If the underwriters exercise their option to purchase additional common units in full, will have the power to vote or direct the vote and the power to dispose of or direct the disposition of the 102,719,466 beneficially owned by it.
By virtue of its ownership of all the outstanding common stock of BPHC, Loews may be deemed to possess indirect beneficial ownership of the Common Units and Class B Units beneficially owned by BPHC and may be deemed to possess the power to vote or direct the vote and the power to dispose of or direct the disposition of the Common Units and Class B Units beneficially owned by BPHC. The filing of this Schedule 13D shall not be construed as an admission by any Reporting Person that, for the purpose of Section 13(d) or 13(g) of the Act, such Reporting Person is the beneficial owner of any securities covered by this Schedule 13D other than securities owned of record by such Reporting Person. |
(c) |
Transaction Date | Shares or Unites Purchased (Sold) | Price Per Share or Unit |
(d) |
(e) |
Item 6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
Item 6 is hereby amended by deleting the text thereof in its entirety and replacing it with the following:
Issuer Partnership Agreement Subject to the terms and conditions of the Third Amended and Restated Agreement of Limited Partnership of the Issuer, as amended (the “Issuer Partnership Agreement”), the general partner of the Issuer and its affiliates have the right to cause the Issuer to register for resale under the Securities Act of 1933 and applicable state securities laws any limited partner units that they hold. The Issuer is obligated to pay all expenses incidental to the registration, excluding underwriting discounts and commissions. Pursuant to the terms of the Issuer Partnership Agreement, each Class B Unit will be convertible into common units on a one-for-one basis upon demand by the holder at any time after June 30, 2013. The Issuer Partnership Agreement additionally contains various provisions with respect to the units governing, among other matters, distributions, transfers and allocations of profits and losses to the partners. Unit Purchase Agreement. On June 23, 2009, the Issuer entered into a Purchase Agreement (the “Unit Purchase Agreement”) with BPHC to sell 6,684,857 Common Units. The transactions contemplated by the Unit Purchase Agreement closed on June 26, 2009. Registration Rights Agreement In connection with the Unit Purchase Agreement, the Issuer and BPHC amended and restated the registration rights agreement (as so amended and restated, the “Registration Rights Agreement”) dated June 17, 2008, which had previously been amended and restated on November 4, 2008. Pursuant to the Registration Rights Agreement, the Issuer is required to file a shelf registration statement to register, upon request of BPHC, a number of Common Units equal to the sum of (1) the aggregate number of Common Units issuable upon conversion of the Class B Units and (2) 27,869,466. The Registration Rights Agreement also includes provisions dealing with holdback agreements, indemnification and contribution, and allocation of expenses. In addition, pursuant to the terms of the Registration Rights Agreement, with respect to the first 27,869,466 units covered under the Registration Rights Agreement and sold to the public in one or more underwritten offerings, the Partnership shall reimburse selling holders for up to $0.914 per common unit for selling expenses incurred in connection with the sale of such units. These registration rights are transferable to affiliates of BPHC and, in certain circumstances, to third parties. Underwriting Agreement On February 18, 2010, BPHC entered into an underwriting agreement with Barclays Capital Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the underwriters named therein. Under the terms of the underwriting agreement, which the Issuer has filed as an exhibit to a current report on Form 8-K and we incorporate by reference in this Schedule 13D, BPHC agreed to sell the underwriters 10,000,000 common units, for $28.93 per common unit. BPHC has granted the underwriters an option exercisable for 30 days after February 18, 2010 to purchase, from time to time, in whole or in part, up to an aggregate of 1,500,000 additional common units at same price. In connection with the offering and sale of the common units, which closed on February 23, 2010, BPHC received proceeds, after deducting underwriting commissions and expenses and after giving effect to the reimbursement of a portion of the underwriting commissions by the Issuer pursuant to the Registration Rights Agreement, of $298.4 million. |
Item 7. |
Material
to Be Filed as Exhibits
|
Exhibit A Joint Filing Agreement (Previously filed).
Exhibit B Contribution, Conveyance and Assumption Agreement, dated November 15, 2005, among Boardwalk Pipelines Holding Corp., Boardwalk GP, LLC, Boardwalk GP, LP, Boardwalk Pipeline Partners, LP, and the other parties named therein, incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on November 18, 2005. Exhibit C Third Amended and Restated Agreement of Limited Partnership of Boardwalk Pipeline Partners, LP, dated as of June 17, 2008, incorporated by reference to Exhibit 3.1 to the Issuer’s Current Report on Form 8-K filed on June 18, 2008. Exhibit D Unit Purchase Agreement, dated as of June 23, 2009, by and between Boardwalk Pipeline Partners, LP and Boardwalk Pipelines Holding Corp., incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on June 29, 2009. Exhibit E Amended and Restated Registration Rights Agreement, dated June 26, 2009, by and between Boardwalk Pipeline Partners, LP and Boardwalk Pipelines Holding Corp., incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed on June 29, 2009. Exhibit F Underwriting Agreement, dated February 18, 2010, by and between Boardwalk Pipeline Partners, LP and Barclays Capital Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the underwriters named therein, incorporated by reference to Exhibit 1.1 to the Issuer’s Current Report on Form 8-K filed on February 22, 2010. |
Boardwalk Pipelines Holding Corp. | |||
February 24, 2010 | By: |
/s/
Jamie Buskill | |
Chief Financial Officer | |||
Loews Corporation | |||
February 24, 2010 | By: |
/s/
Gary W. Garson | |
Senior Vice President | |||