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
November
22, 2006
(DATE
OF EARLIEST EVENT REPORTED) November
16, 2006
BOARDWALK
PIPELINE PARTNERS, LP
(Exact
name of registrant as specified in its charter)
|
Delaware
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01-32665
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20-3265614
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
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3800
Frederica Street
Owensboro,
Kentucky 42301
(Address
of principal executive office)
(270)
926-8686
(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
1.01 Entry into a Material Definitive Agreement.
Equity
Offering
On
November 16, 2006, Boardwalk Pipeline Partners, LP, a Delaware limited
partnership (the “Partnership”), and its subsidiaries entered into an
underwriting agreement (the “Underwriting Agreement”) with the underwriters
named therein with respect to the issue and sale by the Partnership, and
the
purchase by the Underwriters, of up to 6,900,000 common units (including
an
option to purchase up to 900,000 additional common units to cover
over-allotments) representing limited partnership interests of the Partnership
(the “Common Units”) in an underwritten public offering (the “Equity Offering”).
The Common Units were offered to the public at a price of $29.65 per unit.
The
Common Units sold in the Equity Offering were registered under the Securities
Act of 1933, as amended (the “Act”) pursuant to a registration statement on Form
S-1 (File No. 333-137489). A copy of the Underwriting Agreement is filed
as
Exhibit 1.1 to this report and is incorporated by reference herein. The
Partnership expects the Equity Offering to close on November 22, 2006.
Debt
Offering
On
November 16, 2006, the Partnership, Boardwalk Pipelines, LP, a Delaware limited
partnership and wholly-owned subsidiary of the Partnership (the “Operating
Partnership”), and the Partnership’s other subsidiaries entered into a purchase
agreement (the “Purchase Agreement”) with the underwriters named therein with
respect to the issue and sale by the Operating Partnership of $250 million
in
aggregate principal amount of its 5.875% senior unsecured notes due 2016
(the
“Notes”), in an underwritten public offering (the “Debt Offering”). The Notes
sold in the Debt Offering were registered under the Act, pursuant to the
registration statement on Form S-1 (File No. 333-137690). A copy of the Purchase
Agreement is filed as Exhibit 1.2 to this report and is incorporated by
reference herein. Closing of the Debt Offering occurred on November 21,
2006.
The
Notes
were issued pursuant to an indenture, dated as of November 16, 2006 (the
“Indenture”), between the Operating Partnership, the other parties named therein
and the Bank of New York Trust Company, N.A. as trustee (the “Trustee”). A copy
of the Indenture is filed herewith as Exhibit 4.1 to this report and is
incorporated by reference herein.
Item
2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant
As
described above, on November 21, 2006, the Operating Partnership completed
its
offering of $250 million in aggregate principal amount of the Notes, which
are
unconditionally guaranteed on an senior unsecured basis by the Partnership.
The
Notes were registered under the Act as described in Item 1.01 above.
Interest
on the Notes will accrue from November 21, 2006. The Operating Partnership
will
pay interest on the Notes semi-annually on May 15 and November 15 of each
year,
beginning on May 15, 2007, until the Notes mature on November 15, 2016. The
Operating Partnership may redeem some or all of the Notes at any time or
from
time to time pursuant to the terms of the Indenture.
The
Indenture contains covenants that will limit the ability of the Operating
Partnership, 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 the Operating Partnership 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 the Operating Partnership to repurchase or redeem or otherwise modify
the terms of the Notes upon a change in control or other events involving
the
Operating Partnership. 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 the Operating Partnership’s covenants or
warranties under the Indenture or the Partnership’s under its guarantee, (iii)
certain events of bankruptcy, insolvency or liquidation involving the Operating
Partnership, the Partnership or any Significant Subsidiary and (iv) any payment
default or acceleration of indebtedness of the Operating Partnership, the
Partnership or any subsidiary of the Operating Partnership if the total amount
of such indebtedness unpaid or accelerated exceeds $50 million.
The
Operating Partnership used the net proceeds from the issuance of the Notes
to
repay borrowings and accrued interest outstanding under the Operating
Partnership’s revolving credit facility and to finance the Operating
Partnership’s expansion projects.
The
descriptions set forth above in Item 1.01 and this Item 2.03 are qualified
in
their entirety by the Purchase Agreement, the Indenture (including the forms
of
Note attached thereto) and related documents, copies of which are filed as
exhibits to this report and are incorporated by reference herein.
Item
9.01
Financial Statements and Exhibits.
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1.1
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Underwriting
Agreement, dated November 16, 2006, among Citigroup Global Markets
Inc.,
Lehman Brothers Inc. and UBS Securities LLC, as representatives
for the
several underwriters, Boardwalk Pipeline Partners, LP and Boardwalk
GP
LLC.
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1.2
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Purchase
Agreement, dated November 16, 2006, among Merrill Lynch, Pierce,
Fenner
& Smith Incorporated, as representative of the several underwriters,
Boardwalk Pipeline Partners, LP and Boardwalk Pipelines,
LP.
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4.1
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Indenture,
dated November 21, 2006, among Boardwalk Pipelines, LP, as issuer,
Boardwalk Pipeline Partners, LP, as guarantor, and The Bank of New York
Trust Company, N.A., as trustee
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SIGNATURE
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 hereunto
duly authorized.
BOARDWALK
PIPELINE PARTNERS, LP
By: Boardwalk
GP LLC,
its
General Partner
By:
/s/
Jamie L. Buskill
Jamie
L.
Buskill
Chief
Financial Officer
Dated:
November 22, 2006