form8_k032708.htm
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 March 27,
2008
(DATE
OF EARLIEST EVENT
REPORTED) March
24, 2008
BOARDWALK
PIPELINE PARTNERS, LP
(Exact
name of registrant as specified in its charter)
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Delaware
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01-32665
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20-3265614
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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9
Greenway Plaza, Suite 2800
Houston,
Texas 77046
(Address
of principal executive office)
(866)
913-2122
(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.
Purchase
Agreement
On
March 24, 2008, Boardwalk Pipeline Partners, LP, (the “Partnership”) announced
that its wholly owned subsidiary, Texas Gas Transmission, LLC ("Texas Gas"),
entered into a purchase agreement (the “Purchase Agreement”) with the initial
purchasers named therein with respect to the issue and sale by Texas Gas of $250
million aggregate principal amount of 5.50% senior notes due 2013 (the “Notes”).
The Notes have been offered only to qualified institutional buyers under Rule
144A and to persons outside the United States under Regulation S. The Notes have
not and will not be registered under the Securities Act of 1933 or any state
securities laws, and may not be offered or sold except pursuant to an exemption
from the registration requirements of the Securities Act of 1933 and applicable
state securities laws. A copy of the Purchase Agreement is filed as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein
by reference. Closing of the offering occurred on March 27, 2008. Texas Gas
plans to use the proceeds from the offering to finance a portion of its
expansion projects.
Indenture
The Notes
were issued pursuant to an indenture dated as of March 27, 2008 (the
“Indenture”), between Texas Gas and The Bank of New York Trust Company, N.A. as
trustee. A copy of the Indenture is filed herewith as Exhibit 4.1 to
this report and is incorporated by reference herein.
As
described above, on March 27, 2008, Texas Gas completed its offering of $250
million in aggregate principal amount of the Notes. The Notes were not, and will
not be, registered under the Act as described in Item 1.01 above.
Interest
on the Notes will accrue from March 27, 2008. Texas Gas will pay interest on the
Notes semi-annually on April 1 and October 1 of each year, beginning on October
1, 2008, until the Notes mature on April 1, 2013. Texas Gas 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 Texas Gas to, among
other things, create liens, enter into sale-leaseback transactions, sell assets
or merge with other entities. The Indenture does not restrict Texas Gas 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 Texas Gas to repurchase or redeem or otherwise modify the terms of the
Notes upon a change in control or other events involving Texas Gas. Events of
default under the Indenture includes (i) a default in the payment of principal
of the Notes or, following a period of 30 days, of interest, (ii) a breach of
Texas Gas’s covenants under the Indenture, (iii) certain events of bankruptcy,
insolvency or liquidation involving Texas Gas and (iv) any payment default or
acceleration of indebtedness of Texas Gas if the total amount of such
indebtedness unpaid or accelerated exceeds $25 million.
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.
On March
24, 2008, the Partnership issued a press release announcing that Texas Gas
priced a private placement of $250 million aggregate principal amount of 5.50%
senior notes due 2013. The press release is filed as Exhibit 99.1 to this report
and is incorporated by reference herein.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits:
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Exhibit No.
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Description
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Exhibit
4.1
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Indenture dated March 27,
2008, between Texas Gas Transmission,
LLC and the Bank
of New York Trust Company, N.A.
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Exhibit 10.1
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Purchase
Agreement dated March 24, 2008 among Credit Suisse Securities (USA) LLC,
J.P. Morgan Securities, Inc., and Wachovia Capital Markets, LLC, as the
initial purchasers, and Texas Gas Transmission, LLC
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Exhibit 99.1
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Boardwalk Pipeline Partners, LP News
Release, issued March 24,
2008.
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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
Dated:
March 27, 2008