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 4,
2008
(DATE
OF EARLIEST EVENT
REPORTED) October
30, 2008
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
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|
(State
or other jurisdiction of
incorporation
or organization)
|
(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.
On
October 30, 2008, Boardwalk Pipeline Partners, LP (the “Partnership”) entered
into a Unit Purchase Agreement (the “Unit Purchase
Agreement”) with Boardwalk Pipelines Holding Corp. (“BPHC”) to sell
21,184,609 common units representing limited partner interests in the
Partnership (the “Units”) to BPHC in a
private placement (the “Private
Placement”). The negotiated purchase price for the Units was
$23.13 per unit, the closing price of the common units on the New York Stock
Exchange on October 30, 2008, for an aggregate purchase price of approximately
$490 million. The Private Placement was exempt from registration
under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof
because it did not involve a public offering. On November 4, 2008,
the Partnership issued and sold the 21,184,609 common units to BPHC pursuant to
the Unit Purchase Agreement. An additional $10 million was
contributed to the Partnership on behalf of Boardwalk GP, LP, the Partnership’s
general partner (the “General Partner”), to
maintain its 2% general partner interest. A copy of the Unit
Purchase Agreement is filed as Exhibit 10.1 to this Form 8-K and is incorporated
herein by reference. The description of the Unit Purchase Agreement
in this report is a summary and is qualified in its entirety by the terms of the
Unit Purchase Agreement.
After
giving effect to the Private Placement, BPHC, a wholly-owned subsidiary of Loews
Corporation, owns approximately 74.4 million of the Partnership’s common
units, all of the class B units and approximately 33.1 million of the
Partnership’s subordinated units. The General Partner is an indirect,
wholly-owned subsidiary of BPHC and holds a 2.0% general partner interest in the
Partnership and all of the Partnership’s incentive distribution
rights.
On
November 4, 2008, in connection with the Unit Purchase Agreement, the
Partnership entered into an Amended and Restated Registration Rights Agreement
(the “Registration
Rights Agreement”) with BPHC, amending and restating the registration
rights agreement dated June 17, 2008. Pursuant to the Registration
Rights Agreement, the Partnership is required to file a shelf registration
statement to register the Units issued to BPHC upon request of BPHC. 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 21,184,609 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 $0.925 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. A copy of the
Registration Rights Agreement is filed as Exhibit 4.1 to this Form 8-K and is
incorporated herein by reference. The description of the Registration
Rights Agreement in this report is a summary and is qualified in its entirety by
the terms of the Registration Rights Agreement.
Item 3.02 Unregistered
Sales of Equity Securities.
The
information set forth under Item 1.01 above is incorporated herein by
reference.
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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Amended
and Restated Registration Rights Agreement, dated November 4, 2008, by and
between Boardwalk Pipeline Partners, LP and Boardwalk Pipelines Holding
Corp.
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Exhibit
10.1
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Unit
Purchase Agreement, dated October 30, 2008, by and between
Boardwalk Pipeline Partners, LP and Boardwalk Pipelines Holding
Corp.
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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:
November 4, 2008