8-K

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): May 12, 2023

DCP MIDSTREAM, LP

(Exact name of registrant as specified in its charter)  

Delaware	001-32678	03-0567133
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

6900 E. Layton Ave, Suite 900

Denver, Colorado 80237

(Address of principal executive offices) (Zip Code)

(303) 595-3331

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common units representing limited partnership interests	DCP	New York Stock Exchange
7.875% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units	DCP PRB	New York Stock Exchange
7.95% Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units	DCP PRC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01 Other Events.

On May 12, 2023, DCP Midstream, LP (NYSE: DCP) (the “Partnership”) issued a notice of full redemption to the holders of the Partnership’s 7.875% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (NYSE: DCP PRB) (CUSIP No. 23311P 209) (the “Series B Preferred Units”) notifying such holders that the Partnership intends to redeem all of its issued and outstanding Series B Preferred Units on June 15, 2023 (the “Redemption Date” and such redemption, the “Redemption”). Following the Redemption, there will be no Series B Preferred Units outstanding, distributions on the Series B Preferred Units will cease to accumulate and all rights of the holders of Series B Preferred Units will terminate, except the right of such holders to receive the Redemption Price (as defined below).

The redemption price will be equal to $25.00 per redeemed Series B Preferred Unit (the “Redemption Price”) on the Redemption Date. Since the Redemption Date is also a Series B Preferred Unit distribution date, the Redemption Price does not include any accrued and unpaid Series B Preferred Unit distributions. Declared distributions of $0.4922 per Series B Preferred Unit for the full current quarterly distribution period will be paid separately in the customary manner on June 15, 2023 to holders of record at the close of business on June 1, 2023.

American Stock Transfer & Trust Company, LLC is acting as the redemption agent for the Redemption and its address is: 6201 15th Avenue, Brooklyn, New York 11219, Attn: Corporate Actions.

This report does not constitute a notice of redemption of the Series B Preferred Units and this report does not constitute an offer to sell or buy or the solicitation of an offer to buy or sell any security. This report contains forward-looking statements as defined under the federal securities laws, including statements regarding the Redemption and amounts to be used for the Redemption. Although management believes that expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct. In addition, these statements are subject to certain risks, uncertainties and other assumptions that are difficult to predict and may be beyond our control. If any of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, the Partnership’s actual results may vary materially from what management forecasted, anticipated, estimated, projected or expected.

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.

Date: May 17, 2023

 

DCP MIDSTREAM, LP
By:	DCP MIDSTREAM GP, LP,
	its General Partner
	By:	DCP MIDSTREAM GP, LLC,
		its General Partner
		By:	/s/ Scott R. Delmoro
		Name:	Scott R. Delmoro
		Title:	Interim Chief Financial Officer

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Document and Entity Information	May 12, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 12, 2023
Entity Registrant Name	DCP MIDSTREAM, LP
Entity Incorporation, State or Country Code	DE
Entity File Number	001-32678
Entity Tax Identification Number	03-0567133
City Area Code	(303)
Local Phone Number	595-3331
Entity Address, Address Line One	6900 E. Layton Ave
Entity Address, Address Line Two	Suite 900
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80237
Entity Central Index Key	0001338065
Amendment Flag	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Series B Preferred Limited Partners [Member]
Trading Symbol	DCP PRB
Title of 12(b) Security	7.875% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units
Security Exchange Name	NYSE
Series C Preferred Limited Partners [Member]
Trading Symbol	DCP PRC
Title of 12(b) Security	7.95% Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units
Security Exchange Name	NYSE
Limited Partner [Member]
Trading Symbol	DCP
Title of 12(b) Security	Common units representing limited partnership interests
Security Exchange Name	NYSE