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): July 14, 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
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 7.01 Regulation FD Disclosure.

On July 14, 2023, the Board of Directors of the general partner of DCP Midstream, LP (NYSE: DCP PRC) (the “Partnership”) declared a quarterly Series C Preferred Unit cash distribution of $0.4969 per unit to be paid on October 16, 2023 to preferred unitholders of record at the close of business on October 2, 2023.

This statement is intended to be a qualified notice under United States Treasury Regulation Section 1.1446-4(b). Brokers and nominees should treat one hundred percent (100.00%) of the Partnership’s distributions to non-U.S. investors as being attributable to income that is effectively connected with a United States trade or business. Accordingly, the Partnership’s distributions to non-U.S. investors are subject to federal income tax withholding at the highest applicable effective tax rate.

Pursuant to United States Treasury Regulation Section 1.1446(f)-4(c)(2)(iii) on amounts realized, one hundred percent (100.00%) of the Partnership’s distribution is in excess of cumulative net income. Nominees, and not the Partnership, are treated as the withholding agents responsible for withholding on the distributions received by them on behalf of non-U.S. investors.

The information set forth in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.	Description
101	Cover Page formatted as Inline XBRL.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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: July 14, 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

XML

Document and Entity Information	Jul. 14, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 14, 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 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