-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BO/YlcXHr99kpcpw+Psbkrpo1xKeYA5d33gIQ1AfNooR4ZvYPvpdlbEWop+toWqX OisHC6I3aZchA2SaGws+qg== 0001341004-07-000091.txt : 20070108 0001341004-07-000091.hdr.sgml : 20070108 20070108170450 ACCESSION NUMBER: 0001341004-07-000091 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070102 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070108 DATE AS OF CHANGE: 20070108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Spectra Energy Corp. CENTRAL INDEX KEY: 0001373835 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 205413139 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33007 FILM NUMBER: 07518176 BUSINESS ADDRESS: STREET 1: 5400 WESTHEIMER COURT CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 704-382-8160 MAIL ADDRESS: STREET 1: 400 SOUTH TRYON STREET CITY: CHARLOTTE STATE: NC ZIP: 28285 FORMER COMPANY: FORMER CONFORMED NAME: Gas SpinCo, Inc. DATE OF NAME CHANGE: 20060825 8-K 1 spectra_8-k.htm FORM 8K

 

 

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):

January 8, 2007 (January 2, 2007)

 

SPECTRA ENERGY CORP

 

(Exact name of registrant as specified in its charter)

 

 

Delaware

1-33007

20-5413139

(State or other jurisdiction of incorporation)

(Commission
File Number)

(IRS Employer

Identification No.)

 

 

5400 Westheimer Court, Houston, Texas

 

77056

(Address of principal executive offices)

 

(Zip Code)

 

 

Registrant’s telephone number, including area code 713-627-5400                                    

 

 

(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 (see General Instruction A.2. below):

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

 

 

Item 7.01

Regulation FD Disclosure

 

On January 2, 2007 (the “Distribution Date”), Spectra Energy Corp (the "Company") issued a press release announcing that the distribution by Duke Energy Corporation ("Duke Energy") of all of the common stock of the Company to the stockholders of Duke Energy was completed (the “Distribution”) and that the Company's shares of common stock would begin regular-way trading on the New York Stock Exchange (the "NYSE") on January 3, 2007. A copy of the press release is furnished as Exhibit 99.1 to this report on Form 8-K.

 

 

Item 8.01

Other Events

 

On the Distribution Date, Duke Energy completed the Distribution and the Company became a stand-alone, publicly traded company. The common stock, par value $0.001 per share, began regular-way trading on Wednesday, January 3, 2007 on the NYSE under the symbol "SE".

 

 

Item 9.01

Financial Statements and Exhibits

 

(d)

Exhibits

 

99.1

Press Release of Spectra Energy Corp, dated January 2, 2007

 

 

 



 

 

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.

 

SPECTRA ENERGY CORP

 

/s/ William S. Garner, Jr.                                             

William S. Garner, Jr.

Group Executive, General Counsel

and Secretary

 

 

Date: January 8, 2007

 

 

 



 

 

EXHIBIT INDEX

 

Exhibit Number

Exhibit                                                                                                   

 

99.1

Press Release of Spectra Energy Corp, dated January 2, 2007

 

 

 

 

 

 

EX-99 2 spectra_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 


News Release

Jan. 2, 2007

 

Spectra Energy: New Natural Gas Midstream Company Launched in Houston

 

 

     Approximately $21 Billion in Assets

     $3 Billion in Capital Expenditures for Growth Opportunities Projected Over Next Three Years

     Initial Annual Dividend of 88 cents per Share

 

 

HOUSTON – Spectra Energy Corp, the former natural gas businesses of Duke Energy, became a stand-alone, publicly traded company today, emerging as one of the leading pure play natural gas midstream companies in North America. The common stock begins regular-way trading Wednesday (Jan. 3) on the New York Stock Exchange under the symbol SE.

With headquarters in Houston, Spectra Energy serves three key links in the natural gas value chain – gathering and processing, transmission and storage, and distribution. Spectra Energy includes Spectra Energy Transmission and a 50 percent interest in DCP Midstream (formerly Duke Energy Field Services), a leading natural gas gathering and processing business jointly owned with ConocoPhillips. Spectra Energy has approximately 7,300 employees in the United States and Canada.

Spectra Energy owns one of the three largest natural gas transmission pipeline systems in North America, with over 2.9 Trillion cubic feet (Tcf) of annual throughput – representing more than 12 percent of the clean- burning natural gas consumed in North America. The company is one of the largest producers of natural gas liquids (NGL) in Canada, with total Canadian processing capability of 5.1 Billion cubic feet (Bcf) per day. It also holds one of the largest natural gas storage positions in North America, with about 250 billion cubic feet (Bcf) of capacity, and has the second largest natural gas distribution company in Canada. The DCP Midstream business is the largest NGL producer in the United States.

“We’re excited about the opportunity that this new company presents for our customers, shareholders, employees and communities in which we operate,” said Fred Fowler, Spectra Energy Corp’s new president and chief executive officer. “As a stand-alone company, with a sharply focused strategy, Spectra Energy combines the excitement and entrepreneurial spirit of a start-up with the credibility and market strength earned through years of experience.

“While we’re creating a new company, Spectra Energy brings almost a century of experience and integrity to the industry through our predecessor companies, an experienced leadership team, and a dedicated and talented workforce,” Fowler continued.

 

 



 

 

“The birth of Spectra Energy could not have come at a more opportune time,” added Martha Wyrsch, Spectra Energy Transmission’s president and CEO. “Our world class assets are located in prime geographical areas, rich in growth opportunities. We have a strong balance sheet, the know-how and financial flexibility to grow our Spectra Energy Transmission business.”

Wyrsch said Spectra Energy Transmission expects a Compounded Annual Growth Rate of 7 to 9 percent in ongoing segment Earnings Before Interest and Taxes (EBIT) over the next three years. To accomplish this, the company plans to invest approximately $1 billion annually in expansion projects.

With approximately $21 billion of assets, Spectra Energy enjoys a strong balance sheet with a debt to total capitalization ratio of approximately 55 percent. The company expects to provide approximately 60 percent of its net income to shareholders in the form of annual dividends, with an initial annual dividend of 88 cents per share.

As previously announced, in conjunction with the spin-off, Duke Capital has been renamed Spectra Energy Capital and the Duke Energy Income Fund is now the Spectra Energy Income Fund.

At 10:30 a.m. CST today, employees and their families will watch as the new Spectra Energy sign is unveiled at the former Duke Energy building at 5400 Westheimer Court, Houston. On Wednesday, company executives will participate in a ceremonial opening bell-ringing at the New York Stock Exchange.

Spectra Energy Corp (NYSE: SE) is one of North America’s premier pure play natural gas midstream companies serving three key links in the natural gas value chain: gathering and processing, transmission and storage and distribution. For close to a century, Spectra Energy and its predecessor companies have developed critically important pipelines and related energy infrastructure connecting natural gas supply sources to premium markets. Based in Houston, Texas, the company operates in the United States and Canada approximately 17,500 miles of transmission pipeline, 250 billion cubic feet of storage, natural gas gathering and processing, natural gas liquids operations and local distribution assets. Spectra Energy Corp also has a 50 percent ownership in DCP Midstream, one of the largest natural gas gatherers and processors in the United States. Visit www.spectraenergy.com for more information.

 

 



 

 

Forward-Looking Statements

This release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events. This release includes forward-looking statements concerning our planned levels of capital expenditures, the future growth-rate of our business and the level of future dividend payments to our shareholders. Such statements are subject to risks, uncertainties and other factors, many of which are outside our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. Those factors include: the levels of supply and demand for natural gas in our areas of operation; our ability to identify opportunities for our business units and the timing and success of efforts to develop pipeline, storage, gathering, processing and other infrastructure projects; our ability to successfully complete and integrate future acquisitions; the extent of success in connecting natural gas supplies to gathering, processing and transmission systems and in connecting to expanding gas markets; the implementation of state, federal and foreign legislative and regulatory initiatives that affect cost and investment recovery, have an effect on rate structure, and affect the speed at and degree to which competition enters the natural gas industries; the timing and extent of changes in commodity prices, interest rates and foreign currency exchange rates; our ability to obtain financing on favorable terms, which can be affected by various factors, including our credit ratings and general economic conditions; and our ability to operate effectively as a stand-alone, publicly-traded company. These factors, as well as additional factors that could affect our forward-looking statements, are described under the headings “Risk Factors” and “Forward-Looking Statements” in our Form 10, filed with the Securities and Exchange Commission on December 6, 2006, which is available at the SEC’s website at www.sec.gov. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

-###-

Media:

Gretchen Krueger

 

(713) 627-4072

 

 

Analysts:

John Arensdorf

 

 

(713) 627-4600

 

 

 

 

 

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