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 6, 2015 (July 2, 2015)
SPECTRA ENERGY PARTNERS, LP
(Exact name of registrant as specified in its charter)
| Delaware | 001-33556 | 41-2232463 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
5400 Westheimer Court
Houston, Texas 77056
(713) 627-5400
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Effective July 2, 2015, the Board of Directors of Spectra Energy Partners GP, LLC, the general partner of Spectra Energy Partners (DE) GP, LP, which is the general partner of Spectra Energy Partners, LP (the “Partnership”) approved the amendment of Section 4.10 of the Partnership’s Second Amended and Restated Agreement of Limited Partnership, dated as of November 1, 2013 (the “Partnership Agreement”) to provide, among other things, that, in the event of the redemption of the limited partner interest of any holder that is not an Eligible Citizen or Eligible Holder, as the case may be, the redemption price will be the Current Market Price of the interest to be redeemed. The redemption price was previously the lesser of the Current Market Price and the price paid by the holder. The foregoing description is not complete and is qualified in its entirety by reference to the full and complete terms of Amendment No. 1, dated July 2, 2015, to the Partnership Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference. Unless otherwise indicated, capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 3.1 | Amendment No. 1, dated July 2, 2015, to the Second Amended and Restated Agreement of Limited Partnership of Spectra Energy Partners, LP, dated as of November 1, 2013. |
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 PARTNERS, LP | ||
| By: | Spectra Energy Partners (DE) GP, LP, its General Partner | |
| By: | Spectra Energy Partners GP, LLC, its General Partner | |
| By: | /s/ Laura J. Buss Sayavedra | |
| Name: | Laura J. Buss Sayavedra | |
| Title: | Vice President and Treasurer | |
Date: July 6, 2015
EXHIBIT INDEX
| 3.1 | Amendment No. 1, dated July 2, 2015, to the Second Amended and Restated Agreement of Limited Partnership of Spectra Energy Partners, LP, dated as of November 1, 2013. |
Exhibit 3.1
Amendment No. 1
to
Second Amended and Restated Agreement of Limited Partnership
of Spectra Energy Partners, LP
This Amendment No. 1, dated July 2, 2015 (this “Amendment”) to the Second Amended and Restated Agreement of Limited Partnership, dated as of November 1, 2013 (the “Partnership Agreement”), of Spectra Energy Partners, LP, a Delaware limited partnership (the “Partnership”), is entered into and effectuated by Spectra Energy Partners GP, LLC, a Delaware limited liability company (the “Company”), in its capacity as the general partner of Spectra Energy Partners (DE) GP, LP, a Delaware limited partnership (the “General Partner”), pursuant to authority granted to it in Article XIII of the Partnership Agreement. Unless otherwise indicated, capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
WHEREAS, Section 13.1(d)(i) of the Partnership Agreement provides that the General Partner, without the approval of any Partner or Assignee, may amend any provision of the Partnership Agreement to reflect a change that the General Partner determines does not adversely affect in any material respect the Limited Partners considered as a whole or any particular class of Partnership Interests as compared to other classes of Partnership Interests; and
WHEREAS, acting pursuant to the power and authority granted to it under Section 13.1(d)(i) of the Partnership Agreement, the Company has determined, in its individual capacity and its capacity as the general partner of the General Partner, that the following amendment to the Partnership Agreement does not adversely affect in any material respect the Limited Partners considered as a whole or any particular class of Partnership Interests as compared to other classes of Partnership Interests.
NOW THEREFORE, the General Partner does hereby amend the Partnership Agreement as follows:
1. Section 4.10(a)(ii) of the Partnership Agreement is hereby amended in its entirety to read as follows:
“(ii) The aggregate redemption price for Redeemable Interests shall be an amount equal to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Limited Partner Interests of the class to be so redeemed multiplied by the number of Limited Partner Interests of each such class included among the Redeemable Interests. The redemption price shall be paid, as determined by the General Partner, in cash or by delivery of a promissory note of the Partnership in the principal amount of the redemption price, bearing interest at the rate of 5% annually and payable in three equal annual installments of principal together with accrued interest, commencing one year after the redemption date.”
2. Except as hereby amended, the Partnership Agreement shall remain in full force and effect.
3. This Amendment shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of laws.
4. If any provision of this Amendment is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above.
| GENERAL PARTNER | ||
| SPECTRA ENERGY PARTNERS (DE) GP, LP | ||
| By: SPECTRA ENERGY PARTNERS GP, LLC, its general partner | ||
| By: | /s/ Laura J. Buss Sayavedra | |
| Laura J. Buss Sayavedra | ||
| Title: | Vice President and Treasurer | |
[Signature Page to Amendment No. 1 to
Second Amended and Restated Agreement of Limited Partnership
of Spectra Energy Partners, LP]