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): September 8, 2015

SPECTRA ENERGY PARTNERS, LP

(Exact name of registrant as specified in its charter)

Delaware	1-33556	41-2232463
(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):

¨ 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 7.01. Regulation FD Disclosure.

On September 8, 2015, Spectra Energy Corp (“Spectra Energy”), the parent of the general partner of Spectra Energy Partners, LP, issued a joint press release with its joint venture partner, Phillips 66, announcing their expected contribution transaction (the “DCP Transaction”) for DCP Midstream, LLC, a joint venture between Spectra Energy and Phillips 66 in which Spectra Energy owns a 50% interest. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

As announced on September 4, 2015 by Spectra Energy, Gregory L. Ebel, Chairman, President and Chief Executive Officer of both Spectra Energy and the general partner of Spectra Energy Partners, LP, is scheduled to present at the 2015 Barclays CEO Energy-Power Conference on Wednesday, September 9, 2015, during which he will discuss, among other matters, the DCP Transaction. Slides that will be used during the DCP Transaction discussion are attached hereto as Exhibit 99.2 and are incorporated by reference herein.

The press release and the DCP Transaction slides are being furnished pursuant to this Item 7.01.

This Current Report on Form 8-K (including the Exhibits attached hereto) contain 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. Although Spectra Energy’s 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 Spectra Energy’s control. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, actual results may vary materially from what the Spectra Energy anticipated, estimated, projected or expected. Factors that may have a direct bearing on the forward-looking statements include without limitation, completion or timing of the anticipated contributions as part of the DCP Transaction. Other factors that may have a direct bearing on the forward-looking statements are described in the filings that Spectra Energy makes with the Securities and Exchange Commission. 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 as described. These forward-looking statements are made as of the date hereof and Spectra Energy undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1	Press Release of Spectra Energy Corp and Phillips 66, dated September 8, 2015
99.2	DCP Transaction Slides

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
/s/ J. Patrick Reddy
J. Patrick Reddy
Chief Financial Officer

Date: September 8, 2015

EXHIBIT INDEX

Exhibit Number	Exhibit
99.1	Press Release of Spectra Energy Corp and Phillips 66, dated September 8, 2015
99.2	DCP Transaction Slides

EX-99.1

Exhibit 99.1

Phillips 66, Spectra Energy Announce Plan to Strengthen DCP Midstream

HOUSTON, Sept. 8, 2015 — Phillips 66 (NYSE: PSX) and Spectra Energy (NYSE: SE), 50/50 joint venture owners in DCP Midstream, LLC, have entered into a nonbinding letter of intent for contributing assets to strengthen DCP Midstream. This transaction is expected to provide DCP Midstream with a stronger balance sheet and increased financial flexibility, and positions DCP to grow through commodity price cycles.

Spectra Energy has agreed to contribute its ownership interest in both the Sand Hills and Southern Hills NGL pipelines. Phillips 66 has agreed to contribute $1.5 billion in cash, which is expected to be used to pay down a portion of the DCP Midstream revolving credit facility. The transaction, anticipated to close in the fourth quarter of this year, is subject to the parties entering into a definitive agreement and customary consents, including approval by Spectra Energy Partners’ board of directors and regulatory approvals.

The proposed transaction complements efforts at DCP Midstream to reduce operating costs, sell certain non-core assets, and convert certain contracts from commodity price sensitive to fee-based.

“DCP Midstream is a valuable portion of our NGL value chain and part of our plans to grow,” said Greg Garland, chairman and CEO of Phillips 66. “This infusion of cash and operating assets by the joint venture owners will enhance the credit profile of DCP Midstream, provide stability to the existing business and allow pursuit of growth opportunities.”

“The contribution of the one-third interests in Sand Hills and Southern Hills will diversify DCP Midstream by enhancing the balance of fee-based assets while building on the re-contracting work already underway,” said Greg Ebel, chairman and CEO of Spectra Energy. “In addition, the infusion of cash to pay down debt will result in DCP Midstream bank credit metrics that will be much stronger, allowing DCP to continue providing excellent service to customers and retain its number one position in gas processing and NGL production. This deal also retains the upside for owners as commodities improve.”

Following this transaction, Phillips 66 and Spectra Energy will remain 50/50 joint venture owners of DCP Midstream. Headquartered in Denver, DCP Midstream, LLC has strategically located assets in liquids-rich developments and is the largest natural gas processor and the largest natural gas liquids producer in the U.S. In addition, DCP Midstream, LLC has a midstream master limited partnership, DCP Midstream Partners, LP (NYSE: DPM). The partnership is engaged in all stages of the midstream business.

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CAUTIONARY STATEMENTS

This press release contains forward-looking statements as defined under the federal securities laws. Although the companies believe 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 the companies’ control. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, actual results may vary materially from what the companies anticipated, estimated, projected or expected. Factors that may have a direct bearing on the forward-looking statements include, without limitation, completion or timing of the anticipated contributions. Other factors that may have direct bearing on the forward-looking statements are described in the filings that each company makes with the Securities and Exchange Commission. 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 as described. All forward-looking statements in this release are made as of the date hereof and the companies undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

About Phillips 66

Phillips 66 is a diversified energy manufacturing and logistics company. With a portfolio of Midstream, Chemicals, Refining, and Marketing and Specialties businesses, the company processes, transports, stores and markets fuels and products globally. Phillips 66 Partners, the company’s master limited partnership, is an integral asset in the portfolio. Headquartered in Houston, the company has 14,000 employees committed to safety and operating excellence. Phillips 66 had $50 billion of assets as of June 30, 2015. For more information, visit www.phillips66.com or follow us on Twitter @Phillips66Co.

About Spectra Energy

Spectra Energy Corp (NYSE: SE), a FORTUNE 500 company, is one of North America’s leading pipeline and midstream companies. Based in Houston, Texas, the company’s operations in the United States and Canada include more than 22,000 miles of natural gas, natural gas liquids, and crude oil pipelines; approximately 300 billion cubic feet (Bcf) of natural gas storage; 4.8 million barrels of crude oil storage; as well as natural gas gathering, processing, and local distribution operations. Spectra Energy is the general partner of Spectra Energy Partners (NYSE: SEP), one of the largest pipeline master limited partnerships in the United States and owner of the natural gas, natural gas liquids, and crude oil assets in Spectra Energy’s U.S. portfolio. Spectra Energy also has a 50 percent ownership in DCP Midstream, the largest producer of natural gas liquids and the largest natural gas processor in the United States. Spectra Energy has served North American customers and communities for more than a century. For more information, visit www.spectraenergy.com and www.spectraenergypartners.com.

About DCP Midstream, LLC

DCP Midstream, LLC leads the midstream segment as the largest natural gas processor, the largest natural gas liquids producer and one of the largest marketers in the U.S. DCP Midstream operates in 17 states across major producing regions. The company is a 50-50 joint venture between Phillips 66 and Spectra Energy. It owns the general partner of DCP Midstream Partners, LP (NYSE: DPM), a master limited partnership, and provides operational and administrative support to the partnership. DCP Midstream is the largest oil and gas company and the largest private company in Denver, the city of its headquarters. For more information, visit the DCP Midstream website at www.dcpmidstream.com.

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CONTACTS

Phillips 66

C.W. Mallon (investors)

832-765-2297

c.w.mallon@p66.com

Dennis Nuss (media)

832-765-1850

dennis.h.nuss@p66.com

Spectra Energy

Roni Cappadonna (investors)

(713) 627-4778

vacappadonna@spectraenergy.com

Phil West (media)

(713) 627-4747 (24-hour media line)

PRWest@spectraenergy.com

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EX-99.2

Exhibit 99.2

DCP Structuring Resolution Transaction Summary: Spectra energy contributes its 1/3 interest in Sand Hills & Southern Hills NGL pipelines to DCP LLC; increasing DCP EB|TDA Phillips 66 contributes $1.5 billion cash to DCP LLC which will be used to retire debt Partnership 50/50 SE & PSX partnership continues Timeframe transaction to be completed in 4Q15 Owners’ Stated Objectives: Enhance balance of fee-based and commodity-exposed contracts DCP ownership of NGL pipelines increases fee-based earnings Efforts underway at DCP to restructure contracts to significantly reduce commodity exposure Allow the DCP complex to retain and grow its #1 position in NGL production and gas processing Credit metrics greatly enhanced and liquidity improved - Transaction ensures bank covenant compliance Previewed with rating agencies Establish a foundation for sustainable cash flows while retaining owner’’ upside with commodity recovery Strong balance sheet allows DCP to continue to provide customer solutions Creates the opportunity for owner distributions resuming 2017 with modest commodity improvement; distribution outlook unchanged in the interim BARCLAYS CEO ENERGY-POWER CONFERENCE| 5

DCP Structuring Resolution Implications Implications: Spectra Energy • DCF coverage guidance is maintained at the same level as previously disclosed for 2016 and 2017 Minimal effect on SE shareholders - DCF coverage guidance is exclusive of upside from bonus depreciation extension in 2016 and 2017 which would materially improve coverage • Dividend growth outlook is unchanged - 9% annual growth Spectra Energy Partners SE to retire proportionate SEP LP units with partial waiver of IDR benefits Transaction is neutral from a distribution per unit basis Unitholders will be kept whole DCF coverage guidance is maintained at the same level as previously disclosed for 2016 and 2017 Distribution growth outlook is unchanged - 8%-9% annual growth DPM Not directly affected by • Distribution outlook unchanged for the foreseeable future - $3.12 for 2015 transaction REAL WORLD REAL RESULT BARCLAYS CEO ENERGY-POWER CONFERENCE | 6