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): April 8, 2016 (April 4, 2016)

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)	(I.R.S. 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

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K 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 3.02 Unregistered Sales of Equity Securities

On April 4, 2016, Spectra Energy Partners, LP (the “Partnership”) entered into a Common Unit Purchase Agreement (the “Agreement”) with Spectra Energy Corp (“Spectra Energy”) providing for the issuance and sale by the Partnership to Spectra Energy (the “Private Placement”) of 9,056,136 common units representing limited partner interests in the Partnership (the “Initial Units”) in a private placement transaction in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), under Section 4(a)(2), as a transaction by an issuer not involving a public offering, at a price per unit of $45.96, for an aggregate purchase price of approximately $416.2 million. Spectra Energy will purchase up to an additional 1,358,420 common units in the Private Placement to the extent that additional shares of its common stock are issued pursuant to the 25-day option granted to the underwriter in Spectra Energy’s public offering of common stock, which commenced on April 4, 2016. The issuance of the Initial Units is expected to close on April 8, 2016.

Item 7.01 Regulation FD Disclosure

On April 4, 2016, Spectra Energy and the Partnership jointly issued a press release announcing the Private Placement. A copy of this press release is furnished and attached as Exhibit 99.2 hereto and is incorporated herein by reference. The information furnished is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act.

Item 8.01 Other Events

The description of the events set forth in Item 3.02 hereof is incorporated herein by reference. The Agreement is filed as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Common Unit Purchase Agreement dated as of April 4, 2016 between Spectra Energy Corp and Spectra Energy Partners, LP.
99.2	Press Release dated April 4, 2016.

SIGNATURES

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
April 8, 2016	By:	/s/ Laura J. Buss Sayavedra
		Laura J. Buss Sayavedra
		Vice President and Treasurer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Common Unit Purchase Agreement dated as of April 4, 2016 between Spectra Energy Corp and Spectra Energy Partners, LP.
99.2	Press Release dated April 4, 2016.

EX-99.1

Exhibit 99.1

SPECTRA ENERGY PARTNERS, LP

9,056,136 Common Units

Representing Limited Partner Interests

Common Unit Purchase Agreement

April 4, 2016

Spectra Energy Corp

5400 Westheimer Court

Houston, Texas 77056

Attention: Laura J. Buss Sayavedra

Spectra Energy Partners, LP, a Delaware limited partnership (the “Partnership”), proposes, subject to the terms and conditions stated herein, to issue and sell to Spectra Energy Corp, through its wholly-owned subsidiary, Spectra Energy Transmission, LLC (the “Investor”), an aggregate of 9,056,136 common units (the “Investor Units”) representing limited partner interests in the Partnership (the “Common Units”).

This is to confirm the agreement between the Partnership and the Investor concerning the purchase of the Investor Units from the Partnership by the Investor.

1. Representations, Warranties and Agreements.

(a) The Partnership represents and warrants to, and agrees with, the Investor that:

(i) The Partnership has been duly formed and is validly existing in good standing as a limited partnership under the Delaware Revised Uniform Limited Partner Act (the “Delaware Act”) with full partnership power and authority necessary to enter into this Agreement.

(ii) As of the Closing Date (as defined in Section 3), the Investor Units will be duly authorized and, when issued and delivered to the Investor against payment therefor in accordance with the terms hereof, will be validly issued, fully paid (to the extent required under the Partnership’s Second Amended and Restated Agreement of Limited Partnership dated as of December 31, 2015, as amended (the “Partnership Agreement”)), and non-assessable (except as such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Act).

(iii) The Partnership has all requisite limited partnership power and authority to issue, sell and deliver the Investor Units, in accordance with and upon the terms and conditions set forth in this Agreement and the Partnership Agreement.

(iv) This Agreement has been duly executed and delivered by the Partnership.

(v) The Partnership is not required to register the Investor Units under the Securities Act in connection with the sale of the Investor Units to the Investor.

(b) The Investor represents and warrants to, and agrees with, the Partnership that:

(i) Investor has been duly formed and is validly existing in good standing under the laws of its jurisdiction of formation, with all corporate power and authority necessary to own or hold its properties and conduct the business in which it is engaged, in each case in all material respects.

(ii) Investor is an “accredited investor,” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and the investment by the Investor in the Partnership is for its own account and not for the account of others, for investment purposes. The Investor Units are being acquired for investment and with no intention of distributing or reselling such Investor Units or any portion thereof or interest therein in any transaction which would be a violation of the securities laws of the United States of America or any state or foreign country or jurisdiction.

(iii) Investor has been given reasonable access to, full and fair disclosure of all material information regarding the Partnership and the Investor Units, including reasonable access to the books and records of the Partnership. Investor acknowledges and agrees that it has been provided, to its full satisfaction, with the opportunity to ask questions concerning the terms and conditions of an investment in the Partnership and has knowingly and voluntarily elected instead to rely solely on its own investigation.

(iv) Investor understands that the Investor Units are “restricted securities” and have not been registered under the Securities Act or any applicable state securities laws. Investor acknowledges that the Investor Units will bear a restrictive legend to that effect. Investor acknowledges and agrees that the Investor must bear the economic risk of this investment indefinitely, that the Investor Units purchased by the Investor hereunder may not be sold or transferred or offered for sale or transfer by it without registration under the Securities Act and any applicable state securities or Blue Sky laws or the availability of exemptions therefrom, and that the Partnership has no present intention of registering the resale of any of such Investor Units.

(v) Investor has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Investor Units, and has so evaluated the merits and risks of such investment. The Investor is able to bear the economic risk of an investment in the Investor Units and, at the present time and in the foreseeable future, is able to afford a complete loss of such investment.

(vi) Investor understands that the Investor Units are being offered and sold to the Investor in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Partnership is relying upon the truth and accuracy of, and Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings, which are true, correct and complete, of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Investor Units.

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(vii) Investor has a substantive pre-existing relationship with the Partnership and was directly contacted by the Partnership or its agents. The Investor was not identified or contacted through any marketing by the Partnership.

(viii) Investor has all requisite power and authority to purchase the Investor Units, in accordance with and upon the terms and conditions set forth in this Agreement.

(ix) This Agreement has been duly executed and delivered by the Investor.

2. Purchase and Sale. Subject to the terms and conditions set forth herein, the Partnership agrees to sell the Investor Units to the Investor, and the Investor agrees to purchase the Investor Units from the Partnership, at a purchase price equal to $45.96 per Common Unit, which is equal to the closing market price per unit of the Common Units on the New York Stock Exchange on April 4, 2016, less a discount of 2.025% per Common Unit. In the event that Barclays Capital Inc. (the “Underwriter”) exercises its option to purchase additional shares of Spectra Energy Corp common stock pursuant to that certain Underwriting Agreement, dated April 4, 2016 (the “Underwriting Agreement”), by and between Spectra Energy Corp and the Underwriter (the “Option Exercise”), the Partnership agrees to sell to the Investor, and the Investor agrees to purchase from the Partnership, such additional number of Common Units equal to (i) the number of shares of Spectra Energy Corp common stock for which the Underwriter exercised such option multiplied by (ii) $29.73 divided by (iii) $45.96, rounded to the nearest whole Common Unit.

3. Delivery and Payment for the Investor Units. Delivery of and payment for the Investor Units shall be made on or about 10:00 a.m., New York City time, on April 8, 2016, and, if applicable, the date of settlement of the shares of Spectra Energy Corp common stock issued and sold pursuant to the Option Exercise, or at such other time as may be mutually agreed by the Partnership and the Investor (each such date and time of delivery and payment for the Investor Units being herein called the “Closing Date”). Delivery of the Investor Units shall be made to the Investor against payment by the Investor of the purchase price thereof to or upon the order of the Partnership by wire transfer payable in same-day funds to an account specified by the Partnership.

4. Conditions of Investor’s Obligations. The obligations of the Investor hereunder, as to the purchase of the Investor Units, shall be subject to the conditions, except as waived by the Investor in its sole discretion, that: (i) all representations and warranties and other statements of the Partnership herein are, at and as of the Closing Date, true and correct; (ii) the Partnership shall have performed all of its obligations hereunder theretofore to be performed, and (iii) the closing of the purchase and sale of shares of Spectra Energy Corp common stock pursuant to the Underwriting Agreement (the “Spectra Energy Offering”) shall have occurred.

5. Conditions of the Partnership’s Obligations. The obligations of the Partnership hereunder, as to the sale of Investor Units, shall be subject to the conditions, except as waived by the Partnership in its sole discretion, that: (i) all representations and warranties and other statements of the Investor herein are, at and as of the Closing Date, true and correct, (ii) the Investor shall have performed all of its obligations hereunder theretofore to be performed, and (iii) the closing of the Spectra Energy Offering shall have occurred.

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6. All statements, requests, notices and agreements hereunder shall be in writing, and if to the Investor shall be delivered or sent by mail or facsimile transmission to its offices at 5400 Westheimer Court, Houston, Texas 77056, Attention: Laura J. Buss Sayavedra, and if to the Partnership shall be delivered or sent by mail or facsimile transmission to the Partnership at 5400 Westheimer Court, Houston, Texas 77056, Attention: Laura J. Buss Sayavedra. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

7. This Agreement shall be binding upon, and inure solely to the benefit of, the Investor and the Partnership, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement.

8. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Partnership and the Investor, with respect to the subject matter hereof.

9. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the conflict of laws provisions thereof.

10. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

If the foregoing correctly sets forth the agreement between the Investor and the Partnership, please indicate your acceptance in the space provided for that purpose on the following page.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto, through their duly authorized officers, have executed this Agreement as of the day and year set forth above.

Spectra Energy Corp
By:	/s/ Laura J. Buss Sayavedra
	Name: Laura J. Buss Sayavedra
	Title:   Vice President and Treasurer

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/ J. Patrick Reddy
Name:	J. Patrick Reddy
Title:	Chief Financial Officer

EX-99.2

Exhibit 99.2

Spectra Energy and Spectra Energy Partners Announce

Purchase and Sale of Spectra Energy Partners Common Units

April 4, 2016

HOUSTON – Spectra Energy Corp (NYSE: SE) and Spectra Energy Partners, LP (NYSE: SEP) announced today their agreement for Spectra Energy Corp to acquire approximately 9.1 million common units representing limited partner interests in Spectra Energy Partners at a price of $45.96 per unit in a private placement. In addition, Spectra Energy Corp will purchase up to an additional 1.4 million common units in the event that additional shares of its common stock are issued pursuant to the 25-day option granted to the underwriter in Spectra Energy Corp’s public offering of common stock. Spectra Energy Corp is the parent company of the general partner of Spectra Energy Partners.

When the initial private placement is complete, Spectra Energy Partners will have approximately 296 million common units outstanding. The Spectra Energy Corp ownership interest in Spectra Energy Partners after this transaction will be 78 percent.

This transaction is being financed with the Spectra Energy common equity issuance announced earlier today.

“The transactions we announced today demonstrate the flexibility and economic benefits associated with having strong and multiple financing options across the Spectra Energy group of companies. The proceeds from these transactions, and the pending sale of our Empress asset, enable us to further execute on our 2016-2018 capital expansion plan. In addition, these transactions allow us to continue to deliver on our DCF, dividend and distribution expectations as well as our DCF coverage levels at Spectra Energy and Spectra Energy Partners as we outlined to investors earlier this year,” said Greg Ebel, chairman and CEO of Spectra Energy and Spectra Energy Partners. “Given the results already achieved from our financing activities this year and our current capital plan, our expectation is that we will not need additional Spectra

Energy equity in 2016. Spectra Energy Partners’ ATM program is expected to continue to operate throughout 2016 and provide substantially all of SEP’s remaining equity needs for this calendar year.”

The securities to be issued in the private placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

This news release is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

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 are based on our beliefs and assumptions. These forward-looking statements are identified by terms and phrases such as: anticipate, believe, intend, estimate, expect, continue, should, could, may, plan, project, predict, will, potential, forecast, and similar expressions. Forward-looking statements involve risks and uncertainties that may cause actual results to be materially different from the results predicted. Factors that could cause actual results to differ materially from those indicated in any forward-looking statement include, but are not limited to: 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 and oil industries; outcomes of litigation and regulatory investigations, proceedings or inquiries; weather and other natural phenomena, including the economic, operational and other effects of hurricanes and storms; the timing and extent of changes in commodity prices, interest rates and foreign currency exchange rates; general economic conditions, including the risk of a prolonged economic slowdown or decline, or the risk of delay in a recovery, which can affect the long-term demand for natural gas and oil and related services; potential effects arising from terrorist attacks and any consequential or other hostilities; changes in environmental, safety and other laws and regulations; the development of alternative energy resources; results and costs of financing efforts, including the ability to obtain financing on favorable terms, which can be affected by various factors, including credit ratings and

general market and economic conditions; increases in the cost of goods and services required to complete capital projects; declines in the market prices of equity and debt securities and resulting funding requirements for defined benefit pension plans; growth in opportunities, including the timing and success of efforts to develop U.S. and Canadian pipeline, storage, gathering, processing and other related infrastructure projects and the effects of competition; the performance of natural gas and oil transmission and storage, distribution, and gathering and processing facilities; the extent of success in connecting natural gas and oil supplies to gathering, processing and transmission systems and in connecting to expanding gas and oil markets; the effects of accounting pronouncements issued periodically by accounting standard-setting bodies; conditions of the capital markets during the periods covered by forward-looking statements; and the ability to successfully complete merger, acquisition or divestiture plans; regulatory or other limitations imposed as a result of a merger, acquisition or divestiture; and the success of the business following a merger, acquisition or divestiture. These factors, as well as additional factors that could affect our forward-looking statements, are described in our filings that we make with the SEC, which are available via 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. All forward-looking statements in this release are made as of the date hereof and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

About Spectra Energy and Spectra Energy Partners

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 21,000 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 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.

Media: Phil West

(713) 627-4964

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

Analysts: Roni Cappadonna

(713) 627-4778

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