Boardwalk Pipeline Partners, LP Form 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 November
14,
2006
(DATE OF EARLIEST EVENT
REPORTED)
November
10, 2006
BOARDWALK
PIPELINE PARTNERS, LP
(Exact
name of registrant as specified in its charter)
|
Delaware
|
01-32665
|
20-3265614
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
3800
Frederica Street
Owensboro,
Kentucky 42301
(Address
of principal executive office)
(270)
926-8686
(Registrant’s
telephone number, including area code)
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
1.01 Entry
into a Material Definitive Agreement.
On
November 10, 2006, Boardwalk Pipeline Partners, LP (the “Partnership”) entered
into a letter agreement (the “Agreement”) with Enterprise Gas Marketing L.P.
(“Enterprise”), a Texas limited partnership. A copy of the agreement is filed as
Exhibit 10.1 to this Form 8-K. Enterprise is a foundation shipper for the new
interstate gas pipeline, proposed to be constructed by a subsidiary of the
Partnership, that will begin near Sherman, Texas and proceed to the Perryville,
Louisiana area (the “Gulf Crossing Pipeline”).
Pursuant
to the Agreement, the Partnership has granted Enterprise an option to acquire
between 24.5% and 49% of the equity interest in a new subsidiary of the
Partnership (“Newco”) formed to construct the Gulf Crossing Pipeline. Newco will
be managed by the Partnership, subject to specified approval rights for
Enterprise. The option will be exercisable by Enterprise for a period of 45
days
following delivery to Enterprise of specified information relating to Newco
and
the Gulf Crossing Pipeline project. The purchase price in the event Enterprise
exercises its option would be the percentage of equity acquired by Enterprise,
multiplied by (i) the amount of expenditures incurred relating to the Gulf
Crossing Pipeline by
the
Partnership as of the closing date of the purchase less (ii) the aggregate
amount of all debt of Newco as of such closing date. If Enterprise purchases
an
equity interest in Newco it would have obligations to fund its proportionate
share of the costs for design and construction of the Gulf Crossing
Pipeline.
Under
the
Agreement, if a specified foundation shipper does not enter into a precedent
agreement with the Partnership for capacity on the Gulf Crossing Pipeline by
November 22, 2006 then, in lieu of the option described above, the Partnership
and Enterprise will use commercially reasonable efforts to negotiate a limited
liability company agreement of Newco and a pipeline management agreement and
pipeline operating agreement relating to the Gulf Crossing Pipeline. Under
these
agreements, Enterprise would be obligated to acquire a 49% equity interest
in
Newco, for the purchase price specified above with respect to the option, and
would have review rights relating to capital expenditures relating to the Gulf
Crossing Pipeline.
Item
7.01 Regulation
FD Disclosure.
On
November 10, 2006, the Partnership issued a press release announcing that it
has
committed to build the Gulf Crossing Pipeline and to expand its existing
pipeline system. The press release is furnished as exhibit 99.1 to this Form
8-K. The information under Item 7.01 and in Exhibit 99.1 in this Current Report
is being furnished and shall not be deemed “filed” for the purpose of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that Section. The information under Item 7.01
and
Exhibit 99.1 in this Current Report shall not be incorporated by reference
into
any registration statement or other document pursuant to the Securities Act
of
1933, as amended, unless otherwise indicated in such registration statement
or
other document.
ITEM
9.01 FINANCIAL
STATEMENTS AND EXHIBITS.
(d)
Exhibits:
Exhibit
No. Description
10.1 Letter
Agreement, dated November 10, 2006, between Boardwalk Pipeline Partners, LP
and
Enterprise Gas Marketing L.P.
99.1 Boardwalk
Pipeline Partners, LP, News Release, issued November 10, 2006, providing
information on new interstate pipeline and expansion of pipeline system.
EXHIBIT
INDEX
Exhibit
No. Description
10.1 Letter
Agreement, dated November 10, 2006, between Boardwalk Pipeline Partners,
LP and
Enterprise Gas Marketing L.P.
99.1 Boardwalk
Pipeline Partners, LP, News Release, issued November 10, 2006, providing
information on new interstate pipeline and expansion of pipeline system.
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 thereunto
duly authorized.
BOARDWALK
PIPELINE PARTNERS, LP
By: BOARDWALK
GP, LP,
its
general partner
By:
BOARDWALK
GP, LLC,
its
general partner
By:
/s/
Jamie L. Buskill
Jamie
L.
Buskill
Chief
Financial Officer
Dated:
November 14, 2006