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Page 1 - SECURITIES AND EXCHANGE COMMISSION

SPECTRA ENERGY PARTNERS, LP filed this Form S-3ASR on 9/22/2017


t1702600-s3asr - none - 2.1787946s
As filed with the Securities and Exchange Commission on September 22, 2017
Registration No. 333-               ​
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SPECTRA ENERGY PARTNERS, LP
(Exact name of registrant as specified in its charter)
Delaware
41-2232463
(State or other jurisdiction of
incorporation or organization)
(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)
Valorie Wanner
Associate General Counsel
5400 Westheimer Court
Houston, Texas 77056
(713) 627-5400
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Robyn E. Zolman
Gibson, Dunn & Crutcher LLP
1801 California Street, Suite 4200
Denver, Colorado 80202
(303) 298-5700
Approximate date of commencement of proposed sale to the public:   From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.   ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.   ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.   ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.   ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of  “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
   ☒ Accelerated filer    ☐
Non-accelerated filer
   ☐  (Do not check if a smaller reporting company) Smaller reporting company    ☐
Emerging growth company    ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.   ☐
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered(1)
Amount
to be
Registered(2)
Proposed
Maximum
Offering Price
per Security
Proposed
Maximum
Aggregate
Offering Price
Amount of
Registration Fee(3)
Common Units
Debt Securities
(1)
Any securities registered hereunder may be sold separately or together with other securities registered hereunder.
(2)
There is being registered hereunder such indeterminate number or amount of common units and debt securities as may from time to time be issued by the registrant at indeterminate prices and as may be issuable upon conversion, redemption, exchange, exercise or settlement of any securities registered hereunder, including under any applicable antidilution provisions.
(3)
In reliance on Rule 456(b) and Rule 457(r) under the Securities Act, the registrant hereby defers payment of the registration fee.