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Page 2 - Interest and Maturity

SPECTRA ENERGY PARTNERS, LP filed this Form 8-K on 1/10/2018



Item 8.01.Other Events.


On January 9, 2018, Texas Eastern Transmission, LP (“Texas Eastern”), an indirect subsidiary of Spectra Energy Partners, LP (“SEP”), issued $400 million in aggregate principal amount of 3.50% Senior Notes due 2028 (the “2028 Notes”) and $400 million in aggregate principal amount of 4.15% Senior Notes due 2048 (the “2048 Notes” and together with the 2028 Notes, the “Notes”). The Notes were offered and sold in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Notes were resold by the initial purchasers in reliance on Rule 144A and Regulation S of the Securities Act.


Texas Eastern intends to use a portion of the net proceeds from the offering to fund expansion projects and capital expenditures on the Texas Eastern pipeline system. In addition, Texas Eastern expects to use a portion of the net proceeds from the offering to make a distribution to SEP in respect of funds advanced to Texas Eastern in September 2017, which Texas Eastern used to repay its 6.00% Senior Notes due 2017. SEP expects to use the proceeds received from Texas Eastern for the repayment of its commercial paper debt, which was incurred primarily to fund Texas Eastern’s capital expenditures, as well as those of its other U.S. subsidiaries.


The Notes were issued pursuant to an indenture dated December 1, 2000, as amended and supplemented, including by the Seventh Supplemental Indenture dated January 9, 2018 (the “Indenture”), between Texas Eastern and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).


The Notes are general unsecured senior obligations of Texas Eastern. Payments of principal, premium, if any, and interest in respect of the notes are solely Texas Eastern’s obligations. Under the Indenture, noteholders do not have recourse against Texas Eastern’s general partner, Texas Eastern’s limited partners, their respective owners or SEP. The Notes rank equally in right of payment with all of Texas Eastern’s existing and future senior unsecured debt and senior in right of payment to any of Texas Eastern’s future subordinated debt. The Notes will effectively be subordinated in right of payment to all of Texas Eastern’s future secured debt and other obligations, to the extent of the value of the assets securing such debt and other obligations. The Notes will be structurally subordinated to all future debt and other liabilities, including trade payables, of Texas Eastern’s subsidiaries.


Interest and Maturity


The 2028 Notes will mature on January 15, 2028 and the 2048 Notes will mature on January 15, 2048. Interest on the notes will be paid semi-annually in arrears on January 15 and July 15 of each year, commencing July 15, 2018.


Optional Redemption


Texas Eastern has the option to redeem the 2028 Notes, in whole or in part, at any time prior to October 15, 2027, and the 2048 Notes, in whole or in part, at any time prior to July 15, 2047, in each case, at Texas Eastern’s option, at a “make-whole premium” redemption price set forth in the Indenture. At any time on or after those dates, Texas Eastern may redeem some or all of the notes of the applicable series, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Texas Eastern is not required to make mandatory redemption or sinking fund payments with respect to the Notes.


Certain Covenants


The Indenture contains certain covenants that, among other things, limit Texas Eastern’s ability and the ability of certain of Texas Eastern’s subsidiaries to incur debt secured by liens.


Spectra Energy Partners, LP has been acquired by Enbridge Inc. For additional information on the transaction, please review the following quick links.

Terms of the Definitive agreement
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