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SPECTRA ENERGY PARTNERS, LP filed this Form 8-K on 1/22/2018


 

 

Item 1.01Entry into a Material Definitive Agreement

 

On January 21, 2018, Spectra Energy Partners, LP (the “Partnership”) entered into an equity restructuring agreement (the “Equity Restructuring Agreement”) with Spectra Energy Partners (DE) GP, LP (the “General Partner”), the general partner of the Partnership and an indirect, wholly owned subsidiary of Enbridge Inc. (“Enbridge”), pursuant to which the incentive distribution rights held by the General Partner and the 2% general partner interest in the Partnership held by the General Partner were converted into (i) 172,500,000 newly issued common units of the Partnership and (ii) a non-economic general partner interest in the Partnership (together, the “GP/IDR Restructuring”).

 

The terms of the Equity Restructuring Agreement were approved on behalf of the Partnership by the conflicts committee and the board of directors of the general partner of the General Partner of the Partnership. The conflicts committee, which is comprised of independent members of the board of directors of Spectra Energy Partners GP, LLC, the general partner of the General Partner, retained independent legal and financial advisors to assist it in evaluating and negotiating the GP/IDR Restructuring.

 

The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Equity Restructuring Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

  

Item 3.02Unregistered Sales of Equity Securities

 

The description in Item 1.01 above of the Partnership’s issuance of common units in connection with the GP/IDR Restructuring is incorporated into this Item 3.02 by reference. The sale and issuance of the Partnership’s common units in connection with the GP/IDR Restructuring is exempt from registration under Section 4(a)(2) of the Securities Act of 1933.

 

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

Concurrently with the entry into the Equity Restructuring Agreement, the General Partner executed and delivered the Third Amended and Restated Agreement of Limited Partnership of Spectra Energy Partners, LP (the “Third A&R LP Agreement”) to, among other matters, reflect the GP/IDR Restructuring. In addition, the Third A&R LP Agreement increased the percentage of the Partnership’s Limited Partner Interests (as defined in the Third A&R LP Agreement) that must be owned by the General Partner and its affiliates in order to permit the General Partner (or its affiliates) to acquire the Limited Partner Interests held by persons other than the General Partner and its affiliates pursuant to the terms set forth in the Third A&R LP Agreement from 80% to 90%.