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Page 10 - Conversion of Incentive Distribution Rights and Restructuring General Partner Interest

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


 

 

Section 2.2           Conversion of Incentive Distribution Rights and Restructuring General Partner Interest.  At the Closing, the Incentive Distribution Rights held by SEP GP and the General Partner Interest shall, effective as of the Closing, be automatically converted into 172,500,000 Common Units (the “Restructuring Common Units”) and a non-economic general partner interest in SEP (the “Conversion”) with such conversion being deemed to have occurred immediately upon execution of the Amended Partnership Agreement as set forth in Section 2.3.  Immediately upon execution of the Amended Partnership Agreement, (i) the Incentive Distribution Rights shall be cancelled and shall cease to exist and (ii) SEP shall direct the Transfer Agent for its Common Units to reflect on its records to issuance of the Restructuring Common Units to SEP GP in order to reflect the Conversion.  

 

Section 2.3           Partnership Agreement Amendment.  Simultaneously with the Closing, the SEP Partnership Agreement shall be amended and restated in its entirety by SEP GP (i) acting in its individual capacity as the sole holder of the General Partner Interest and the Incentive Distribution Rights and not in its capacity as the general partner of SEP in accordance with Sections 13.3(b) and 13.3(c) of the SEP Partnership Agreement, and (ii) acting in its capacity as the general partner of SEP pursuant to its authority in Sections 13.1(d) and 13.1(g) of the SEP Partnership Agreement, to read as set forth in Exhibit A to reflect the Transactions, and as so amended and restated shall be the limited partnership agreement of SEP (such amended and restated agreement being referred to as the “Amended Partnership Agreement”) until duly amended in accordance with its terms and applicable Law. 

 

Section 2.4           Further Assurances.  Each of the Parties shall execute and deliver, or shall cause to be executed and delivered, such documents and other instruments and shall take, or shall cause to be taken, such further actions as may be reasonably required to carry out the provisions of this Agreement and give effect to the Transactions. 

 

Article III

REPRESENTATIONS AND WARRANTIES of SEP

 

SEP represents and warrants to SEP GP as follows:

 

Section 3.1           Organization and Good Standing.  

 

(a)          SEP has been duly organized, is validly existing and is in good standing under the Laws of the State of Delaware and has all requisite corporate or similar power and authority to own and operate its properties and assets and to carry on its business as presently conducted.

 

(b)          SEP is qualified to do business and is in good standing (with respect to jurisdictions that recognize the concept of good standing) in each jurisdiction where the ownership or operation of its properties or assets or conduct of its business requires such qualification.

 

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