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Page 11 - Spectra Energy

SPECTRA ENERGY PARTNERS, LP filed this Form SC 13D/A on 1/22/2018


 

 

This Amendment No. 3 to Schedule 13D updates the information relating to the current beneficial owners and amends Item 4 of the Schedule 13D filed by filed by Spectra Energy Corp (“Spectra Energy”), Spectra Energy Capital, LLC (“SE Capital”), Spectra Energy Transmission, LLC (“SE Transmission”), Spectra Energy Southeast Supply Header, LLC (“SESSH”), Spectra Energy Partners GP, LLC (“SEP GP LLC”), Spectra Energy Partners (DE) GP, LP (“SEP GP”), Enbridge (U.S.) Inc. (“EUSI”), Enbridge US Holdings Inc. (“EUSHI”) and Enbridge Inc. (“Enbridge” and, together with Spectra Energy, SE Capital, SE Transmission, SESSH, SEP GP LLC, SEP GP, EUSI, and EUSHI, the “Reporting Persons”) with the Securities and Exchange Commission on March 9, 2017 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Original Schedule 13D, filed with the Securities and Exchange Commission on November 2, 2017, and Amendment No. 2 to the Original Schedule 13D, filed with the Securities and Exchange Commission on November 30, 2017.

 

Item 4. Purpose of Transaction

 

The information previously provided in response to this Item 4 is hereby amended and supplemented by adding the following paragraphs:

 

On January 21, 2018, the Issuer entered into an equity restructuring agreement (the “Equity Restructuring Agreement”) with SEP GP, the general partner of the Issuer and a wholly-owned subsidiary of Enbridge, pursuant to which the incentive distribution rights held by SEP GP and the 2% general partner interest in the Issuer held by SEP GP were converted into (i) 172,500,000 newly issued Common Units of the Issuer and (ii) a non-economic general partner interest in the Issuer (together, the “GP/IDR Restructuring”).

 

Concurrently with the entry into the Equity Restructuring Agreement, SEP GP executed and delivered the Third Amended and Restated Agreement of Limited Partnership of the Issuer (the “Third A&R LP Agreement”) to reflect the GP/IDR Restructuring. The Third A&R LP Agreement amends and restates the Second Amended and Restated Agreement of Limited Partnership of the Issuer, dated as of November 1, 2013, as amended, in its entirety.

 

The foregoing descriptions of the Equity Restructuring Agreement and the Third A&R LP Agreement do not purport to be complete and are qualified in their entirety by reference to the Equity Restructuring Agreement, a copy of which is filed as Exhibit (g) hereto, and the Third A&R LP Agreement, a copy of which is filed as Exhibit (h) hereto, and which are incorporated herein by reference.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

The information provided or incorporated by reference in Item 4 is hereby incorporated by reference herein.

 

Item 7. Material to be Filed as Exhibits

 

The information previously provided in response to this Item 7 is hereby amended and supplemented by adding the following:

 

  (g) Equity Restructuring Agreement, dated January 21, 2018, by and between Spectra Energy Partners (DE) GP, LP and Spectra Energy Partners, LP (incorporated by reference herein to Exhibit 10.1 to SEP’s Current Report on Form 8-K, filed on January 22, 2018).
  (h) Third Amended and Restated Agreement of Limited Partnership of Spectra Energy Partners, LP, dated January 21, 2018 (incorporated by reference herein to Exhibit 3.1 to SEP’s Current Report on Form 8-K, filed on January 22, 2018).