UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported): August 29,
2007
DCP
MIDSTREAM PARTNERS, LP
(Exact
name of registrant as specified in its charter)
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DELAWARE
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001-32678
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03-0567133
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(State
or other jurisdiction of
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(Commission
File Number)
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(IRS
Employer
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incorporation)
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Identification
No.)
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370
17th Street, Suite 2775
Denver,
Colorado 80202
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (303)
633-2900
(Former
name or former address, if changed since last report.)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
£ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
£ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
£ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
£ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry into a Material Agreement.
On
August
29, 2007, DCP Midstream Partners, LP (the “Partnership”) completed its
previously announced acquisition of certain subsidiaries of Momentum Energy
Group Inc. (“MEG”) from DCP Midstream, LLC (“DCP LLC”) and its wholly owned
subsidiary, Gas Supply Resources Holdings, Inc. (“Holdings”). DCP LLC currently
directly or indirectly owns (i) approximately 34.4% of the outstanding limited
partner units of the Partnership, (ii) 100% of DCP Midstream GP, LLC, the
general partner of the Partnership’s general partner (the “General Partner”),
and (iii) 100% of Holdings. The transaction was completed in accordance with
the
Contribution and Sale Agreement (the “Contribution Agreement”) that the
Partnership entered into with DCP LLC and Holdings, to acquire certain
subsidiaries of MEG from DCP LLC and Holdings for $165.0 million, subject to
closing adjustments (the “MEG Drop Down Transaction”), following DCP LLC’s
acquisition of MEG for $635.0 million, subject to closing adjustments. The
description of the Contribution Agreement contained in the Form 8-K filed on
May
25, 2007, is incorporated herein by reference and the Contribution Agreement
filed in such Form 8-K as Exhibit 10.1 is incorporated herein by reference.
In
addition, on August 29, 2007 the Partnership completed its previously announced
private placement (the “Private Placement”) of 2,380,952 common units
representing limited partner interests in the Partnership (“Common Units”) in
connection with the MEG Drop Down Transaction. The Private Placement was
completed pursuant to a Common Unit Purchase Agreement (the “Purchase
Agreement”) with certain prior owners of MEG or affiliates of such owners. Each
of the purchasers in the Private Placement was an accredited investor. The
description of the Purchase Agreement contained in the Form 8-K filed on May
25,
2007, is incorporated herein by reference and the Purchase Agreement filed
in
such Form 8-K as Exhibit 10.2 is incorporated herein by reference.
In
connection with the MEG Drop Down Transaction, the Partnership and wholly-owned
subsidiaries of the Partnership, entered into the following material definitive
agreements.
Omnibus
Agreement Amendment
On
August
29, 2007, in connection with the MEG Drop Down Transaction, the Partnership,
DCP
LLC, the General Partner, DCP Midstream GP, LP, and DCP Midstream Operating,
LP,
amended the Omnibus Agreement between the parties by entering into the Sixth
Amendment to Omnibus Agreement (the “Sixth Amendment”). The Sixth Amendment
increases the annual fee the Partnership pays to DCP LLC by $1.57 million for
incremental general and administrative services DCP LLC will provide to the
Partnership as a result of the MEG Drop Down Transaction.
The
Sixth
Amendment is attached as Exhibit 10.1 to this report and is incorporated by
reference into this report in its entirety.
Registration
Rights Agreement
On
August
29, 2007, in connection with the execution of the Purchase Agreement, the
Partnership and certain prior owners of MEG or affiliates of such owners (the
“Purchasers”), entered into a Registration Rights Agreement dated August 29,
2007, whereby the Partnership agreed to file a shelf registration statement
with
the Securities and Exchange Commission covering the Common Units. The
Registration Rights Agreement requires the Partnership to file a shelf
registration statement with the Securities and Exchange Commission (“SEC”) to
register the units within 90 days of the close of the Private Placement. In,
addition the Registration Rights Agreement requires the Partnership to use
its
commercially reasonable efforts to cause the registration statement to become
effective within 180 days of the closing of the Private Placement. If the
registration statement covering the Common Units is not declared effective
by
the SEC within 180 days of the closing of the Private Placement, then the
Partnership will be liable to the Purchasers for liquidated damages of 0.25%
of
the product of the purchase price times the number of registrable securities
held by the Purchasers per 30-day period for the first 60 days following the
180th
day,
increasing by an additional 0.25% of the product of the purchase price times
the
number of registrable securities held by the Purchasers per 30-day period for
each subsequent 60 days, up to a maximum of 1.00% of the product of the purchase
price times the number of registrable securities held by the Purchasers per
30-day period. In addition, the Registration Rights Agreement gives the
Purchasers piggyback registration rights with other shelf registration
statements under certain circumstances.
The
foregoing description of the Registration Rights Agreement is not complete
and
is qualified in its entirety by reference to the full and complete terms of
the
Registration Rights Agreement, which is attached to this Current Report on
Form
8-K as exhibit 10.2.
Item
2.01 Completion of Acquisition or Disposition of Assets.
On
August
29, 2007, the Partnership completed the MEG Drop Down Transaction and the
Private Placement described in Item 1.01 of this report which are incorporated
by reference into this item in their entirety. The total purchase price paid
by
the Partnership was approximately $165.0 million, subject to closing
adjustments. The Partnership financed the acquisition with a combination of
equity, debt and cash on hand.
In
the
MEG Drop Down Transaction, the Partnership purchased the Piceance Basin and
Powder River Basin assets of MEG from DCP LLC. The Piceance Basin assets consist
of a 70 percent operating interest in the 31-mile Collbran Valley Gas Gathering
system joint venture, which gathers and processes natural gas from over 20,000
dedicated acres in western Colorado. The other partners in the joint venture,
Plains Exploration and Delta Petroleum, are also the producers on the system.
The Powder River Basin assets include the 1,324-mile Douglas gas gathering
system, which gathers approximately 30 MMcfd of gas and covers more than 4,000
square miles in Wyoming. Also included in the transaction is the idle Painter
Unit fractionator and Millis terminal, and associated NGL pipelines currently
leased to a third party in southwest Wyoming. DCP LLC will manage and operate
these assets on the Partnership's behalf.
DCP
LLC
currently directly or indirectly owns (i) approximately 34.4% of the outstanding
limited partner units of the Partnership, (ii) 100% of the General
Partner, and (iii) 100% of Holdings. Accordingly, the conflicts committee
of the General Partner’s Board of Directors recommended approval of the MEG Drop
Down Transaction, including the Sixth Amendment, as described in Item 1.01
of
this report. The conflicts committee, a committee of independent members of
the
General Partner’s Board of Directors, retained independent legal and financial
advisors to assist it in evaluating the MEG Drop Down Transaction. In
recommending approval of the MEG Drop Down Transaction, the conflicts committee
based its decision in part on an opinion from the independent financial advisor
that the consideration to be paid by the Partnership is fair, from a financial
point of view, to the Partnership and its unitholders.
Item
2.03 Creation of a Direct Financial Obligation.
On
August
29, 2007, in connection with the MEG Drop Down Transaction described in Item
1.01 of this report, which is incorporated by reference into this item in its
entirety, the Partnership borrowed $100.0 million under the term loan portion
of
its existing $850 million credit facility (the “Credit Facility”). The Credit
Facility, described in a Form 8-K filed June 27, 2007 and attached as Exhibit
10.1 thereto, is incorporated herein by reference. In addition, the Partnership
borrowed $20.0 million under the revolving portion of the Credit Facility.
The
Private Placement proceeds of $100.0 million were used to purchase high-grade
securities as collateral to secure the borrowing under the term loan portion
of
the Credit Facility. Following the MEG Drop Down Transaction, the Partnership
has $100.0 million outstanding on the term loan portion of the Credit Facility
and $530.0 million outstanding on the revolving portion of the Credit
Facility.
Item
3.02 Unregistered Sales of Equity Securities.
On
August
29, 2007, the Partnership issued approximately $12.0 million of the MEG Drop
Down Transaction consideration to Holdings in the form of 275,735 common units
representing limited partner interests in the Partnership. The private placement
of these common units with Holdings pursuant to the Contribution Agreement
was
made in reliance upon an exemption from the registration requirements of the
Securities Act of 1933, as amended, pursuant to Section 4(2)
thereof.
On
August
29, 2007, the Partnership issued 2,380,952 common units representing limited
partner interests in the Partnership in the Private Placement described in
Item
1.01 of this report which is incorporated into this item in its entirety. The
negotiated purchase price for the Common Units in the Purchase Agreement was
$42.00 per unit, or approximately $100.0 million in the aggregate. The private
placement of Common Units pursuant to the Purchase Agreement was made in
reliance upon an exemption from the registration requirements of the Securities
Act of 1933 pursuant to Section 4(2) thereof as well as Regulation D thereunder.
The Partnership used the net proceeds from the Private Placement to fund a
portion of the Partnership’s acquisition of the interest in the MEG Drop Down
Transaction. The description of the Purchase Agreement contained in the Form
8-K
filed on May 25, 2007 is incorporated herein by reference and the Purchase
Agreement filed in such Form 8-K as Exhibit 10.2 is incorporated herein by
reference.
Item
7.01 Regulation FD Disclosure.
On
August
29, 2007, the Partnership and DCP LLC issued a joint press release announcing
the close of the MEG Drop Down Transaction. A copy of the press release is
being
furnished and is attached as Exhibit 99.1 hereto and incorporated into this
Item
7.01 by reference.
On
August
29, 2007, the Partnership announced the close of the Private Placement. A copy
of the press release is being furnished and is attached as Exhibit 99.2 hereto
and incorporated into this Item 7.01 by reference.
In
accordance with General Instruction B.2 of Form 8-K, the press releases shall
not be deemed “filed” for the purpose of Section 18 of the Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that section, nor shall
such information and Exhibit be deemed incorporated by reference into any filing
under the Securities Act of 1933 or Exchange Act of 1934, each as amended,
except as shall be expressly set forth by specific reference in such
filing.
Item
9.01 Financial Statements and Exhibits.
| (a) |
Financial
statements of businesses
acquired.
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In
accordance with Item 9.01(a)(4) of Form 8-K, the required financial information
with respect to contribution of the assets in the MEG Drop Down Transaction
will
be provided within 71 calendar days of September 5, 2007.
| (b) |
Pro
forma financial
information.
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In
accordance with Item 9.01(b)(2) of Form 8-K, the required pro forma financial
information with respect to the contribution of the assets in the MEG Drop
Down
Transaction will be provided within 71 calendar days of September 5,
2007.
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Exhibit
Number
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Description
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| Exhibit 10.1 |
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Sixth
Amendment to Omnibus Agreement, dated August 29, 2007, among DCP
Midstream, LLC, DCP Midstream Partners, LP, DCP Midstream GP, LP,
DCP
Midstream GP, LLC and DCP Midstream Operating, LP
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| Exhibit 10.2 |
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Registration
Rights Agreement, dated August 29, 2007, among DCP Midstream Partners,
LP
and certain purchasers named therein
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| Exhibit 99.1 |
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Press Release
dated
August 29, 2007 |
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Exhibit
99.2
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Press
Release dated August 29, 2007
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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DCP
MIDSTREAM PARTNERS, LP |
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By: |
DCP MIDSTREAM GP, LP
its General Partner
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By: |
DCP
MIDSTREAM GP, LLC
its General Partner
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By: |
/s/ Michael S. Richards |
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Name:
Michael S. Richards
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Title: Vice
President, General Counsel and Secretary
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| September 5, 2007 |
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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| Exhibit 10.1 |
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Sixth
Amendment to Omnibus Agreement, dated August 29, 2007, among DCP
Midstream, LLC, DCP Midstream Partners, LP, DCP Midstream GP, LP,
DCP
Midstream GP, LLC and DCP Midstream Operating, LP
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| Exhibit 10.2 |
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Registration
Rights Agreement, dated August 29, 2007, among DCP Midstream Partners,
LP
and certain purchasers named therein
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| Exhibit 99.1 |
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Press Release
dated
August 29, 2007 |
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Exhibit
99.2
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Press
Release dated August 29, 2007
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