Filed Pursuant to Rule 433
Issuer Free Writing Prospectus dated May 11, 2016
Registration Statement No. 333-208627
BOARDWALK PIPELINES, LP
PRICING TERM SHEET
$550,000,000 5.95% Senior Notes due 2026
| Issuer: | Boardwalk Pipelines, LP | |
| Fully and unconditionally guaranteed by: | Boardwalk Pipeline Partners, LP | |
| Ratings* (Moody’s / S&P / Fitch): | Baa3 / BB+ / BBB- | |
| Note type: | Senior Unsecured Notes | |
| Pricing date: | May 11, 2016 | |
| Settlement date: | May 16, 2016 (T+3) | |
| Maturity date: | June 1, 2026 | |
| Principal amount: | $550,000,000 | |
| Benchmark: | U.S. Treasury 1.625% due February 15, 2026 | |
| Benchmark yield: | 1.728% | |
| Re-offer spread: | + 437.5 bps | |
| Re-offer yield to maturity: | 6.103% | |
| Coupon: | 5.95% | |
| Public offering price: | 98.860% | |
| Net proceeds: | Approximately $539 million, after deducting the underwriting discount and estimated offering expenses. | |
| Optional redemption: | Prior to March 1, 2026 at a price equal to the greater of (1) 100% of the principal amount of the notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points; plus, accrued and unpaid interest, if any, to the date of redemption. On or after March 1, 2026 we will pay an amount equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest, if any, on the notes redeemed to the redemption date. | |
| Interest payment dates: | June 1 and December 1, beginning December 1, 2016 | |
| CUSIP / ISIN: | 096630AE8 / US096630AE83 | |
| Joint book-running managers: | Barclays Capital Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities LLC
Citigroup Global Markets Inc.
Mitsubishi UFJ Securities (USA), Inc.
Mizuho Securities USA Inc.
RBC Capital Markets, LLC
Wells Fargo Securities, LLC | |
| Co-managers: | Merrill Lynch, Pierce, Fenner & Smith Incorporated
Regions Securities LLC
Santander Investment Securities Inc.
U.S. Bancorp Investments, Inc.
BB&T Capital Markets, a division of BB&T Securities, LLC
Goldman, Sachs & Co.
Morgan Stanley & Co. LLC | |
* Note: A securities rating is not a recommendation to buy, sell or hold securities and is subject to revision or withdrawal at any time.
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The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and any other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at http://www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. at 888-603-5847, Deutsche Bank Securities Inc. at 800-503-4611 or J.P. Morgan Securities LLC at 212-834-4533.