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 August
17,
2007
(DATE
OF EARLIEST EVENT
REPORTED) August
14, 2007
BOARDWALK
PIPELINE PARTNERS, LP
(Exact
name of registrant as specified in its charter)
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Delaware
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01-32665
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20-3265614
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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3800
Frederica Street
Owensboro,
Kentucky 42301
(Address
of principal executive office)
(270)
926-8686
(Registrant’s
telephone number, including area code)
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 Definitive Agreement.
Purchase
Agreement
On
August 14, 2007, Boardwalk Pipeline Partners, LP, (the Partnership) announced
that its wholly owned subsidiary, Gulf South Pipeline Company, LP ("Gulf
South"), entered into a purchase agreement (the “Purchase Agreement”) with the
underwriters named therein with respect to the issue and sale by Gulf South
of
$500 million aggregate principal amount of senior notes, consisting of $225
million aggregate principal amount of 5.75% senior notes due 2012 (the “5-year
Notes”) and $275 million aggregate principal amount of 6.30% senior notes due
2017 (the “10-year Notes” or collectively with the 5-year Notes, the “Notes”).
The Notes have been offered only to qualified institutional buyers under
Rule
144A and to persons outside the United States under Regulation S. The Notes
have
not and will not be registered under the Securities Act of 1933 or any state
securities laws, and may not be offered or sold except pursuant to an exemption
from the registration requirements of the Securities Act of 1933 and applicable
state securities laws. A copy of the Purchase Agreement is filed as
Exhibit 1.1 to this Form 8-K and is incorporated herein by reference.
Closing of the offering occurred on August 17, 2007. Gulf South plans to
use the
proceeds from the offering to finance a portion of its expansion
projects.
Indentures
The
5-year Notes and the 10-year Notes were issued pursuant to two indentures,
each
dated as of August 17, 2007 (the “Indentures”), between Gulf South, the other
parties named therein and The Bank of New York Trust Company, N.A. as
trustee. A copy of each of the Indentures is filed herewith as
Exhibits 4.1 and 4.2, respectively, to this report and is incorporated by
reference herein.
As
described above, on August 17, 2007, Gulf South completed its offering of
$500
million in aggregate principal amount of the Notes. The Notes were not, and
will
not be, registered under the Act as described in Item 1.01 above.
Interest
on the Notes will accrue from August 17, 2007. Gulf South will pay interest
on
the Notes semi-annually on February 15 and August 15 of each year, beginning
on
February 15, 2008, until the 5-year Notes mature on August 15, 2012 and the
10-year Notes mature on August 15, 2017. Gulf South may redeem some or all
of
the Notes at any time or from time to time pursuant to the terms of the
Indenture.
The
Indentures contain covenants that will limit the ability of Gulf South to,
among
other things, create liens, enter into sale-leaseback transactions, sell
assets
or merge with other entities. The Indentures do not restrict Gulf South from
incurring additional indebtedness, paying distributions on its equity interests
or purchasing or redeeming their equity interests, nor does it require the
maintenance of any financial ratios or specified levels of net worth or
liquidity. In addition, the Indentures do not contain any provisions that
would
require Gulf South to repurchase or redeem or otherwise modify the terms
of the
Notes upon a change in control or other events involving Gulf South. Events
of
default under the Indentures include (i) a default in the payment of principal
of the Notes or, following a period of 30 days, of interest, (ii) a breach
of
Gulf South’s covenants under the Indenture, (iii) certain events of bankruptcy,
insolvency or liquidation involving Gulf South or its significant subsidiaries
and (iv) any payment default or acceleration of indebtedness of Gulf South
if
the total amount of such indebtedness unpaid or accelerated exceeds $25
million.
Gulf
South plans to use the net proceeds from the issuance of the Notes to finance
a
portion of its expansion projects.
The
descriptions set forth above in Item 1.01 and this Item 2.03 are qualified
in
their entirety by the Purchase Agreement, the Indenture (including the forms
of
Note attached thereto) and related documents, copies of which are filed as
exhibits to this report and are incorporated by reference herein.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Description
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Exhibit 1.1
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Purchase
Agreement dated August 14, 2007 among Citigroup Global Markets,
Inc and
Morgan Stanley & Co. Incorporated, as representatives of the initial
purchasers, and Gulf South Pipeline Company, LP
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Exhibit
4.1
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Indenture
dated August 17, 2007 between Gulf South Pipeline Company, LP and
the Bank
of New York Trust Company, N.A.
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Exhibit 4.2
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Indenture
dated August 17, 2007 between Gulf South Pipeline Company, LP and
the Bank
of New York Trust Company,
N.A.
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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 thereunto
duly authorized.
BOARDWALK
PIPELINE PARTNERS, LP
By: BOARDWALK
GP, LP,
its
general partner
By: BOARDWALK
GP, LLC,
its
general partner
By:
/s/ Jamie L.
Buskill
Jamie
L. Buskill
Dated:
August 17, 2007