Attached files
file | filename |
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EX-8.1 - EX-8.1 - Copano Energy, L.L.C. | h69929exv8w1.htm |
EX-5.1 - EX-5.1 - Copano Energy, L.L.C. | h69929exv5w1.htm |
EX-1.1 - EX-1.1 - Copano Energy, L.L.C. | h69929exv1w1.htm |
EX-99.1 - EX-99.1 - Copano Energy, L.L.C. | h69929exv99w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 3, 2010
COPANO ENERGY, L.L.C.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
001-32329 (Commission File Number) |
51-0411678 (I.R.S. Employer Identification No.) |
2727 Allen Parkway, Suite 1200 Houston, Texas (Address of principal executive offices) |
77019 (Zip Code) |
Registrants telephone number, including area code: (713) 621-9547
Not Applicable.
(Former name or former address, if changed since last report)
(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 (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement. | ||||||||
Item 7.01 Regulation FD Disclosure. | ||||||||
Item 9.01 Financial Statements and Exhibits. | ||||||||
SIGNATURES | ||||||||
Exhibit Index | ||||||||
EX-1.1 | ||||||||
EX-5.1 | ||||||||
EX-8.1 | ||||||||
EX-99.1 |
Table of Contents
Item 1.01 Entry into a Material Definitive Agreement.
On March 3, 2010, Copano Energy, L.L.C. (the Company) entered into an underwriting agreement
(the Underwriting Agreement) with Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as joint book-running managers and
representatives (Representatives) of the several underwriters named therein (the Underwriters),
pursuant to which the Company sold 6,475,000 common units representing limited liability company
interests in the Company (the Common Units) at a price of $23.10 per Common Unit ($22.13 per
Common Unit, net of underwriting discounts and commissions). Pursuant to the Underwriting
Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional
971,250 Common Units on the same terms as those Common Units sold by the Company. The Companys
offering of Common Units has been registered under the Securities Act of 1933, as amended (the
Securities Act), pursuant to a Registration Statement on Form S-3ASR (Registration No.
333-162821) of the Company, as supplemented by the Prospectus Supplement dated March 3, 2010
relating to the Common Units, filed with the Securities and Exchange Commission (Commission)
pursuant to Rule 424(b) of the Securities Act on March 3, 2010. Closing of the sale of the Common
Units is scheduled for March 8, 2010.
The Company has agreed to indemnify the Underwriters against certain liabilities, including
liabilities under the Securities Act, or to contribute to payments the Underwriters may be required
to make because of any of those liabilities.
The Company intends to use the net proceeds from the offering to repay a portion of the
outstanding indebtedness under its revolving credit facility.
Affiliates of the Representatives and certain of the Underwriters
(Barclays Capital Inc., J.P.Morgan Securities Inc. and RBC Capital Markets Corporation) are lenders
under the Companys revolving credit facility and, accordingly, will receive a portion of the
proceeds from the offering in the form of repayment of borrowings under such credit facility. The
Underwriters and their respective affiliates perform various financial advisory, investment banking
and commercial banking services from time to time for the Company and its affiliates, for which
they received or will receive customary fees and expense reimbursement.
The foregoing description of the Underwriting Agreement is qualified in its entirety by
reference to such Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is
incorporated herein by reference.
Certain legal opinions relating to the Common Units are also filed herewith as Exhibits 5.1
and 8.1.
Item 7.01 Regulation FD Disclosure.
On March 3, 2010, the Company issued a press release announcing that it had priced the public
offering described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is
furnished as Exhibit 99.1 hereto.
In accordance with General Instruction B.2 of Form 8-K, the press release is deemed to be
furnished and shall not be deemed filed for the purpose of Section 18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), 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 or the Exchange Act.
Table of Contents
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
1.1
|
Underwriting Agreement, dated March 3, 2010, by and between Copano Energy, L.L.C. and Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as Representatives of the several Underwriters named therein | |
5.1
|
Opinion of Vinson & Elkins L.L.P. | |
8.1
|
Opinion of Vinson & Elkins L.L.P. relating to tax matters | |
23.1
|
Consents of Vinson & Elkins L.L.P. (included in Exhibits 5.1 and 8.1) | |
99.1
|
Press Release, dated March 3, 2010, announcing pricing of public offering of Common Units |
Table of Contents
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.
Date: March 5, 2010 | COPANO ENERGY, L.L.C. |
|||
By: | /s/ Douglas L. Lawing | |||
Douglas L. Lawing | ||||
Executive Vice President, General Counsel and Secretary |
Table of Contents
Exhibit Index
Exhibit No. | Description | |
1.1
|
Underwriting Agreement, dated March 3, 2010, by and between Copano Energy, L.L.C. and Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as Representatives of the several Underwriters named therein | |
5.1
|
Opinion of Vinson & Elkins L.L.P. | |
8.1
|
Opinion of Vinson & Elkins L.L.P. relating to tax matters | |
23.1
|
Consents of Vinson & Elkins L.L.P. (included in Exhibits 5.1 and 8.1) | |
99.1
|
Press Release, dated March 3, 2010, announcing pricing of public offering of Common Units |