Attached files
file | filename |
---|---|
EX-5.1 - EX-5.1 - El Paso Pipeline Partners, L.P. | h71845exv5w1.htm |
EX-1.1 - EX-1.1 - El Paso Pipeline Partners, L.P. | h71845exv1w1.htm |
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 25, 2010
El Paso Pipeline Partners, L.P.
(Exact name of registrant as specified in its charter)
Delaware | 001-33825 | 26-0789784 | ||
(State or other jurisdiction of | (Commission | (IRS Employer | ||
incorporation) | File Number) | Identification No.) |
El Paso Building | ||
1001 Louisiana Street | ||
Houston, Texas | 77002 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (713) 420-2600
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:
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)) |
Item 8.01 Other Events
On March 25, 2010 El Paso Pipeline Partners, L.P. (the Partnership) and El Paso
Pipeline Partners Operating Company, L.L.C. (the Operating Company) (collectively, the El Paso
Parties) entered into an underwriting agreement (the Underwriting Agreement) with Morgan Stanley
& Co. Incorporated, RBS Securities Inc., BNP Paribas Securities Corp. and Scotia Capital (USA)
Inc., as joint book-running managers and representatives of the several underwriters named therein
(the Underwriters), relating to the public offering by the Operating Company of $425 million
aggregate principal amount of 6.50% Senior Notes due 2020 (the Notes). The Notes are being
guaranteed on a full and unconditional basis by the Partnership. The Notes have been registered
under the Securities Act of 1933, as amended (the Securities Act), pursuant to a Registration
Statement on Form S-3 (Registration No. 333-165679), as supplemented by the Prospectus
Supplement dated March 25, 2010 relating to the Notes, filed with the Securities and Exchange
Commission pursuant to Rule 424(b) of the Securities Act. Closing of the issuance and sale of the
Notes is scheduled for March 30, 2010. A legal opinion related
to the Notes is filed
herewith as Exhibit 5.1.
The Underwriting Agreement provides that the obligations of the Underwriters to purchase the
Notes are subject to approval of legal matters by counsel and other customary conditions. The
Underwriters are obligated to purchase all the Notes if they purchase any of the Notes. The
Underwriting Agreement contains customary representations, warranties and agreements by the El Paso
Parties and customary conditions to closing. Additionally, the El Paso Parties have 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 these
liabilities. 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. The Underwriting Agreement contains representations,
warranties and other provisions that were made or agreed to, among other things, to provide the
parties thereto with specified rights and obligations and to allocate risk among them.
The Prospectus Supplement provides that the Operating Company will use net proceeds from the
offering as partial consideration to be paid to El Paso Corporation in connection with the
acquisition of a 51% membership interest in each of El Paso Elba Express Company, L.L.C. and
Southern LNG Company, L.L.C. Certain of the underwriters and their affiliates have performed, and
may in the future perform, investment banking, commercial banking and advisory services for both
the Partnership and the Operating Company and have received, and may in the future receive, fees
for these services.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | |
1.1
|
Underwriting Agreement, dated March 25, 2010, by and among El Paso Pipeline Partners Operating Company, L.L.C., El Paso Pipeline Partners, L.P., and the several underwriters named on Schedule II thereto. | |
5.1
|
Opinion of Andrews Kurth LLP. | |
23.1
|
Consent of Andrews Kurth LLP (included in Exhibit 5.1 hereto). |
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.
EL PASO PIPELINE PARTNERS, L.P. |
||||
By: | El Paso Pipeline GP Company, L.L.C., | |||
its General Partner | ||||
Date: March 30, 2010 | By: | /s/ John R. Sult | ||
Name: | John R. Sult | |||
Title: | Senior Vice President and Chief Financial Officer | |||
EXHIBIT INDEX
Exhibit Number | Description | |
1.1
|
Underwriting Agreement, dated March 25, 2010, by and among El Paso Pipeline Partners Operating Company, L.L.C., El Paso Pipeline Partners, L.P., and the several underwriters named on Schedule II thereto. | |
5.1
|
Opinion of Andrews Kurth LLP. | |
23.1
|
Consent of Andrews Kurth LLP (included in Exhibit 5.1 hereto). |