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 4, 2020

BOARDWALK PIPELINE PARTNERS, LP

(Exact name of registrant as specified in its charter)

9 Greenway Plaza, Suite 2800

Houston, Texas 77046

(Address of principal executive offices)

(866) 913-2122

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:

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

On August 4, 2020, Boardwalk Pipeline Partners, LP (the “Company”), a Delaware limited partnership, and Boardwalk Pipelines, LP (“Boardwalk Pipelines”), a wholly-owned subsidiary of the Company, entered into an Underwriting Agreement (the “Underwriting Agreement”) with Barclays Capital Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC and MUFG Securities Americas Inc., as representatives of the several underwriters set forth in Schedule 1 to the Underwriting Agreement (the “Underwriters”), with respect to the issue and sale by Boardwalk Pipelines of $500.0 million in aggregate principal amount of its 3.400% Senior Notes due 2031 (the “Notes”), in an underwritten public offering (the “Debt Offering”). The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantee” and, together with the Notes, the “Securities”). The Securities to be sold in the Debt Offering were registered under the Securities Act of 1933, as amended, pursuant to a shelf registration statement on Form S-3 (File No. 333-228714). A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this report and is incorporated by reference herein.

The Notes will be issued pursuant to an indenture, dated as of August 21, 2009, between Boardwalk Pipelines, as issuer, the Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A. as trustee (the “Trustee”), as amended by the Third Supplemental Indenture thereto, dated as of April 18, 2013, and to be supplemented by the Eighth Supplemental Indenture thereto to be dated on or about August 11, 2020, between Boardwalk Pipelines, the Company and the Trustee.

Closing of the Debt Offering is expected to occur on August 11, 2020. Boardwalk Pipelines intends to use a portion of the net proceeds of approximately $495.1 million from this offering (after deducting the underwriting discount and estimated offering expenses) to retire all of the outstanding $440.0 million aggregate principal amount of the 4.50% notes due 2021 of Texas Gas Transmission, LLC at or near maturity and the remainder of the net proceeds will be used for general partnership purposes, which may include, among other things, growth capital expenditures, repayment of future maturities of long-term debt and additions to working capital. Pending such use, Boardwalk Pipelines intends to temporarily use the proceeds to reduce borrowings under its revolving credit facility.

The description set forth above in Item 1.01 is qualified in its entirety by the Underwriting Agreement. A copy of the Underwriting Agreement is filed as an exhibit to this report and is incorporated by reference herein.

(d)    Exhibits:

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EXHIBIT INDEX

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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.

Dated: August 6, 2020

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