Attached files
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: January
13, 2010
El
Paso Pipeline Partners, L.P.
(Exact name of
registrant as specified in its charter)
Delaware
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001-33825
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26-0789784
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(State or
other Jurisdiction of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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El
Paso Building
1001
Louisiana Street
Houston,
Texas 77002
(Address of
principal executive offices) (Zip Code)
Registrant’s telephone number,
including area code: (713) 420-2600
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 January 13, 2010, El Paso
Pipeline Partners, L.P. (the “Partnership”) entered into an underwriting
agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclay’s Capital Inc.,
UBS Securities LLC and Wells Fargo Securities, LLC as joint book-running
managers and representatives of the several underwriters named therein
(collectively, the “Underwriters”), pursuant to which the Partnership sold
8,750,000 common units representing limited partner interests in the Partnership
(the “Units”) at a price of $24.48 per Unit. Pursuant to the Underwriting
Agreement, the Partnership granted the Underwriters a 30-day option to purchase
up to 1,312,500 additional Units at the same price to cover over-allotments, if
any. A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto
and is incorporated herein by reference. Closing of the issuance and sale of the
Units is scheduled for January 19, 2010.
The
offering of the Units has been registered under the Securities Act of 1933, as
amended (the “Securities Act”), pursuant to a registration statement on Form S-3
(Registration No. 333-156978) of the Partnership (the “Registration Statement”),
which was declared effective on March 24, 2009, and the prospectus
supplement dated January 13, 2010, filed with the Securities and Exchange
Commission pursuant to Rule 424(b) of the Securities Act. Certain legal opinions
related to the Registration Statement are filed herewith as Exhibits 5.1 and
8.1.
The
Underwriting Agreement provides that the obligations of the Underwriters to
purchase the Units are subject to approval of certain legal matters by counsel
to the underwriters and other customary conditions. The Partnership 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
Partnership intends to use the net proceeds from the offering for general
partnership purposes, including potential future acquisitions and growth capital
expenditures. Pending the use of the proceeds for other purposes, the
Partnership may apply some or all of the net proceeds to reduce outstanding
borrowings under its revolving credit facility.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
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Description
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Exhibit 1.1
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Underwriting
Agreement, dated January 13, 2010, by and among El Paso Pipeline Partners,
L.P., El Paso Pipeline GP Company, L.L.C. and the several underwriters
named on Schedule II thereto.
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Exhibit 5.1
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Opinion of
Andrews Kurth LLP.
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Exhibit 8.1
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Opinion of
Andrews Kurth LLP relating to tax matters.
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Exhibit 23
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Consents of
Andrews Kurth LLP (included in Exhibits 5.1 and
8.1).
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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.
EL
PASO PIPELINE PARTNERS, L.P.
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||
By:
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EL
PASO PIPELINE GP COMPANY, L.L.C.,
its
General Partner
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By:
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/s/ John R. Sult | |
John
R. Sult
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||
Senior
Vice President and Chief Financial Officer
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(Principal Financial
Officer)
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Dated:
January 14, 2010
EXHIBIT
INDEX
Exhibit
Number
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Description
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Exhibit 1.1
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Underwriting
Agreement, dated January 13, 2010, by and among El Paso Pipeline Partners,
L.P., El Paso Pipeline GP Company, L.L.C. and the several underwriters
named on Schedule II thereto.
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Exhibit 5.1
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Opinion of
Andrews Kurth LLP.
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Exhibit 8.1
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Opinion of
Andrews Kurth LLP relating to tax matters.
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Exhibit 23
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Consents of
Andrews Kurth LLP (included in Exhibits 5.1 and
8.1).
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