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EX-10.1 - AMENDED AND RESTATED CREDIT AGREEMENT - WILLIAMS PARTNERS L.P. | dex101.htm |
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): June 16, 2011 (June 10, 2011)
CHESAPEAKE MIDSTREAM PARTNERS, L.P.
(Exact name of Registrant as specified in its Charter)
Delaware | 001-34831 | 80-0534394 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File No.) |
(IRS Employer Identification No.) |
900 NW 63rd Street, Oklahoma City, Oklahoma | 73118 | |||
(Address of principal executive offices) | (Zip Code) |
(405) 935-1500 |
(Registrants 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)) |
Section 1 Registrants Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On June 10, 2011, Chesapeake Midstream Partners, L.P. (the Partnership) entered into the Amended and Restated Credit Agreement (the Amended Credit Agreement), dated as of June 10, 2011, among the Partnership, Chesapeake MLP Operating, L.L.C., as Borrower, Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender and the Issuing Lender, and the other lenders party thereto, which amends and restates the Partnerships senior secured revolving credit facility. The Amended Credit Agreement matures on June 10, 2016.
The Amended Credit Agreement favorably amends the Partnerships credit facility to, among other things, provide that, prior to the Partnership reaching investment grade status, amounts borrowed under the Amended Credit Agreement will bear interest under an amended leverage-based pricing grid at the Partnerships option at either: (i) the greater of (a) the reference rate of Wells Fargo Bank, National Association, (b) the federal funds effective rate plus 0.50% or (c) the Eurodollar rate which is based on the London Interbank Offered Rate (LIBOR), plus 1.00%, each of which is subject to a margin that varies from 0.75% to 1.50% per annum through December 31, 2011 and 0.625% to 1.50% per annum after December 31, 2011, according to the Partnerships leverage ratio, or (ii) the Eurodollar rate plus a margin that varies from 1.75% to 2.50% per annum through December 31, 2011 and 1.625% to 2.50% per annum after December 31, 2011, according to the Partnerships leverage ratio. In the event that the Partnership reaches investment grade status, the Amended Credit Agreement provides that the Partnership has the option to release the security for borrowings under the credit facility and amounts borrowed will bear interest under a specified ratings-based pricing grid at the Partnerships option at either: (i) the greater of (a) the reference rate of Wells Fargo Bank, National Association, (b) the federal funds effective rate plus 0.50% or (c) the Eurodollar rate which is based on the London Interbank Offered Rate (LIBOR), plus 1.00%, each of which is subject to a margin that varies from 0.50% to 1.25% per annum according to the Partnerships senior unsecured long-term debt ratings, or (ii) the Eurodollar rate plus a margin that varies from 1.50% to 2.25% per annum according to the Partnerships senior unsecured long-term debt ratings. The unused portion of the amended credit facility will be subject to more favorable commitment fees of (a) 0.30% to 0.40% per annum through December 31, 2011 and 0.25% to 0.40% per annum after December 31, 2011 while the Partnership is subject to the leverage-based pricing grid, according to the Partnerships leverage ratio and (b) 0.20% to 0.35% per annum while the Partnership is subject to the ratings-based pricing grid, according to the Partnerships senior unsecured long-term debt ratings. Interest is payable quarterly or, if LIBOR applies, it may be payable at more frequent intervals.
The Amended Credit Agreement also favorably amends certain negative covenants that (i) limit the Partnerships ability, as well as the ability of certain of its subsidiaries, among other things, to enter into hedging arrangements and create liens and (ii) require the Partnership to maintain a consolidated leverage ratio and an EBITDA to interest expense ratio, in each case as described in the Amended Credit Agreement. The Amended Credit Agreement also provides for other favorable term modifications in the event that the Partnership reaches investment grade status, including the discontinuance of the requirement for the Partnership to maintain the EBITDA to interest expense ratio
The foregoing description of the Amended Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Credit Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. See Index to Exhibits attached to this Current Report on Form 8-K, which is incorporated by reference herein.
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.
CHESAPEAKE MIDSTREAM PARTNERS, L.P. | ||||
By: |
Chesapeake Midstream GP, L.L.C., its general partner | |||
By: | /s/ David C. Shiels | |||
David C. Shiels Chief Financial Officer |
Dated: June 16, 2011
EXHIBIT INDEX
Exhibit |
Document Description | |
10.1 | Amended and Restated Credit Agreement among Chesapeake MLP Operating, L.L.C., as the Borrower, Chesapeake Midstream Partners, L.P., as the Parent, Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender and the Issuing Lender, and the other Lenders party thereto, dated as of June 10, 2011. |