Unassociated Document
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): February 24, 2009
DCP
MIDSTREAM PARTNERS, LP
(Exact
name of registrant as specified in its charter)
|
DELAWARE
|
001-32678
|
03-0567133
|
|
(State
or other jurisdiction of
|
(Commission
File Number)
|
(IRS
Employer
|
|
incorporation)
|
|
Identification
No.)
|
370
17th Street, Suite 2775
Denver,
Colorado 80202
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (303) 633-2900
(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:
|
£
|
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))
|
Item
1.01 Entry into a Material Definitive Agreement.
On February 24, 2009, DCP
Midstream Partners, LP (the “Partnership”) entered into a Contribution Agreement
(the “Contribution Agreement”) with DCP Midstream, LLC (“DCP LLC”) and two of
its wholly-owned subsidiaries, DCP LP Holdings, LLC (“Holdings”) and DCP
Midstream GP, LP (“DCP GP” and, collectively with DCP LLC and Holdings, “DCP”).
Pursuant to the Contribution Agreement, DCP will contribute limited liability
company interests representing an additional 25.1% interest in DCP East Texas
Holdings, LLC (“East Texas”) to the Partnership in exchange for the issuance of
3.5 million Class D Units (as defined below) of the Partnership as described
below in further detail (the “Transaction”). The closing of the Transaction is
subject to satisfaction of standard closing conditions for this type of
transaction, including termination of any waiting period under applicable
antitrust laws. The Transaction is expected to close in April, 2009, subject to
extension by Holdings for up to 45 days for the purpose of repairing or
replacing to the reasonable satisfaction of the Partnership any assets destroyed
or damaged by certain casualty losses as defined in the Contribution
Agreement.
As mentioned above, at the closing of
the Transaction the Partnership will issue an aggregate of 3.5 million Class D
Units representing limited partnership interests in the Partnership (the “Class
D Units”) to Holdings and DCP GP, pursuant to an amendment to the Partnership’s
Second Amended and Restated Agreement of Limited Partnership (the “Partnership
Agreement”). The Class D Units will not be entitled to receive
distributions of Available Cash (as defined in the Partnership Agreement) with
respect to any record date declared therefor prior to May 18, 2009, and will be
entitled to receive distributions of Available Cash with respect to any record
date declared therefor on or after May 18, 2009 and before August 17, 2009
only with respect to the actual number of days during the second fiscal quarter
of the Partnership that the Class D Units are issued and outstanding. The
Class D Units will otherwise generally have the same rights as the
Partnership’s outstanding common units, and they will convert into the
Partnership’s common units on a one-to-one basis on August 17, 2009. The
Class D Units will be issued at closing in a private placement with Holdings and
DCP GP in reliance upon an exemption from the registration requirements of the
Securities Act of 1933, as amended, pursuant to Section 4(2) thereof and the
safe harbor provided by Rule 506 of Regulation D promulgated
thereunder.
DCP LLC currently owns directly or
indirectly (i) 100% of DCP Midstream GP, LLC, the general partner of DCP GP,
which is the Partnership’s general partner, (ii) 100% of Holdings, and (iii)
100% of DCP GP. Accordingly, the conflicts committee of DCP GP’s Board of
Directors recommended approval of the Transaction. The conflicts committee, a
committee of independent members of DCP GP’s Board of Directors, retained
independent legal and financial advisors to assist it in evaluating and
negotiating the Transaction. In recommending approval of the Transaction, the
conflicts committee based its decision in part on an opinion from the
independent financial advisor that the consideration to be paid by the
Partnership is fair, from a financial point of view, to the Partnership and its
unitholders.
The foregoing description of the
Contribution Agreement is not complete and is qualified in its entirety by
reference to the complete terms of the Contribution Agreement, which is expected
to be filed as an exhibit to the Partnership’s Form 10-K to be filed for its
fiscal year ended December 31, 2008. Investors and other interested
parties are urged to read the full text of the Contribution Agreement when it
becomes available.
Item 2.02 Results of Operations and
Financial Condition.
On
February 25, 2009, the Partnership announced its financial results for the
fourth quarter of 2008 and year end results for 2008 pursuant to a press
release. A copy of the press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K, and is incorporated herein by
reference.
In
accordance with General Instruction B.2 of Form 8-K, the press release shall not
be deemed “filed” for the purpose of Section 18 of the Exchange Act of 1934, as
amended, 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 of 1933 or Exchange Act of 1934, each as amended,
except as shall be expressly set forth by specific reference in such
filing.
Item
3.02 Unregistered Sales of Equity Securities
The information required under this
Item 3.02 regarding the Class D Units is incorporated herein by reference to the
relevant information provided under Item 1.01.
Item
7.01 Regulation FD Disclosure
On February 25, 2009, the Partnership
included in its press release announcing its financial results for the fourth
quarter and year ended December 31, 2008 an announcement regarding the execution
of the Contribution Agreement. A copy of the press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by
reference.
Item 9.01 Financial Statements and
Exhibits.
|
Exhibit Number
|
Description
|
|
Exhibit
99.1
|
Press
Release dated February 25,
2009
|
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.
| |
DCP MIDSTREAM
PARTNERS, LP |
|
| |
|
|
|
| |
By:
|
DCP MIDSTREAM GP,
LP |
|
| |
|
its General
Partner |
|
| |
|
|
|
| |
By:
|
DCP MIDSTREAM GP,
LLC |
|
| |
|
its General
Partner |
|
| |
|
|
|
| |
By:
|
/s/
Michael S. Richards |
|
| |
|
Name: Michael
S. Richards |
|
| |
|
Title:
Vice President, General Counsel and Secretary
|
|
| |
|
|
|
February
25, 2009
EXHIBIT
INDEX
|
Exhibit Number
|
Description
|
|
Exhibit
99.1
|
Press
Release dated February 25,
2009
|