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): May 21, 2007
DCP
MIDSTREAM PARTNERS, LP
(Exact
name of registrant as specified in its charter)
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DELAWARE
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001-32678
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03-0567133
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(State
or other jurisdiction of
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(Commission
File Number)
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(IRS
Employer
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incorporation)
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Identification
No.)
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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 Agreement.
Contribution
and Sale Agreement
On
May
21, 2007, DCP Midstream, LLC (“DCP LLC”) and its wholly owned subsidiary, Gas
Supply Resources Holdings, Inc. (“Holdings”), affiliates of DCP Midstream
Partners, LP (the “Partnership”), entered into a Stock Purchase Agreement with
Momentum Energy Group Inc. (“MEG”) to acquire all of the stock of MEG for $635.0
million (the “Stock Purchase Transaction”). In addition, on that same date, the
Partnership entered into a Contribution and Sale Agreement (the “Contribution
Agreement”) with DCP LLC and Holdings, to acquire certain subsidiaries of MEG
from DCP LLC and Holdings for $165.0 million, subject to closing adjustments
(the “MEG Drop Down Transaction”). These transactions are expected to close
during the third quarter of 2007. The closing of the MEG Drop Down Transaction
is subject to the successful closing of the Stock Purchase Transaction and
satisfaction of standard closing conditions for this type of transaction,
including termination of any waiting period under Federal antitrust
laws.
The
Partnership will issue approximately $12.0 million of the MEG Drop Down
Transaction consideration to Holdings in the form of 275,735 common units
representing limited partner interests in the Partnership. The common units
will
be issued to Holdings at the closing of the MEG Drop Down Transaction. The
private placement of these common units with Holdings pursuant to the
Contribution Agreement is being made in reliance upon an exemption from the
registration requirements of the Securities Act of 1933 pursuant to Section
4(2)
thereof as well as Regulation D thereunder.
DCP
LLC
currently directly or indirectly owns (i) 100% of DCP Midstream GP, LLC, the
general partner of the Partnership’s general partner (the “General Partner”),
and (ii) 100% of Holdings. Accordingly, the conflicts committee of the General
Partner’s Board of Directors recommended approval of the MEG Drop Down
Transaction. The conflicts committee, a committee of independent members of
the
General Partner’s Board of Directors, retained independent legal and financial
advisors to assist it in evaluating and negotiating the MEG Drop Down
Transaction. In recommending approval of the MEG Drop Down 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 full and complete terms of the
Contribution Agreement, which is attached to this Current Report on Form 8-K
as
Exhibit 10.1.
Unit
Purchase Agreement
On
May
21, 2007, in connection with the MEG Drop Down Transaction, the Partnership
entered into a Common Unit Purchase Agreement (the “Purchase Agreement”) with
certain institutional investors (the “Purchasers”) to sell 2,380,952 common
units representing limited partner interests of the Partnership (“Common Units”)
in a private placement. Under the Purchase Agreement, the Purchasers have the
right to assign their rights and obligations under the Purchase Agreement on
or
prior to June 1, 2007, to shareholders of MEG for up to an aggregate of $20.0
million of Common Units. The negotiated purchase price for the Common Units
in
the Purchase Agreement is $42.00 per unit, or approximately $100.0 million
in
the aggregate. The private placement of Common Units pursuant to the Purchase
Agreement is being made in reliance upon an exemption from the registration
requirements of the Securities Act of 1933 pursuant to Section 4(2) thereof
as
well as Regulation D thereunder. The Partnership intends to use the net proceeds
from the private placement to fund a portion of the cash consideration for
the
Partnership’s acquisition of the interests in the MEG Drop Down Transaction.
In
connection with the execution of the Purchase Agreement, the Partnership also
agreed to file a shelf registration statement with the Securities and Exchange
Commission covering the Common Units. A copy of the form of Registration Rights
Agreement is attached as Exhibit A to the Purchase Agreement.
The
closing of the private placement is subject to certain conditions including,
but
not limited to (i) the closing of the MEG Drop Down Transaction, (ii) the
execution by the Partnership and the Purchasers of the Registration Rights
Agreement, and (iii) that no material adverse effect (as defined in the Purchase
Agreement) has occurred with respect to the Partnership.
Pursuant
to the Purchase Agreement, the Partnership agreed to indemnify the Purchasers,
and their respective officers, directors and other representatives against
certain losses resulting from any breach of the Partnership’s representations,
warranties or covenants contained therein. The Purchase Agreement will terminate
automatically if closing thereunder does not occur on or before November 15,
2007 or if the Stock Purchase Agreement is terminated.
The
foregoing description of the Purchase Agreement and the Registration Rights
Agreement is not complete and is qualified in its entirety by reference to
the
full and complete terms of the Purchase Agreement, which is attached to this
Current Report on Form 8-K as Exhibit 10.2.
| Item
3.02 |
Unregistered
Sales of Equity
Securities.
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The
information set forth under Item 1.01 above is incorporated herein by
reference.
| Item
7.01 |
Regulation
FD Disclosure.
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On
May
21, 2007, the Partnership and DCP LLC issued a joint press release announcing
the Stock Purchase Transaction and the MEG Drop Down Transaction. A copy of
the
press release is being furnished and is attached as Exhibit 99.1 hereto and
incorporated into this Item 7.01 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.
On
May
21, 2007, the Partnership issued a press release announcing the Purchase
Agreement for the private placement of the Partnership’s Common Units. A copy of
the press release is attached as Exhibit 99.2 hereto and is incorporated
herein
by reference.
| Item
9.01 |
Financial
Statements and Exhibits.
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(d) Exhibits.
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Exhibit
Number
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Description
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Exhibit
10.1
Exhibit
10.2
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Contribution
and Sale Agreement dated May 21, 2007
Common
Unit Purchase Agreement dated May 21, 2007
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Exhibit
99.1
Exhibit
99.2
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Press
Release dated May 21, 2007
Press
Release dated May 21, 2007
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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 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
May
25,
2007
EXHIBIT
INDEX
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Exhibit
Number
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Description
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Exhibit
10.1
Exhibit
10.2
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Contribution
and Sale Agreement dated May 21, 2007
Common
Unit Purchase Agreement dated May 21, 2007
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Exhibit
99.1
Exhibit
99.2
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Press
Release dated May 21, 2007
Press
Release dated May 21, 2007
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