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): September 10,
2008
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 Agreement.
On
September 10, 2008, DCP Midstream Partners, LP (the “Partnership”) entered into
an Agreement of Purchase and Sale (the “Purchase Agreement”) with Ganesh Energy,
LLC (“Ganesh”) and Gas Processing & Pipeline, LLC (“GPP”; Ganesh and GPP
together called “Seller”). Under the terms and conditions of the Purchase
Agreement, the Partnership will acquire from Seller all of the membership
interests (the “Membership Interests”) of Michigan Pipeline & Processing,
LLC, that owns and operates certain natural gas gathering, treating, and
pipeline assets in Michigan (the “Assets”).
The
Partnership will pay Seller a purchase price of $145 million in cash for the
Membership Interests, subject to certain customary post-closing purchase price
adjustments (the “Acquisition”). In addition, the Partnership and Seller have
entered into a separate Contingent Payment Agreement that becomes effective
at
closing and provides for a potential payment by the Partnership to Seller of
up
to an additional $15 million depending upon the amount of earnings generated
by
the Assets after a three year period. The Purchase Agreement contains customary
representations, warranties and covenants. The Acquisition is expected to close
in October 2008, subject to the satisfaction of various closing conditions,
including, among others the termination of any applicable waiting periods under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The
Partnership intends to pay for the Assets with debt.
In
connection with the Acquisition, the Partnership and an affiliate of Seller
have
also entered into a separate Natural Gas Treating Agreement that provides
Seller’s affiliate with available treating capacity on certain of the Assets.
This agreement becomes effective at closing and provides for Seller’s affiliate
to pay the Partnership up to $1.5 million annually for up to nine years for
this
service; however, this agreement may be terminated earlier if certain
performance criteria concerning the Assets are satisfied. The payment obligation
under this agreement is supported by a letter of credit from the Seller and
its
affiliates.
Item
7.01 Regulation FD Disclosure.
On
September 11, 2008, the Partnership issued a press release announcing the
signing of the Purchase Agreement. 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.
Item
9.01 Financial Statements and Exhibits.
|
Exhibit
Number
|
Description
|
|
Exhibit
99.1
|
Press
Release dated September 11, 2008.
|
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
|
| |
|
September
11, 2008