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): March 12, 2008
DCP MIDSTREAM PARTNERS, LP
(Exact name of registrant as specified in its charter)
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DELAWARE
(State or other jurisdiction of
incorporation)
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001-32678
(Commission File Number)
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03-0567133
(IRS Employer
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 1.01 |
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Entry into a Material Agreement. |
Underwriting Agreement
On March 12, 2008, DCP Midstream Partners, LP (the “Partnership”) and certain affiliates
entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets
Inc. and Wachovia Capital Markets, LLC, as representatives of the several underwriters named
therein (the “Underwriters”) providing for the issuance and sale by the Partnership, and the
purchase by the Underwriters, of 4,250,000 common units representing limited partner interests in
the Partnership (“Common Units”) at a price of $32.44 per Common Unit ($31.17 per Common Unit, net
of underwriting discounts) (the “Offering”). The Common Units sold in the Offering were registered
under the Securities Act of 1933, as amended, pursuant to the Partnership’s effective Shelf
Registration Statement on Form S-3 (File No. 333-142278). Pursuant to the Underwriting Agreement,
the Partnership granted the Underwriters a 30-day option to purchase up to an additional 637,500
Common Units to cover over-allotments, if any, on the same terms as those Common Units sold by the
Partnership.
In the Underwriting Agreement, the Partnership agreed to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to
contribute to payments the Underwriters may be required to make because of any of those
liabilities. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Form 8-K and is
incorporated herein by reference.
Some of the underwriters and affiliates of some of the underwriters have performed investment
banking, commercial banking and advisory services for the Partnership from time to time for which
they have received customary fees and expenses. The underwriters may, from time to time in the
future, engage in transactions with and perform services for the Partnership in the ordinary course
of their business. In March 2008, the Partnership entered into a temporary agreement with an
affiliate of Citigroup Global Markets Inc. that is a counterparty to certain of the Partnership’s
swap contracts, whereby the Partnership’s collateral threshold was increased by $20.0 million,
resulting in a corresponding reduction of the Partnership’s posted collateral. In addition,
affiliates of Citigroup Global Markets, Inc., Wachovia Capital Markets, LLC, Lehman Brothers Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC and Credit Suisse Securities
(USA) LLC are lenders under the Partnership’s credit facility and other commercial arrangements and
receive customary fees for such services. If the Partnership repays borrowings under its credit
facility with proceeds from the Offering, such affiliates will receive a portion of the proceeds
from the Offering. In addition, an affiliate of Lehman Brothers Inc. owned approximately 9.9% of
the Partnership’s common units as of December 31, 2007.
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| Item 7.01 |
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Regulation FD Disclosure. |
On March 12, 2008, the Partnership issued a press release announcing that it had priced
the Offering described in Item 1.01 of this Current Report on Form 8-K. A copy of the press
release is furnished as Exhibit 99.1 hereto. In accordance with General Instruction B.2 of Form
8-K, the press release is deemed to be “furnished” and shall not be deemed “filed” for the purpose
of Section 18 of the Securities 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 the Securities Exchange Act of 1934,
each as amended.
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| Item 9.01 |
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Financial Statements and Exhibits. |
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| Exhibit Number |
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Description |
Exhibit 1.1
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Underwriting Agreement dated as of March 12, 2008 among
DCP Midstream Partners, LP, DCP Midstream GP, LP, DCP
Midstream GP, LLC and Citigroup Global Markets Inc. and
Wachovia Capital Markets, LLC, as representatives of
the several underwriters named therein. |
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Exhibit 5.1
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Opinion of Vinson & Elkins L.L.P. |
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Exhibit 8.1
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Opinion of Vinson & Elkins L.L.P. |
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Exhibit 99.1
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Press Release dated March 12, 2008. |