Item 1.01
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Entry into a Material Definitive Agreement.
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On April 30, 2019, Boardwalk Pipeline Partners, LP (the Partnership), a Delaware limited partnership, and Boardwalk Pipelines,
LP (Boardwalk Pipelines), a wholly-owned subsidiary of the Partnership, entered into an Underwriting Agreement (the Underwriting Agreement) with J.P. Morgan Securities LLC, Barclays Capital Inc. and MUFG Securities Americas
Inc., as representatives of the several underwriters set forth in Schedule 1 to the Underwriting Agreement (the Underwriters), with respect to the issue and sale by Boardwalk Pipelines of $500.0 million in aggregate principal amount
of its 4.80% Senior Notes due 2029 (the Notes), in an underwritten public offering (the Debt Offering). The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by the Partnership (the
Guarantee and together with the Notes, the Securities.) The Securities to be sold in the Debt Offering were registered under the Securities Act of 1933, as amended, pursuant to a shelf registration statement on Form
S-3
(File
No. 333-228714).
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this report and is incorporated by reference herein.
The Notes will be issued pursuant to an indenture, dated as of August 21, 2009, between Boardwalk Pipelines, as issuer, the Partnership,
as guarantor, and The Bank of New York Mellon Trust Company, N.A. as trustee (the Trustee), as amended and to be supplemented by the Seventh Supplemental Indenture thereto dated as of May 3, 2019, between Boardwalk Pipelines, the
Partnership and the Trustee.
Closing of the Debt Offering occurred on May 3, 2019. Boardwalk Pipelines intends to use a portion of
the net proceeds of approximately $495.2 million from this offering (after deducting the underwriting discount and estimated offering expenses) to retire all or a portion of the outstanding $350.0 million aggregate principal amount of the
5.75% notes due 2019 at or near maturity and the remainder of the net proceeds will be used for general partnership purposes, which may include, among other things, growth capital expenditures, repayment of future maturities of long-term debt and
additions to working capital. Pending such use, Boardwalk Pipelines intends to temporarily use the proceeds to reduce borrowings under its revolving credit facility.
The description set forth above in Item 1.01 is qualified in its entirety by the Underwriting Agreement. A copy of the Underwriting Agreement is filed as an
exhibit to this report and is incorporated by reference herein.