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): May 23, 2007
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
May
23, 2007, 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, LP
(“Holdings”), and DCP Midstream GP, LP (“DCP GP” and together with DCP LLC and
Holdings referred to as “DCP”). Pursuant to the Contribution Agreement, DCP will
contribute its entire 40% limited liability company interest in Discovery
Producer Services LLC, and a 25% limited liability company interest in DCP
East
Texas Holdings, LLC, to the Partnership for consideration of approximately
$270.0 million, subject to standard closing adjustments (the “Transaction”). The
closing of the Transaction is subject to satisfaction of standard closing
conditions for this type of transaction. The Transaction is expected to close
July 2, 2007. The Partnership will fund the acquisition through a combination
of
debt and equity of the Partnership.
The
Partnership will issue approximately $27.0 million of the Transaction
consideration to Holdings in the form of 620,404 common units representing
limited partner interests in the Partnership. The common units will be issued
to
Holdings at the closing of the 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”),
(ii) 100% of Holdings, and (iii) 100% of DCP GP. Accordingly, the conflicts
committee of the General Partner’s Board of Directors recommended approval of
the 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 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 full and complete terms of the
Contribution Agreement, which is attached to this Current Report on Form 8-K
as
Exhibit 10.1.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth under Item 1.01 above is incorporated herein by
reference.
|
Item
7.01
|
Regulation
FD Disclosure.
|
On
May
23, 2007, the Partnership and DCP LLC issued a joint press release announcing
the Contribution 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.
(d) Exhibits.
|
Exhibit
Number
|
Description
|
|
Exhibit
10.1
|
Contribution
Agreement dated May 23, 2007
|
|
Exhibit
99.1
|
Press
Release dated May 23, 2007
|
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
|
Exhibit
Number
|
Description
|
|
Exhibit
10.1
|
Contribution
Agreement dated May 23, 2007
|
|
Exhibit
99.1
|
Press
Release dated May 23, 2007
|