UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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| 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) | June 30, 2023 |
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| BOARDWALK PIPELINE PARTNERS, LP |
| (Exact name of registrant as specified in its charter) |
|
| Delaware | 01-32665 | 20-3265614 |
(State or other jurisdiction of
incorporation or organization) | (Commission File Number) | (I.R.S. Employer
Identification No.) |
|
| 9 Greenway Plaza, Suite 2800 |
| Houston, | Texas | 77046 |
| (Address of principal executive office) |
| | |
| (866) | 913-2122 | |
| (Registrant’s telephone number, including area code) |
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))
| | | | | | | | |
| Securities registered or to be registered pursuant to Section 12(b) of the Act: |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| NONE | NONE | NONE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Revolving Credit Facility
On June 30, 2023, Boardwalk Pipeline Partners, LP (the "Company") and certain of its wholly-owned subsidiaries entered into an Agreement and Amendment No. 5 to Third Amended and Restated Revolving Credit Agreement (the "Amendment"), which amends the Third Amended and Restated Revolving Credit Agreement, dated May 26, 2015 (as amended and modified, the "Credit Agreement"), among the Company, as guarantor, Boardwalk Pipelines, LP, Texas Gas Transmission, LLC and Gulf South Pipeline Company, LLC, as borrowers, and the several lenders and issuers party thereto, and Wells Fargo Bank, N.A., as administrative agent. The Amendment, among other things, amends the Credit Agreement to extend the maturity date from May 27, 2027, to May 26, 2028. The maturity date may be further extended for two one-year extensions at the Company’s election. One lender under the Credit Agreement decided not to participate in the extension and the available borrowing capacity will decrease from $1.0 billion to $912.2 million after May 27, 2027.
A copy of the Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| | | | | | | | |
| Exhibit No. | | Description |
| | |
| 10.1 | | Agreement and Amendment No. 5 to Third Amended and Restated Revolving Credit Agreement, dated as of June 30, 2023, among Boardwalk Pipelines, LP, Texas Gas Transmission, LLC and Gulf South Pipeline Company, LLC, as borrowers, Boardwalk Pipeline Partners, LP, as guarantor, the several lenders and issuers party thereto, and Wells Fargo Bank, N.A., as administrative agent. |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 thereunto duly authorized.
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| BOARDWALK PIPELINE PARTNERS, LP |
| By: BOARDWALK GP, LP, |
| | its general partner |
| By: BOARDWALK GP, LLC, |
| | its general partner |
| | | By: /s/ Steven A. Barkauskas |
| | | | Steven A. Barkauskas |
| | | | Senior Vice President, Chief Financial and |
| | | | Information Officer |
Dated: July 3, 2023
