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): June 21, 2007
DCP
MIDSTREAM PARTNERS, LP
(Exact
name of registrant as specified in its charter)
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DELAWARE
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001-32678
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03-0567133
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(State
or other jurisdiction of
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(Commission
File Number)
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(IRS
Employer
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incorporation)
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Identification
No.)
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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.
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Amended
and Restated Credit Agreement
On
June
21, 2007, DCP Midstream Partners, LP and
its
wholly-owned subsidiary, DCP Midstream Operating, LP (the “Partnership”),
entered into an Amended and Restated Credit Agreement (the “Amended Credit
Agreement”) that amends the Partnership’s existing Credit Agreement (the “Credit
Agreement”) with Wachovia Bank, National Association, as administrative agent,
and the lenders named therein. The Amended Credit Agreement amends the Credit
Agreement to, among other things, (1) increase the total available borrowing
capacity up to $850 million (consisting of a $600 million revolving credit
facility and a $250 million term loan credit facility), (2) extend
the maturity
date to June 21, 2012, (3) amend the leverage ratio (the ratio of our
consolidated indebtedness to our consolidated EBITDA) as defined by the
Amended Credit Agreement to be less than or equal to 5.75 to 1.0 through
September 30, 2007 and 5.0 to 1.0 thereafter, and on a temporary basis for
not
more than three consecutive quarters following the acquisition of assets
in the
midstream energy business of not more than 5.50 to 1.0, and (4) amend the
interest coverage ratio (the ratio of our consolidated EBITDA to our
consolidated interest expense), as defined by the Amended Credit Agreement,
for
the period of four consecutive fiscal quarters as of the last day of each
fiscal
quarter to be less than or equal to 2.5 to 1.0.
Under
the
Amended Credit Agreement, the revolving credit facility bears interest at
a rate
equal to the London Interbank Offered Rate (“LIBOR”), plus an applicable margin,
which ranges from 0.23% to 0.575%, based on leverage level or credit rating,
or
the Wachovia Bank prime rate. The revolving credit facility incurs an annual
facility fee of 0.07% to 0.175%, depending on the applicable leverage level
or
debt rating. This fee is paid on drawn and undrawn portions of the revolving
credit facility. The term loan facility bears interest at a rate equal to
either
LIBOR, plus 0.10%, or the Wachovia Bank prime rate.
On
June
21, 2007, the Partnership borrowed $259.0 million under the Amended Credit
Agreement to replace existing borrowings under the Credit Agreement, of which
$10.0 million was repaid on June 22, 2007. As of June 22, 2007, the Partnership
had approximately $249.0 million under the revolving credit facility, no
borrowings under the term loan facility and approximately $0.2 million in
letters of credit outstanding under the Amended Credit Agreement.
The
foregoing description of the Amended Credit Agreement is not complete and
is
qualified in its entirety by reference to the full and complete terms of
the
Amended Credit Agreement, which is attached to this Current Report on Form
8-K
as Exhibit 10.1.
| Item
2.03 |
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a
Registrant.
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The
information set forth under Item 1.01 above is incorporated in its entirety
herein by reference.
| Item
7.01 |
Regulation
FD Disclosure.
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On
June
21, 2007, the Partnership issued a press release announcing the Partnership’s
entering into the Amended Credit 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.
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(d) Exhibits.
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Exhibit
Number
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Description
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Exhibit
10.1
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Amended
and Restated Credit Agreement dated June 21, 2007
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Exhibit
99.1
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Press
Release dated June 21, 2007
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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.
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DCP
MIDSTREAM PARTNERS, LP |
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By: |
DCP
MIDSTREAM GP, LP |
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its General Partner |
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By: |
DCP MIDSTREAM GP, LLC |
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its General Partner |
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By: |
Michael S. Richards |
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Name: Michael
S. Richards
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Title:
Vice
President, General Counsel and Secretary
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June
27,
2007
EXHIBIT
INDEX
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Exhibit
Number
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Description
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Exhibit
10.1
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Amended
and Restated Credit Agreement dated June 21, 2007
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Exhibit
99.1
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Press
Release dated June 21,
2007
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