Item 8.01 Other Events
On October 5, 2016, Spectra Energy Partners, LP (the Partnership) entered into an Underwriting Agreement (the
Underwriting Agreement) with J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Securities USA Inc. and Morgan Stanley & Co. LLC, as managers of the several underwriters named
therein, relating to the public offering of $600 million aggregate principal amount of the Partnerships 3.375% senior notes due 2026 (the 2026 Notes) at a price to the public of 99.865% of the face amount of the 2026 Notes and $200
million aggregate principal amount of the Partnerships 4.50% senior notes due 2045 (the 2045 Notes and together with the 2026 Notes, the Notes) at a price to the public of 100.663% of the face amount of the 2045 Notes.
The offering of the Notes closed on October 17, 2016. Net proceeds from the offering will be used to repay a portion of the
Partnerships outstanding commercial paper, to fund capital expenditures and for general partnership purposes.
The offering was made
pursuant to the Partnerships shelf registration statement on Form S-3 (File No. 333-197967), which became effective on August 8, 2014.
The Underwriting Agreement contains customary representations, warranties and agreements of the Partnership and certain affiliates, and
customary conditions to closing, indemnification rights and termination provisions. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the
Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein. A legal opinion and computation of the ratio of earnings to fixed charges of the Partnership for the six month period ended June 30, 2016 are
filed herewith as Exhibit 5.1 and Exhibit 12.1, respectively.
Relationships
Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various
financial advisory, commercial banking and investment banking services for the Partnership and its affiliates, for which they received or will receive customary fees and expense reimbursement.
Fifth Supplemental Indenture for 3.375% Senior Notes due 2026 and Additional Issuance of Partnerships 4.50% Senior Notes due 2045
The terms of the Notes are governed by the Indenture, dated as of June 9, 2011 (the Base Indenture), by and between the
Partnership and Wells Fargo Bank, National Association, as trustee (the Trustee), as supplemented by (i) the Third Supplemental Indenture, dated as of June 30, 2014 (the Third Supplemental Indenture), between the
Partnership and the Trustee, (ii) with respect to the 2045 Notes, the Fourth Supplemental Indenture, dated as of March 12, 2015 (the Fourth Supplemental Indenture), between the Partnership and the Trustee, setting forth the
specific terms applicable to the 2045 Notes and (iii) with respect to the 2026 Notes, the Fifth Supplemental Indenture, dated as of October 17, 2016 (the Fifth Supplemental Indenture), between the Partnership and the Trustee,
setting forth the specific terms applicable to the 2026 Notes. The Base Indenture, as amended and supplemented by the Third Supplemental Indenture and with respect to the 2045 Notes, the Fourth Supplemental Indenture, and with respect to the 2026
Notes, the Fifth Supplemental Indenture, is referred to herein as the Indenture. The 2026 Notes will accrue interest at 3.375% per annum from October 17, 2016 until maturity, on October 15, 2026. The 2045 Notes will accrue
interest at 4.50% per annum from September 15, 2016 until maturity, on March 15, 2045. Interest on the 2026 notes will be payable semi-annually in arrears on April 15 and October 15 of each year, beginning on April 15,
2017. The 2045 Notes are an additional issuance of the Partnerships 4.50% Senior Notes due 2045 issued under the Indenture, and will be treated as a single class under the Indenture with the $500 million in aggregate principal amount of such
notes already outstanding. Interest on the 2045 notes will be payable semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2017.
At the Partnerships option, any or all of the Notes may be redeemed, in whole or in part, at any time prior to maturity. If the
Partnership elects to redeem (i) the 2026 Notes before the date that is three months prior to the maturity date or (ii) the 2045 Notes before the date that is six months prior to the maturity date, the Partnership will pay an amount equal
to the greater of 100% of the principal amount of the Notes redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the Notes, plus a make-whole premium. If the Partnership elects to redeem a
series of Notes on or after the applicable date described in the preceding sentence, the Partnership will pay an amount equal to 100% of the principal amount of the Notes redeemed. The Partnership will pay accrued interest on the Notes redeemed to
the redemption date.
The Notes rank equally in right of payment with all of the Partnerships existing and future senior
indebtedness, effectively junior in right of payment to the Partnerships existing and future secured indebtedness to the extent of the value of the collateral securing that indebtedness and effectively junior to all existing and future
indebtedness and other obligations of the Partnerships subsidiaries and senior to any subordinated debt that the Partnership may incur.
The Indenture contains covenants that will limit the ability of the Partnership and any of its
Principal Subsidiaries (as defined in the Indenture) to create liens on their principal properties and engage in sale and leaseback transactions, and limit the ability of the Partnership to merge or consolidate with another entity or sell, lease or
transfer substantially all of its assets to another entity.
The Indenture also contains customary events of default, including
(i) default for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due of principal of or premium, if any, on the Notes at maturity, upon redemption or otherwise; (iii) failure by the Partnership
for 60 days after notice to comply with any of its other agreements in the Indenture and (iv) certain events of bankruptcy or insolvency with respect to the Partnership. If an event of default occurs and is continuing with respect to any series
of Notes, the trustee or the holders of not less than 25% in principal amount of such series of Notes outstanding may declare such Notes to be due and payable. Upon such a declaration, such principal amount will become due and payable immediately.
If an event of default relating to certain events of bankruptcy, insolvency or reorganization with respect to the Partnership occurs and is continuing, the principal amount of such Notes outstanding will become immediately due and payable without
any declaration or other act on the part of the trustee or any holders of such Notes.
Other material terms of the Notes and the Indenture
are described in the prospectus supplement dated October 5, 2016, as filed by the Partnership with the Securities and Exchange Commission on October 7, 2016. The foregoing descriptions of the Base Indenture, the Third Supplemental
Indenture, the Fourth Supplemental Indenture and the Fifth Supplemental Indenture do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, copies of which are filed herewith as Exhibits 4.1,
4.2, 4.3 and 4.4, respectively, and are incorporated herein by reference.