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): March 7, 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.
On
March
7, 2007, DCP Midstream Partners, LP (the “Partnership”) entered into a Purchase
and Sale Agreement (the “Purchase Agreement”) with Anadarko Gathering Company
(“AGC”) and Anadarko Energy Services Company (“AESC”; AGC and AESC collectively
called “Seller”). Under the terms and conditions of the Purchase Agreement, the
Partnership will acquire from Seller certain natural gas gathering and
compression assets (collectively the “Assets”) located in Grady, Garvin, and
McClain Counties in Oklahoma (the “Acquisition”).
The
Partnership will pay Seller a purchase price of $180.25 million in cash for
the
Assets, subject to certain customary purchase price adjustments. The Purchase
Agreement contains customary representations, warranties and covenants. The
Acquisition is expected to close on May 9, 2007, subject to the satisfaction
of
various closing conditions, including, among others the termination of any
applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended and the closing of EXCO Resources, Inc.’s acquisition of
Anadarko Petroleum Corporation’s production and leases dedicated to these
midstream assets, which was announced on February 2, 2007.
In
connection with the execution of the Purchase Agreement, the Partnership
deposited with Seller an earnest money deposit (the “Deposit”) in the amount of
$9,012,500 to be applied against the purchase price at closing or, if Seller
terminates the Purchase Agreement because the Partnership has materially
breached the Partnership’s representations, warranties or covenants under the
Purchase Agreement, to be retained by Seller, as its sole and exclusive remedy,
as liquidated damages. If the Purchase Agreement is terminated for any reason
other than stated in the preceding sentence, Seller is obligated to return
the
Deposit to the Partnership.
Item
7.01 Regulation
FD Disclosure.
On
March
7, 2007, DCP Midstream Partners, LP (the “Partnership”) issued a press release
announcing the signing of the Purchase 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.
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Exhibit
Number
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Description
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Exhibit
99.1
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Press
Release dated March 7, 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
By:
DCP
MIDSTREAM GP, LP
its
General Partner
By:
DCP
MIDSTREAM GP, LLC
its
General Partner
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/s/
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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March
13, 2007
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EXHIBIT INDEX
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Exhibit
Number
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Description
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Exhibit
99.1
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Press
Release dated March 7, 2007.
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March 7, 2007
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MEDIA AND INVESTOR RELATIONS
CONTACT:
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Karen Taylor
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Phone:
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303/633-2913
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24-Hour:
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303/809-9160
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DCP
MIDSTREAM PARTNERS TO ACQUIRE OKLAHOMA NATURAL GAS
GATHERING SYSTEM FOR $180.25 MILLION
DENVER– DCP Midstream
Partners, LP (NYSE: DPM; the Partnership) today announced an agreement to
acquire certain natural gas gathering and compression assets in Oklahoma from
Anadarko Petroleum Corporation (NYSE: APC) for $180.25 million in cash,
subject to customary purchase price adjustments.
The midstream assets have
historically gathered approximately 25 MMcf per day of production in Grady,
Garvin and McClain counties in Oklahoma and deliver the unprocessed gas to
a
third party for processing. The gathering system consists of approximately
225 miles of pipeline and 9,500 horsepower of compression. The assets will
be operated by the owner of the Partnership’s general partner, DCP Midstream,
LLC (formerly Duke Energy Field Services, LLC).
“This acquisition extends
DCP Midstream Partners’ footprint into the Midcontinent area and provides
operational synergies with assets currently owned and operated by DCP Midstream,
LLC,” said Mark Borer, president and CEO. “We are very pleased to add
these assets to our portfolio and to continue to deliver stable and consistent
growth to our unitholders.”
The natural gas is gathered
under percentage-of-proceeds arrangements where the Partnership’s processing
margin is related to the value of the natural gas liquids extracted during
processing and the residue natural gas remaining after processing. To
reduce the potential impact of fluctuations in commodity prices, the Partnership
plans to enter into hedging arrangements at closing.
-more-
- 2 -
The transaction is expected
to close in the second quarter of 2007, subject to customary closing conditions,
regulatory approval and the closing of EXCO Resources, Inc.’s acquisition of
Anadarko’s production and leases dedicated to these midstream assets, which was
announced on February 2, 2007. The Partnership intends to finance the
acquisition with a combination of borrowings under its existing credit facility
and issuance of Partnership equity.
DCP Midstream Partners,
LP
(NYSE: DPM) is a midstream master limited partnership that gathers, processes,
transports and markets natural gas and natural gas liquids and is a leading
wholesale distributor of propane. DCP Midstream Partners, LP is managed by
its
general partner, DCP Midstream GP, LLC, which is wholly owned by DCP Midstream,
LLC, a joint venture between Spectra Energy and ConocoPhillips. For more
information, visit the DCP Midstream Partners, LP Web site at
http://www.dcppartners.com.
This press release may
contain or incorporate by reference forward-looking statements as defined under
the federal securities laws regarding DCP Midstream Partners, LP, including
projections, estimates, forecasts, plans and objectives. Although
management believes that expectations reflected in such forward-looking
statements are reasonable, no assurance can be given that such expectations
will
prove to be correct. In addition, these statements are subject to certain
risks, uncertainties and other assumptions that are difficult to predict and
may
be beyond our control. If one or more of these risks or uncertainties
materialize, or if underlying assumptions prove incorrect, the Partnership’s
actual results may vary materially from what management anticipated, estimated,
projected or expected. Among the key risk factors that may have a direct
bearing on the Partnership’s results of operations and financial condition
are:
- the level and success of natural gas drilling around our assets and our ability to connect supplies to our gathering and processing systems in light of competition;
- our ability to grow through acquisitions, asset contributions from our parents, or organic growth projects, and the successful integration and future performance of such assets;
- our ability to access the debt and equity markets;
- fluctuations in oil, natural gas, propane and other NGL prices;
- our ability to purchase propane from our principal suppliers for our wholesale propane logistics business; and
- the credit worthiness of counterparties to our transactions.
-more-
- 3 -
Investors are encouraged
to closely consider the disclosures and risk factors contained in the
Partnership’s annual and quarterly reports filed from time to time with the
Securities and Exchange Commission. The Partnership undertakes no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise. Information
contained in this press release is unaudited, and is subject to
change.
-more-