0001225208-14-009760.txt : 20140402 0001225208-14-009760.hdr.sgml : 20140402 20140402163354 ACCESSION NUMBER: 0001225208-14-009760 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140331 FILED AS OF DATE: 20140402 DATE AS OF CHANGE: 20140402 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DCP Midstream Partners, LP CENTRAL INDEX KEY: 0001338065 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 030567133 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 370 17TH STREET STREET 2: SUITE 2500 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-633-2900 MAIL ADDRESS: STREET 1: 370 17TH STREET STREET 2: SUITE 2500 CITY: DENVER STATE: CO ZIP: 80202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DCP LP Holdings, LLC CENTRAL INDEX KEY: 0001346092 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32678 FILM NUMBER: 14738559 BUSINESS ADDRESS: STREET 1: 370 17TH STREET STREET 2: SUITE 2500 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303.633.2900 MAIL ADDRESS: STREET 1: 370 17TH STREET STREET 2: SUITE 2500 CITY: DENVER STATE: CO ZIP: 80202 FORMER NAME: FORMER CONFORMED NAME: DCP LP Holdings, LP DATE OF NAME CHANGE: 20051205 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DCP MIDSTREAM, LLC CENTRAL INDEX KEY: 0001119811 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32678 FILM NUMBER: 14738560 BUSINESS ADDRESS: STREET 1: 370 SEVENTEENTH STREET STREET 2: SUITE 2775 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3035953331 MAIL ADDRESS: STREET 1: 370 SEVENTEENTH STREET STREET 2: SUITE 2500 CITY: DENVER STATE: CO ZIP: 80202 FORMER NAME: FORMER CONFORMED NAME: DUKE ENERGY FIELD SERVICES, LLC DATE OF NAME CHANGE: 20080124 FORMER NAME: FORMER CONFORMED NAME: DCP MIDSTREAM, LLC DATE OF NAME CHANGE: 20080124 FORMER NAME: FORMER CONFORMED NAME: DUKE ENERGY FIELD SERVICES LLC DATE OF NAME CHANGE: 20000720 4 1 doc4.xml X0306 4 2014-03-31 0001338065 DCP Midstream Partners, LP DPM 0001119811 DCP MIDSTREAM, LLC 370 17TH STREET SUITE 2500 DENVER CO 80202 1 0001346092 DCP LP Holdings, LLC 370 17TH STREET SUITE 2500 DENVER CO 80202 1 owner Common Units 2014-03-31 4 P 0 2098674.0000 0.0000 A 2098674.0000 D Common Units 2014-03-31 4 P 0 1399116.0000 0.0000 A 20223754.0000 I DCP LP Holdings, LLC Common Units 2014-03-31 4 P 0 999368.0000 0.0000 A 1887618.0000 I DCP Midstream GP, LP On March 31, 2014, in connection with the closing of the transactions contemplated by the Contribution Agreement, dated February 25, 2014, among DCP LP Holdings, LLC ("Holdings"), DCP Midstream GP, LP (the "General Partner"), DCP Midstream, LLC ("Midstream"), and DCP Midstream Partners, LP, the Reporting Persons and certain of their affiliates contributed to the Issuer (i) a 33.33% membership interest in each of two separate NGL pipeline entities, DCP Southern Hills Pipeline, LLC and DCP Sand Hills Pipeline, LLC and (ii) the remaining 20% interest in DCP SC Texas GP, an entity in which the Issuer now owns 100% of the outstanding partnership interests. The consideration for the contribution consisted of $895 million in cash and the issuance of Common Units with an aggregate value of $225 million as follows: 1,399,166 Common Units to Holdings, 999,368 Common Units to the General Partner, and 2,098,674 Common Units to Midstream. Midstream, as managing member of Holdings, may be deemed to beneficially own indirectly all of the Common Units reported, but it disclaims such beneficial ownership except to the extent of its pecuniary interest therein. Midstream, as sole member of the general partner of the General Partner, may be deemed to beneficially own indirectly all of the Common Units reported, but it disclaims such beneficial ownership except to the extent of its pecuniary interest therein. Holdings disclaims beneficial ownership of the Common Units beneficially owned directly by the General Partner except to the extent of its pecuniary interest therein. /s/ Brent L. Backes Group Vice President, General Counsel & Corporate Secretary of DCP Midstream, LLC 2014-04-02 /s/ Brent L. Backes, Group Vice President, General Counsel & Corporate Secretary of DCP LP Holdings, LLC 2014-04-02