bwp-20210527

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 even reported)		May 27, 2021


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 May 27, 2021, Boardwalk Pipeline Partners, LP (the "Company") and certain of its wholly-owned subsidiaries entered into a Master Assignment and Amendment No. 3 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 (i) decrease the borrowing capacity from $1.5 billion to $1.0 billion (which may be increased by up to $500.0 million to $1.5 billion at the Company’s election provided certain conditions, including the receipt of additional lender commitments, are met), (ii) extend the maturity date to May 27, 2026, although the maturity date may be further extended for a one year period at the Company’s election (which extension election may be exercised no more than twice), and (iii) provide for a transition from interest rates based on the Eurodollar Rate, currently considered the London Interbank Offered Rate, to interest rates based on variants of the Secured Overnight Financing Rate as needed.

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 included in 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.

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.

BOARDWALK PIPELINE PARTNERS, LP

By: BOARDWALK GP, LP,

its general partner

By: BOARDWALK GP, LLC,

its general partner

By: /s/ Jamie L. Buskill

Jamie L. Buskill

Senior Vice President, Chief Financial and

Administrative Officer, Treasurer and Director


Exhibit No.						Description

10.1						Master Assignment and Amendment No. 3 to Third Amended and Restated Revolving Credit Agreement, dated as of May 27, 2021, 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)