Delaware | 001-32678 | 03-0567133 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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: | |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
(d) Exhibits. | ||
Exhibit Number | Description | |
2.1 | * | Second Amendment to Contribution Agreement, dated March 28, 2014, among DCP LP Holdings, LLC, DCP Midstream GP, LP, DCP Midstream, LLC, and DCP Midstream Partners, LP. |
10.1 | Second Amendment to Services Agreement, dated March 31, 2014, by and between DCP Midstream Partners, LP and DCP Midstream, LP. | |
99.1 | Press Release, dated April 1, 2014. | |
* Pursuant to Item 601(b)(2) of Regulation S-K, the Partnership agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request. |
Dated: April 2, 2014 | DCP MIDSTREAM PARTNERS, LP | ||
By: DCP MIDSTREAM GP, LP | |||
its General Partner | |||
By: DCP MIDSTREAM GP, LLC | |||
its General Partner | |||
By: /s/ Michael S. Richards | |||
Name: Michael S. Richards | |||
Title: Vice President, General Counsel, and Secretary |
Exhibit Number | Description | |
2.1 | * | Second Amendment to Contribution Agreement, dated March 28, 2014, among DCP LP Holdings, LLC, DCP Midstream GP, LP, DCP Midstream, LLC, and DCP Midstream Partners, LP. |
10.1 | Second Amendment to Services Agreement, dated March 31, 2014, by and between DCP Midstream Partners, LP and DCP Midstream, LP. | |
99.1 | Press Release, dated April 1, 2014. | |
* Pursuant to Item 601(b)(2) of Regulation S-K, the Partnership agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request. |
A. | HOLDINGS, GP, MIDSTREAM and MLP are parties to that certain Contribution Agreement dated February 25, 2014 (the “Contribution Agreement”). |
B. | The Contribution Agreement was amended by the First Amendment to Contribution Agreement dated February 27, 2014. |
C. | The parties desire to further amend the Contribution Agreement as provided herein. |
1. | Schedule 1.1(d) (concerning Reserved Liabilities) to the Contribution Agreement is hereby replaced with the Schedule 1.1(d) that is attached hereto as Attachment I. |
2. | Section 2.1(c) to the Contribution Agreement is hereby deleted in its entirety. |
3. | Schedule 4.6 (concerning Litigation) to the Contribution Agreement is hereby replaced with the Schedule 4.6 that is attached hereto as Attachment II. |
4. | Schedule 4.21 (concerning Financial Statements) to the Contribution Agreement is hereby replaced with the Schedule 4.21 that is attached hereto as Attachment III. |
5. | Section 8.1 of the Contribution Agreement is amended to change the Closing Date to March 31, 2014. |
6. | Except as modified and amended herein, the terms and provisions of the Contribution Agreement shall remain in full force and effect. |
7. | This Amendment may be signed in any number of counterparts, all of which together shall constitute a single signed original. Facsimiles and photocopies of this Amendment shall have the same force and effect as a signed original. |
A. | The Parties entered into that certain Services Agreement dated as of February 14, 2013, as amended by the First Amendment to Services Agreement dated as of August 5, 2013 (the “Services Agreement”) (capitalized terms used but not defined herein shall have the meaning given thereto in the Services Agreement). |
B. | The Parties desire to amend the Services Agreement to increase the G&A Expenses Limit as provided for in Section 2.5 of the Services Agreement to account for the sale of the Membership Interests in DCP Lucerne 1 Plant LLC and DCP Lucerne 2 Plant LLC in a Purchase and Sale Agreement dated as of February 25, 2014 from Service Provider or one of its Affiliates to the Owner (the “PSA”) and the sale of the Membership Interests in DCP SC Texas Holdings LLC, DCP Pipeline Holding LLC and its 33.330% interest in DCP Southern Hills Pipeline, LLC from Service Provider or one of its Affiliates to the Owner in a Contribution Agreement dated as of February 25, 2014 (the “CA”) which are referred to together herein and in Schedule A as “Project Onyx”. |
1. | Services Agreement Schedule Amendment. Schedule A to the Services Agreement is replaced with the Schedule A attached hereto as Attachment I. |
2. | Acknowledgement. Except as amended hereby, the Services Agreement shall remain in full force and effect as previously executed, and the Parties hereby ratify the Services Agreement as amended hereby. |
3. | Counterparts. This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties hereto and delivered (including by facsimile) to the other Parties. |
• | A one-third interest in the 720-mile, fee-based Sand Hills natural gas liquids (NGL) pipeline, transporting NGLs from both DCP and third party plants in the Permian Basin and Eagle Ford Shale to facilities along the Texas Gulf Coast and the Mont Belvieu market hub. |
• | A one-third interest in the 800-mile, fee-based Southern Hills NGL pipeline, providing NGL takeaway service from the Midcontinent to the Mont Belvieu market hub. |
• | The remaining 20 percent interest in the Eagle Ford system, bringing the Partnership's ownership interest to 100 percent. |
• | Lucerne 1, a 35 million cubic feet per day (MMcf/d) cryogenic natural gas processing plant located in the DJ Basin. The plant includes a long-term fee-based processing agreement with DCP Midstream providing a fixed demand charge, along with a throughput fee on all volumes processed. |
MEDIA RELATIONS: | Lisa Newkirk |
Phone: | 303-605-1837 |
24-Hour: | 303-829-1953 |
INVESTOR RELATIONS: | Andrea Attel |
Phone: | 303-605-1741 |