Item 1.01
Entry into a Material Definitive Agreement
On
June 7, 2017, Spectra Energy Partners, LP (the “Partnership”) completed the public offering of $400 million aggregate
principal amount of the Partnership’s floating rate senior notes due 2020 (the “Notes”) at a price to the public
of 100% of the face amount of the Notes.
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 the Third Supplemental Indenture,
dated as of June 30, 2014 (the “Third Supplemental Indenture”), between the Partnership and the Trustee, and the Sixth
Supplemental Indenture, dated as of June 7, 2017 (the “Sixth Supplemental Indenture”), between the Partnership and
the Trustee, setting forth the specific terms applicable to the Notes. The Base Indenture, as amended and supplemented by the Third
Supplemental Indenture and the Sixth Supplemental Indenture, is referred to herein as the “Indenture.” The Notes will
bear interest at a rate of the three-month LIBOR (as defined in the Indenture) plus 0.70% per annum (70 basis points) for the applicable
interest period. Interest on the Notes will accrue from June 7, 2017 and will be payable quarterly in arrears on March 5, June
5, September 5 and December 5 of each year, commencing on September 5, 2017.
The
interest rate applicable to each interest period commencing on the related interest reset date, or the original issue date in the
case of the initial interest period, will be the rate determined as of the applicable interest determination date. The “interest
determination date” will be the second London business day immediately preceding the original issue date, in the case of
the initial interest period, or thereafter, the second London business day immediately preceding such interest reset date. The Notes
will mature on June 5, 2020, at par.
The
Notes are not redeemable prior to maturity.
The
Notes rank equally in right of payment with all of the Partnership’s existing and future senior indebtedness, effectively
junior in right of payment to the Partnership’s 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
Partnership’s 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 June 2, 2017, as filed by the Partnership with
the Securities and Exchange Commission on June 6, 2017. The foregoing descriptions of the Base Indenture, the Third Supplemental
Indenture, and the Sixth 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 and 4.3, respectively, and are incorporated
herein by reference.