Item 1.01
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Entry into a Material Definitive Agreement.
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Seventh Supplemental Indenture
On
May 3, 2019, Boardwalk Pipelines, LP (Boardwalk Pipelines), a wholly-owned subsidiary of Boardwalk Pipeline Partners, LP a Delaware limited partnership (the Partnership), completed its offering of $500.0 million in
aggregate principal amount of 4.80% senior unsecured notes due 2029 (the Notes) which are fully and unconditionally guaranteed on a senior unsecured basis by the Partnership.
The Notes were issued pursuant to an indenture, dated as of August 21, 2009 (the Base Indenture), between Boardwalk
Pipelines, as issuer, the Partnership, as guarantor, and The Bank of New York Mellon Trust Company, as trustee (the Trustee), as amended and supplemented by the Seventh Supplemental Indenture, dated May 3, 2019 (the Seventh
Supplemental Indenture and together with the Base Indenture, the Indenture). A copy of the Seventh Supplemental Indenture is filed as Exhibit 4.1 to this report and is incorporated by reference herein.
Interest on the Notes will be payable in arrears on May 3 and November 3 of each year they are outstanding, beginning on
November 3, 2019. Boardwalk Pipelines may redeem the Notes, in whole or in part, at any time prior to February 3, 2029 at a redemption price equal to the greater of 100% of the principal amount of the Notes to be redeemed or the make
whole redemption price, plus accrued and unpaid interest, if any, to the date of redemption. Boardwalk Pipelines may redeem the Notes, in whole or in part, at any time and from time to time on or after February 3, 2029 at a redemption
price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to the redemption date.
The Indenture contains covenants that will limit the ability of Boardwalk Pipelines, and its subsidiaries to, among other things, create
liens, enter into sale-leaseback transactions, sell assets or merge with other entities. The Indenture does not restrict Boardwalk Pipelines or its subsidiaries from incurring additional indebtedness, paying distributions on its equity interests or
purchasing or redeeming their equity interests, nor does it require the maintenance of any financial ratios or specified levels of net worth or liquidity. In addition, the Indenture does not contain any provisions that would require Boardwalk
Pipelines to repurchase or redeem or otherwise modify the terms of the Notes upon a change in control or other events involving Boardwalk Pipelines. Events of default under the Indenture include (i) a default in the payment of principal of the
Notes or, following a period of 30 days, of interest, (ii) a breach of Boardwalk Pipelines covenants or warranties under the Indenture or the Partnerships under its guarantee, (iii) certain events of bankruptcy, insolvency or
liquidation involving Boardwalk Pipelines, the Partnership or any Significant Subsidiary (as defined in the Indenture) and (iv) any payment default or acceleration of indebtedness of Boardwalk Pipelines, the Partnership or any subsidiary of
Boardwalk Pipelines if the total amount of such indebtedness unpaid or accelerated exceeds $50.0 million.