On May 4, 2009, Spectra Energy Partners OLP, LP ("SEP OLP"), a wholly-owned subsidiary of Spectra Energy Partners, LP ("SEP"), completed the previously announced acquisition of all of the ownership interests of NOARK Pipeline System, Limited Partnership ("NOARK") from Atlas Pipeline Mid-Continent LLC ("APMC"), a wholly-owned subsidiary of Atlas Pipeline Partners, L.P. ("Atlas"), for total cash consideration of approximately $295 million, pursuant to a Securities Purchase Agreement, dated April 7, 2009, with APMC. NOARK's assets consist of 100% ownership interests in Ozark Gas Transmission, L.L.C. ("OGT") and Ozark Gas Gathering, L.L.C. ("OGG").

OGT is a 565-mile, Federal Energy Regulatory Commission regulated interstate natural gas transmission pipeline system that extends from southeast Oklahoma through Arkansas into southeast Missouri. OGT services natural gas production in the Arkoma basin and the Fayetteville Shale and offers access to important Midwest and Northeast markets. It also interconnects with the Texas Eastern interstate pipeline, an asset held by a wholly-owned subsidiary of Spectra Energy Corp ("Spectra Energy"), the indirect owner of SEP's general partner. OGG is a 365-mile, fee-based, state regulated natural gas gathering system located in eastern Oklahoma and western Arkansas.

SEP OLP financed the closing of the transaction using cash on hand and approximately $218 million borrowed under its existing credit facility and approximately $70 million borrowed under a credit agreement entered into on April 7, 2009 by SEP OLP, as borrower, and Spectra Energy Capital, LLC ("SE Capital"), as lender, a subsidiary of Spectra Energy (the "Credit Agreement"). SEP OLP's existing $500.0 million credit facility matures in July 2012 and provides for both term and revolving borrowings. Borrowings bear interest at the London Interbank Offered Rate plus an applicable margin dependent on the leverage level. Pending consummation of long term financing of the transaction, additional borrowings under the Credit Agreement may be incurred by SEP OLP to fund additional transaction costs or to repay amounts borrowed under its bank credit facility to fund the closing of the transaction. Borrowings under the Credit Agreement mature within 364 days and carry interest at an annual rate of 9.75%.

The description of SEP OLP's credit facility contained in this report is qualified in its entirety by reference to the credit facility filed as Exhibit 10.1 to SEP's Form S-1/A filed on June 4, 2007 which is incorporated by reference into this Item. The description of the Credit Agreement contained in this report is qualified in its entirety by reference to the Credit Agreement filed as Exhibit 10.2 to SEP's Form 8-K filed on April 7, 2009 which is incorporated by reference into this Item.

The information included or incorporated by reference in Item 1.01 above is incorporated by reference into this Item 2.03.

On May 4, 2009, SEP issued a press release announcing the closing of the transaction described above. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information furnished pursuant to this Item 2.01, including Exhibit 99.1, shall

(a) Financial Statements of Businesses Acquired.

As of the date of this report, the registrant has not determined whether financial statements or pro forma financial information are required to be filed pursuant to Item 9.01(a) and (b) of Form 8-K. If the registrant determines that such financial statements and pro forma financial information are required, it will file such financial statements and pro forma financial information by amendment to this Form 8-K within 71 calendar days following the date this Form 8-K is required to be filed.

(b) Pro Forma Financial Information.

The information provided under Item 9.01(a) is incorporated herein by reference.

(d) Exhibits

2.1    Securities Purchase Agreement, dated as of April 7, 2009, among Spectra
       Energy Partners OLP, LP, Atlas Pipeline Mid-Continent LLC, Atlas Pipeline
       Partners, L.P, solely as guarantor of Atlas Pipeline Mid-Continent LLC, and
       Spectra Energy Partners, LP, solely as guarantor of Spectra Energy Partners
       OLP, LP (filed as Exhibit 10.1 to Spectra Energy Partners, LP's Form 8-K on
       April 7, 2009).

10.2   Credit Agreement, dated as of April 7, 2009, between Spectra Energy Partners
       OLP, LP, as borrower, and Spectra Energy Capital, LLC, as lender (filed as
       Exhibit 10.2 to Spectra Energy Partners, LP's Form 8-K on April 7, 2009).

99.1   Press Release of Spectra Energy Partners, LP, dated May 4, 2009.