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| SE > SEC Filings for SE > Form 8-K on 28-Aug-2009 | All Recent SEC Filings |
28-Aug-2009
Entry into a Material Definitive Agreement, Creation of a Direct Financial O
On August 25, 2009, Spectra Energy Capital, LLC ("Spectra Capital"), a wholly owned subsidiary of Spectra Energy Corp, ("Spectra Energy"), and Spectra Energy entered into an underwriting agreement with RBS Securities Inc., Credit Suisse Securities (USA) LLC, SunTrust Robinson Humphrey, Inc. and UBS Securities LLC, as representatives of the several underwriters named therein (the "Underwriters"), pursuant to which Spectra Capital agreed to issue and sell to the Underwriters $300,000,000 aggregate principal amount of Spectra Capital's 5.65% Senior Notes due 2020 (the "Notes") to be fully and unconditionally guaranteed on a senior unsecured basis by Spectra Energy. The issuance and sale of the Notes to the Underwriters is expected to close, subject to standard closing conditions, on August 28, 2009, following the filing of this Form 8-K.
The disclosure in this Item 1.01 is qualified in its entirety by the provisions of the Underwriting Agreement, which is attached hereto as Exhibit 1.1. Such exhibit is incorporated herein by reference.
On August 28, 2009, Spectra Capital will complete a public offering of the Notes, which are to be issued under the Indenture dated as of April 1, 1998 between Spectra Capital (formerly known as Duke Capital LLC and successor to Duke Capital Corporation), as issuer, and The Bank of New York Mellon Trust Company, N.A. (successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank)), a national banking association, as trustee (the "Trustee"), as amended from time to time, including by the Fifteenth Supplemental Indenture, dated as of August 28, 2009, between Spectra Capital, Spectra Energy and the Trustee (the "Supplemental Indenture"). In connection with the issuance and sale of the Notes, Spectra Energy is filing a legal opinion regarding the validity of the Notes as Exhibit 5.1 to this Form 8-K for the purpose of incorporating the opinion into Spectra Energy's Registration Statement No. 333-141982.
The disclosure in this Item 2.03 is qualified in its entirety by the provisions of the Supplemental Indenture, which is attached hereto as Exhibit 4.1. Such exhibit is incorporated herein by reference.
(d) Exhibits
Exhibit 1.1 Underwriting Agreement, dated as of August 25, 2009, among Spectra
Capital, Spectra Energy, RBS Securities Inc., Credit Suisse
Securities (USA) LLC, SunTrust Robinson Humphrey, Inc. and UBS
Securities LLC, as representatives of the several underwriters
named therein, in connection with Spectra Capital's issuance and
sale of $300,000,000 aggregate principal amount of 5.65% Senior
Notes due 2020.
Exhibit 4.1 Fifteenth Supplemental Indenture, dated as of August 28, 2009,
between Spectra Capital, Spectra Energy and The Bank of New York
Mellon Trust Company, N.A.
Exhibit 5.1 Opinion regarding validity of the Notes.
Exhibit 23.1 Consent (included as part of Exhibit 5.1).
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