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SE > SEC Filings for SE > Form 8-K on 28-Aug-2009All Recent SEC Filings

Show all filings for SPECTRA ENERGY CORP. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for SPECTRA ENERGY CORP.


28-Aug-2009

Entry into a Material Definitive Agreement, Creation of a Direct Financial O


Item 1.01. Entry into a Material Definitive Agreement.

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.



Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

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.




Item 9.01. Financial Statements and Exhibits.

(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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