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CPNO > SEC Filings for CPNO > Form 8-K on 24-Oct-2012All Recent SEC Filings

Show all filings for COPANO ENERGY, L.L.C.

Form 8-K for COPANO ENERGY, L.L.C.


24-Oct-2012

Entry into a Material Definitive Agreement, Regulation FD Disclosure, Finan


Item 1.01 Entry into a Material Definitive Agreement.

On October 19, 2012, Copano Energy, L.L.C. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, Goldman, Sachs & Co. and RBC Capital Markets, LLC, as joint book-running managers and representatives ("Representatives") of the several underwriters named therein (the "Underwriters"), pursuant to which the Company sold 6,000,000 common units representing limited liability company interests in the Company (the "Common Units") at a price of $32.13 per Common Unit ($30.93 per Common Unit, net of underwriting discounts and commissions). Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 900,000 Common Units on the same terms as those Common Units sold by the Company. The Company's offering of Common Units has been registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a Registration Statement on Form S-3ASR (Registration No. 333-184485) of the Company, as supplemented by the Prospectus Supplement dated October 19, 2012 relating to the Common Units, filed with the Securities and Exchange Commission ("Commission") pursuant to Rule 424(b) of the Securities Act on October 19, 2012. Closing of the sale of the Common Units is scheduled for October 24, 2012.

The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Underwriters may be required to make because of any of those liabilities.

The Company intends to use the net proceeds from the offering, including the proceeds from any exercise of the underwriters' option to purchase additional common units, to repay a portion of the outstanding indebtedness under its revolving credit facility and expects to use the increased borrowing capacity as needed for capital projects, acquisitions, hedging, working capital and general corporate purposes. Affiliates of certain of the Underwriters (Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, Goldman, Sachs & Co., RBC Capital Markets, LLC, Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC) are lenders under the Company's revolving credit facility and, accordingly, will receive a portion of the proceeds from the offering in the form of repayment of borrowings under such credit facility. The Underwriters and their respective affiliates perform various financial advisory, investment banking and commercial banking services from time to time for the Company and its affiliates, for which they received or will receive customary fees and expense reimbursement.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to such Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.

Certain legal opinions relating to the Common Units are also filed herewith as Exhibits 5.1 and 8.1.



Item 7.01 Regulation FD Disclosure.

On October 19, 2012, the Company issued a press release announcing that it had priced the public offering described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 hereto.

In accordance with General Instruction B.2 of Form 8-K, the press release is deemed to be "furnished" and shall not be deemed "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.                                Description

    1.1       Underwriting Agreement, dated October 19, 2012, by and between Copano
              Energy, L.L.C. and Barclays Capital Inc., Merrill Lynch, Pierce,
              Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, Wells Fargo
              Securities, LLC, Goldman, Sachs & Co. and RBC Capital Markets, LLC,
              as Representatives of the several Underwriters named therein

    5.1       Opinion of Vinson & Elkins L.L.P.

    8.1       Opinion of Vinson & Elkins L.L.P. relating to tax matters

   23.1       Consents of Vinson & Elkins L.L.P. (included in Exhibits 5.1 and 8.1)

   99.1       Press Release, dated October 19, 2012, announcing pricing of public
              offering of Common Units


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