UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported): March 7, 2007
DCP
MIDSTREAM PARTNERS, LP
(Exact
name of registrant as specified in its charter)
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DELAWARE
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001-32678
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03-0567133
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(State
or other jurisdiction of
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(Commission
File Number)
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(IRS
Employer
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incorporation)
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Identification
No.)
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370
17th Street, Suite 2775
Denver,
Colorado 80202
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (303)
633-2900
(Former
name or former address, if changed since last report.)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
£ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
£ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
£ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
£ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry into a Material Agreement.
On
March
7, 2007, DCP Midstream Partners, LP (the “Partnership”) entered into a Purchase
and Sale Agreement (the “Purchase Agreement”) with Anadarko Gathering Company
(“AGC”) and Anadarko Energy Services Company (“AESC”; AGC and AESC collectively
called “Seller”). Under the terms and conditions of the Purchase Agreement, the
Partnership will acquire from Seller certain natural gas gathering and
compression assets (collectively the “Assets”) located in Grady, Garvin, and
McClain Counties in Oklahoma (the “Acquisition”).
The
Partnership will pay Seller a purchase price of $180.25 million in cash for
the
Assets, subject to certain customary purchase price adjustments. The Purchase
Agreement contains customary representations, warranties and covenants. The
Acquisition is expected to close on May 9, 2007, subject to the satisfaction
of
various closing conditions, including, among others the termination of any
applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended and the closing of EXCO Resources, Inc.’s acquisition of
Anadarko Petroleum Corporation’s production and leases dedicated to these
midstream assets, which was announced on February 2, 2007.
In
connection with the execution of the Purchase Agreement, the Partnership
deposited with Seller an earnest money deposit (the “Deposit”) in the amount of
$9,012,500 to be applied against the purchase price at closing or, if Seller
terminates the Purchase Agreement because the Partnership has materially
breached the Partnership’s representations, warranties or covenants under the
Purchase Agreement, to be retained by Seller, as its sole and exclusive remedy,
as liquidated damages. If the Purchase Agreement is terminated for any reason
other than stated in the preceding sentence, Seller is obligated to return
the
Deposit to the Partnership.
Item
7.01 Regulation
FD Disclosure.
On
March
7, 2007, DCP Midstream Partners, LP (the “Partnership”) issued a press release
announcing the signing of the Purchase Agreement. A copy of the press release
is
being furnished and is attached as Exhibit 99.1 hereto and incorporated into
this Item 7.01 by reference. In accordance with General Instruction B.2 of
Form
8-K, the press release shall not be deemed “filed” for the purpose of Section 18
of the Exchange Act of 1934, as amended, 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 of 1933 or Exchange Act
of
1934, each as amended, except as shall be expressly set forth by specific
reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Description
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Exhibit
99.1
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Press
Release dated March 7, 2007.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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DCP
MIDSTREAM PARTNERS, LP
By:
DCP
MIDSTREAM GP, LP
its
General Partner
By:
DCP
MIDSTREAM GP, LLC
its
General Partner
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By: |
/s/
Michael S. Richards
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Name:
Michael S. Richards
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Title:
Vice President, General Counsel and Secretary
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March
13, 2007
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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Exhibit
99.1
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Press
Release dated March 7, 2007.
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