If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
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The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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1.
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Name of Reporting Person
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Boardwalk Pipelines Holding Corp.
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2.
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Check the Appropriate Box if a Member of a Group
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(a)
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¨
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(b)
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¨
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3.
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SEC Use Only
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4.
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Source of Funds
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WC
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5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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6.
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Citizenship or Place of Organization
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Delaware
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Number of Shares Beneficially
Owned by Each Reporting
Person With
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7.
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Sole Voting Power
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250,296,782
(1)
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8.
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Shared Voting Power
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None
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9.
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Sole Dispositive Power
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250,296,782
(1)
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10.
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Shared Dispositive Power
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None
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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250,296,782
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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13.
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Percent of Class Represented by Amount in Row (11)
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100.0%
(2)
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14.
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Type of Reporting Person
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CO HC
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(1)
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Includes 124,710,649 Common Units that may be deemed to be beneficially owned by Boardwalk Pipelines Holding Corp. (“BPHC”)
based on the right of Boardwalk GP, LP (the “General Partner”) to acquire voting and investment power over such Common
Units on July 18, 2018 as a result of the Transaction (as defined in Item 4 of this statement, as amended).
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(2)
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Based on 250,296,782 Common Units Outstanding as of March 31, 2018.
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1.
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Name of Reporting Person
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Loews Corporation
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2.
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Check the Appropriate Box if a Member of a Group
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(a)
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¨
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(b)
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¨
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3.
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SEC Use Only
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4.
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Source of Funds
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WC
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5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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6.
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Citizenship or Place of Organization
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Delaware
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Number of Shares Beneficially
Owned by Each Reporting
Person With
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7.
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Sole Voting Power
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250,296,782
(1)
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8.
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Shared Voting Power
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None
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9.
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Sole Dispositive Power
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250,296,782
(1)
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10.
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Shared Dispositive Power
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None
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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250,296,782
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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13.
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Percent of Class Represented by Amount in Row (11)
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100.0%
(2)
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14.
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Type of Reporting Person
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CO HC
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(1)
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Includes 124,710,649 Common Units that may be deemed to be beneficially owned by Loews Corporation (“Loews”) based
on the right of the General Partner to acquire voting and investment power over such Common Units on July 18, 2018 as a result
of the Transaction.
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(2)
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Based on 250,296,782 Common Units Outstanding as of March 31, 2018.
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Item 3. Source and Amount of Funds or
Other Consideration
Item 3 is hereby amended by the addition
of the following paragraph:
The Reporting Persons estimate that
approximately $1.50 billion in cash will be required to acquire all of the issued and outstanding Common Units not
owned by the General Partner (as defined in Item 4) or its affiliates, including related fees and expenses, pursuant to the
Transaction (as defined in Item 4 of this Schedule 13D). The General Partner intends to use a cash contribution by BPHC and
Loews to finance the purchase of such Common Units in the Transaction. BPHC and Loews intend to use cash on hand to fund the
contribution to the General Partner.
Item 4. Purpose of Transaction
Item 4 is hereby amended by deleting the
text thereof in its entirety and replacing it with the following:
As described in Item 5 of this Schedule
13D, BPHC currently beneficially owns 125,586,133 common units, or approximately 50.2%, of the Common Units of the Issuer. In addition,
as described in Item 2 of this Schedule 13D, BPHC directly or indirectly owns 100% of Boardwalk GP, LP, the general partner of
the Issuer (the “General Partner”), and Boardwalk GP, LLC, the general partner of the General Partner (“GPLLC”).
By virtue of its ownership of the Common Units covered by this Schedule 13D and, directly and indirectly, 100% of each of the General
Partner and GPLLC, BPHC has the power to elect the entire Board of Directors of GPLLC, which serves as the Issuer’s board
of directors. By virtue of its ownership of 100% of BPHC, Loews has the power to elect the entire Board of Directors of, and otherwise
control, BPHC. As of the date of this Amendment No. 10 to Schedule 13D, of the eight directors of GPLLC, two are executive officers
of Loews, one is a Senior Adviser and former executive officer of Loews, and one is a retired executive officer of Loews.
The Reporting Persons regularly review
the Issuer’s business, performance, financial condition, results of operations and anticipated future developments and prospects,
as well as general economic conditions and existing and anticipated market and industry conditions and trends affecting the Issuer.
The Reporting Persons regularly discuss such matters with the Issuer’s management and the Board of Directors of GPLLC, either
directly or through Board participation. As a result of these or other factors and any such discussions, the Reporting Persons
consider, study, formulate and actively participate in any plans or proposals regarding the Issuer, including any of the actions
or transactions enumerated in clauses (a) through (j) of Item 4 of Schedule 13D.
Pursuant to the Issuer’s Third Amended
and Restated Agreement of Limited Partnership, dated as of June 17, 2008, as amended (the “Limited Partnership Agreement”),
the General Partner has the right to call and purchase all, but not less than all, of the issued and outstanding Common Units not
owned by the General Partner or its affiliates (the “Subject Units”) at a formula price provided for in the Limited
Partnership Agreement (and described below), if the General Partner and its affiliates own more than 50% in the aggregate of the
outstanding Common Units and any other classes of limited partner interests, and the General Partner receives an opinion of counsel
stating that the Issuer’s nature as a pass-through entity for tax purposes has, or will reasonably likely in the future have,
a material adverse effect on the maximum applicable rate that can be charged to customers by subsidiaries of the Issuer that are
regulated interstate natural gas pipelines. The foregoing purchase right by the General Partner has been included in the Limited
Partnership Agreement since the time the Issuer’s Common Units were sold to the public in November 2005.
On June 29, 2018, after the General Partner
received the requisite opinion of counsel and BPHC determined to cause the General Partner to exercise the purchase right under
the Limited Partnership Agreement, the Issuer and Loews each issued a press release announcing that, in accordance with the terms
of the Limited Partnership Agreement, the General Partner will acquire the Subject Units on July 18, 2018, at a price per Subject
Unit equal to $12.06 in cash (the “Purchase Price”), without interest thereon (the “Transaction”). The
Purchase Price is equal to the average of the daily closing prices per Common Unit on the New York Stock Exchange for the 180 consecutive
trading days ending on June 29, 2018. A Notice of Election to Purchase will be mailed to the holders of record of Common Units,
as required under the Limited Partnership Agreement.
The purpose of the Transaction is for Loews
and BPHC, through their subsidiaries, to acquire all of the Common Units not already owned by Loews and BPHC and their subsidiaries.
The Subject Units currently represent approximately 49.8% of the issued and outstanding Common Units. Upon the consummation of
the Transaction, the General Partner will directly own approximately 49.8% of the issued and outstanding Common Units and accordingly,
the Reporting Persons will increase their aggregate ownership of the Common Units from approximately 50.2% of the issued and outstanding
Common Units to 100% of the issued and outstanding Common Units. Upon the consummation of the Transaction, there will be no public
market for the Common Units and no holders of the Common Units other than the Reporting Persons. Following the consummation of
the Transaction, the Reporting Persons intend to cause the Common Units to be delisted from the New York Stock Exchange and to
terminate the registration of the Common Units under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The Reporting Persons presently expect
that the Subject Units will be retained following the consummation of the Transaction, at which time the Issuer will become a wholly
owned indirect subsidiary of the Reporting Persons. The Reporting Persons expressly reserve the right to make any changes to their
plans concerning the Issuer or the Subject Units that they deem appropriate following the Transaction, which could include the
acquisition or disposition of additional securities of the Issuer, a merger, reorganization or other extraordinary transaction
involving the Issuer or its subsidiaries, changes to the present board of directors or management of the Issuer, changes to the
Issuer’s corporate structure, present capitalization or dividend policy and/or changes to the Limited Partnership Agreement,
or other actions similar to the foregoing.
Item 5. Interest in Securities of the
Issuer
Item 5 is hereby amended by deleting the
text thereof in its entirety and replacing it with the following:
The beneficial ownership percentage of
the Reporting Persons is calculated based on 250,296,782 Common Units of the Issuer outstanding (as reported in the Issuer’s
quarterly report on Form 10-Q for the quarter ended March 31, 2018).
BPHC currently has sole power to vote or
to direct the vote and sole power to dispose or to direct the disposition of 125,586,133 Common Units, which represent approximately
50.2% of the outstanding Common Units. By virtue of its ownership of all of the outstanding common stock of BPHC, Loews may be
deemed to possess indirect beneficial ownership of the Common Units beneficially owned by BPHC and may be deemed to possess the
power to vote or direct the vote and the power to dispose of or direct the disposition of the Common Units beneficially owned by
BPHC. By virtue of the General Partner’s right to acquire voting and investment power over the Subject Units on July 18,
2018 pursuant to the Transaction, and by virtue of BPHC’s and Loews’s direct or indirect ownership of 100% of the General
Partner, BPHC and Loews may be deemed to be the beneficial owners of the Subject Units, numbering 124,710,649 Common Units, and,
together with the Common Units that BPHC and Loews may currently be deemed to beneficially own, representing 100.0% of the outstanding
Common Units.
BPHC has the sole right to receive and
the sole power to direct the receipt of distributions from, or the proceeds from the sale of, 125,586,133 Common Units. By virtue
of its ownership of all of the outstanding common stock of BPHC, Loews may be deemed to possess indirect beneficial ownership of
the Common Units beneficially owned by BPHC and may be deemed to possess the power to receive and the sole power to direct the
receipt of distributions from, or the proceeds from the sale of, the Common Units beneficially owned by BPHC. By virtue of the
General Partner’s right to acquire the power to receive and the sole power to direct the receipt of distributions from the
Subject Units on July 18, 2018 pursuant to the Transaction, and by virtue of BPHC’s and Loews’s direct or indirect
ownership of 100% of the General Partner, BPHC and Loews may be deemed to be the beneficial owners of the Subject Units, numbering
124,710,649 Common Units, and, together with the Common Units that BPHC and Loews may currently be deemed to beneficially own,
representing 100.0% of the outstanding Common Units.
SIGNATURES
After reasonable inquiry and to the best
of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
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BOARDWALK PIPELINES HOLDING CORP.
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Dated: June 29, 2018
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By:
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/s/ Marc A. Alpert
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Marc A. Alpert
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Vice President and Secretary
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LOEWS CORPORATION
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Dated: June 29, 2018
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By:
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/s/ Marc A. Alpert
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Marc A. Alpert
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Senior Vice President, General Counsel and Secretary
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