Obligation Boardwalk Pipelines LP 3.375% ( US096630AC28 ) en USD

Boardwalk Pipelines LP

99.98 % ⇌

Etas-Unis

US096630AC28 ( en USD )

3.375% par an ( paiement semestriel )

31/01/2023 - Obligation échue

Prospectus brochure de l'obligation Boardwalk Pipelines LP US096630AC28 en USD 3.375%, échue

2 000 USD

300 000 000 USD

096630AC2

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

L'Obligation émise par Boardwalk Pipelines LP ( Etas-Unis ) , en USD, avec le code ISIN US096630AC28, paye un coupon de 3.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/01/2023

L'Obligation émise par Boardwalk Pipelines LP ( Etas-Unis ) , en USD, avec le code ISIN US096630AC28, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Boardwalk Pipelines LP ( Etas-Unis ) , en USD, avec le code ISIN US096630AC28, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
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424B2 1 d428743d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-166373
CALCULATION OF REGISTRATION FEE

Proposed Maximum
Title of Each Class of
Aggregate
Amount of
Securities To Be Registered

Offering Price

Registration Fee(1)
Debt Securities

$300,000,000
$40,920
(1) The filing fee, calculated in accordance with Rule 457(r), has been transmitted to the SEC in connection with the securities offered from Registration Statement File
No. 333-166373 by means of this prospectus supplement.
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PROSPECTUS SUPPLEMENT
(To Prospectus Dated April 29, 2010)

3.375% Senior Notes due 2023
Fully and unconditionally guaranteed by Boardwalk Pipeline Partners, LP

This is an offering by Boardwalk Pipelines, LP of $300,000,000 of 3.375% senior notes due 2023. Interest on the notes is payable on February 1 and August 1 of each year
beginning August 1, 2013. Interest on the notes will accrue from November 8, 2012. The notes will mature on February 1, 2023.
The notes will be redeemable, in whole or in part, at our option at any time, at a redemption price equal to the greater of 100% of the principal amount of the notes to be
redeemed or the "make-whole" redemption price, plus accrued and unpaid interest, if any, to the date of redemption.
The notes will be our senior unsecured obligations and will rank equally with all of our existing and future senior unsecured indebtedness. The notes will be fully and
unconditionally guaranteed by our parent, Boardwalk Pipeline Partners, LP. The guarantee will rank equally with all of the existing and future senior unsecured indebtedness of the
guarantor. The notes and the guarantee will be effectively subordinated to all of our subsidiaries' existing and future indebtedness and to all of our and the guarantor's future
secured indebtedness to the extent of the value of the assets securing such indebtedness.
Investing in the notes involves risk. Please read "Risk Factors" beginning on page S-8 of this prospectus supplement and on page 3 of the accompanying base
prospectus as well as the risk factors discussed in Boardwalk Pipeline Partners, LP's Annual Report on Form 10-K for the year ended December 31, 2011 and any risk
factors included in Boardwalk Pipeline Partners, LP's Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2012, June 30, 2012 and
September 30, 2012.

Public Offering
Underwriting
Proceeds to us

Price (1)

Discount

(before expenses) (1)
Per Note

99.973%

0.650%

99.323%
Total

$299,919,000
$1,950,000
$
297,969,000

(1) Plus accrued interest from November 8, 2012, if settlement date occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus supplement and the accompanying base prospectus are truthful or complete. Any representation to the contrary is a criminal offense.
The notes will not be listed on any national securities exchange or quoted on any automated quotation system. Currently, there is no public market for the notes.
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It is expected that delivery of the notes will be made to investors in registered book entry form only through the facilities of The Depository Trust Company on or about
November 8, 2012.

Joint Book-Running Managers

Barclays

Citigroup

Deutsche Bank Securities
Co-Managers

Mitsubishi UFJ Securities

Mizuho Securities

BB&T Capital Markets
Fifth Third Securities, Inc.

PNC Capital Markets LLC
November 5, 2012
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TABLE OF CONTENTS
Prospectus Supplement

Page
Summary

S-1
Risk Factors

S-8
Use of Proceeds

S-11
Capitalization

S-12
Description of the Notes

S-14
Certain United States Federal Income and Estate Tax Considerations

S-26
Underwriting

S-31
Legal Matters

S-33
Experts

S-33
Where You Can Find More Information

S-33
Forward-Looking Statements and Associated Risks

S-34
Base Prospectus

Page
About This Prospectus

1

About Boardwalk Pipeline Partners, LP

1

About Boardwalk Pipelines, LP

1

Where You Can Find More Information

1

Information We Incorporate by Reference

2

Risk Factors

3

Forward-Looking Statements and Associated Risks

3

Ratio of Earnings to Fixed Charges

4

Use of Proceeds

5

Description of the Common Units

6

How We Make Cash Distributions

9

Conflicts of Interest and Fiduciary Duties

18

The Partnership Agreement

25

Description of Debt Securities

39

Material Tax Consequences

50

Selling Unitholders

67

Legal Matters

68

Experts

68

This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and also adds to and updates information
contained in the accompanying base prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying base prospectus. The second
part is the accompanying base prospectus, which gives more general information about securities we may offer from time to time, some of which may not apply to this offering.
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Generally, when we refer to the "prospectus," we are referring to both parts combined. If information in this prospectus supplement differs or varies from the information in the
accompanying base prospectus, you should rely on the information in this prospectus supplement.
This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. See "Risk Factors" and
"Forward-Looking Statements and Associated Risks" in this prospectus supplement and the accompanying base prospectus.
You should rely only on the information contained in or incorporated by reference in this prospectus supplement and the accompanying base prospectus. Neither we nor the
underwriters have authorized anyone to

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provide you with additional or different information. We and the underwriters are not making an offer of the notes in any state or jurisdiction where the offer is not permitted. You
should not assume that the information contained in this prospectus supplement or the accompanying base prospectus or the information that is incorporated by reference herein is
accurate as of any date other than its respective date. Our business, financial condition, results of operation and cash flow may have changed since such dates. If any statement in
one of these documents is inconsistent with a statement in another document having a later date--for example, a document incorporated by reference in this prospectus supplement
or the accompanying base prospectus--the statement in the document having the later date modifies or supersedes the earlier statement.

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SUMMARY
This summary highlights information contained elsewhere in this prospectus supplement and the accompanying base prospectus. It does not contain all of the
information you should consider before making an investment decision. You should read the entire prospectus supplement, the accompanying base prospectus, the
documents incorporated by reference and the other documents to which we refer for a more complete understanding of this offering. Please read "Risk Factors"
beginning on page S-8 of this prospectus supplement and page 3 of the accompanying base prospectus as well as the risk factors discussed in Boardwalk Pipeline
Partners, LP's Annual Report on Form 10-K for the year ended December 31, 2011 and any risk factors included in Boardwalk Pipeline Partners, LP's Quarterly
Reports on Form 10-Q for the quarterly periods ended March 31, 2012, June 30, 2012 and September 30, 2012 for more information about important factors that you
should consider before buying notes in this offering.
References in this prospectus supplement to "Boardwalk Pipelines," "we," "our," "us" or similar terms, when used in the present tense or for historical periods,
refer to Boardwalk Pipelines, LP together, unless the context otherwise requires, with our operating subsidiaries. References in this prospectus to our "general partner"
refer to Boardwalk Operating GP, LLC. References in this prospectus to the "master partnership," "our parent," "the guarantor" or "Boardwalk Pipeline Partners"
refer to Boardwalk Pipeline Partners, LP. References to "Loews" refer to Loews Corporation, the ultimate parent company of the master partnership's general partner.
We are the wholly owned subsidiary of the master partnership and the master partnership has no operations other than through us.
Boardwalk Pipelines, LP
We are a wholly owned subsidiary of Boardwalk Pipeline Partners, LP. Our business is conducted by Gulf Crossing Pipeline Company LLC (Gulf Crossing), Gulf South
Pipeline Company, LP (Gulf South), Texas Gas Transmission, LLC (Texas Gas), Boardwalk Field Services, LLC, Petal Gas Storage, LLC, Hattiesburg Gas Storage Company
and Boardwalk Louisiana Midstream, LLC, formerly PL Midstream LLC (Boardwalk Louisiana Midstream) (together, the operating subsidiaries) and consists of integrated
natural gas and liquids pipeline and storage systems and natural gas and liquids gathering and processing. For a discussion of the Boardwalk Louisiana Midstream acquisition
please see "--Recent Developments--Acquisition of PL Midstream LLC." Boardwalk Pipelines Holding Corp. (BPHC), a wholly owned subsidiary of Loews Corporation
(Loews), owns 102.7 million of the master partnership's common units and all 22.9 million of the master partnership's class B units. Boardwalk GP, LP (Boardwalk GP), an
indirect wholly owned subsidiary of BPHC, holds the 2% general partner interest and all of the incentive distribution rights (IDRs) in the master partnership. As of November
1, 2012, the common units, class B units and general partner interest owned by BPHC represented approximately 55% of the master partnership's equity interests, excluding
the IDRs.
Our Business
Through our operating subsidiaries we own and operate three interstate natural gas pipeline systems, including integrated storage facilities. Our pipeline systems
originate in the Gulf Coast region, Oklahoma and Arkansas and extend northeasterly to the Midwestern states of Tennessee, Kentucky, Illinois, Indiana and Ohio. For the
twelve months ended September 30, 2012, our pipeline systems transported approximately 2.6 trillion cubic feet (Tcf) of natural gas. Average daily throughput on our
pipeline systems for the twelve months ended September 30, 2012 was approximately 6.9 billion cubic feet (Bcf). Our natural gas storage facilities are comprised of thirteen
underground storage fields located in four states with aggregate working gas capacity of approximately 186.0 Bcf.
Our transportation services consist of firm transportation, whereby the customer pays a capacity reservation charge to reserve pipeline capacity at certain receipt and
delivery points along our pipeline systems, plus a commodity and fuel charge on the volume of natural gas actually transported, and interruptible transportation,

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whereby the customer pays to transport gas only when capacity is available and used. Our storage services consist of firm storage services, whereby the customer reserves
and pays for a specific amount of storage capacity, including injection and withdrawal rights, for a specified period of time, and interruptible storage and parking and lending
services, for which the customer pays to store gas only when capacity is available and used.
We are not in the business of buying and selling natural gas, other than for system management purposes, but changes in natural gas prices impact the volume of gas
transported and stored on our systems, as well as the amount and value of gas used or retained by us for fuel, all of which impact our financial performance. Our operating
costs and expenses typically do not vary significantly based upon the amount of gas transported, with the exception of fuel consumed at our compressor stations, which is
included in "Fuel and gas transportation expenses" on our Condensed Consolidated Statements of Income.
The majority of our transportation revenues are derived from capacity reservation charges under firm agreements, which typically have multi-year terms. Our customers'
obligations to pay contractual reservation charges are not impacted by the volume of natural gas they actually transport. The majority of our storage revenues are derived from
capacity reservation charges under firm storage agreements. Unlike our transportation contracts, firm storage agreements tend to be of a shorter term, primarily due to market
alternatives and the needs of our customers.
Recent Developments
Acquisition of PL Midstream LLC
On October 1, 2012, Boardwalk Acquisition Company, LLC (Boardwalk Acquisition Company), a joint venture between Boardwalk Pipelines and BPHC, acquired PL
Midstream LLC from PL Logistics LLC for $625.0 million in cash, subject to customary adjustments. Boardwalk Acquisition Company funded the acquisition with proceeds
from a $225.0 million, five-year term loan and equity contributions from Boardwalk Pipelines and BPHC. Boardwalk Pipelines contributed $147.6 million and owned 35%
of Boardwalk Acquisition Company's equity interests, while BPHC contributed $269.2 million and owned 65% of Boardwalk Acquisition Company.
On October 15, 2012, Boardwalk Pipelines acquired the remaining ownership interests in Boardwalk Acquisition Company for $269.2 million in cash. The purchase
price was funded through the issuance and sale of common units by the master partnership. The transaction will be accounted for as a transaction between entities under
common control, which requires us to fully consolidate Boardwalk Acquisition Company from the date of its formation, or August 16, 2012. We subsequently changed the
name of PL Midstream LLC to Boardwalk Louisiana Midstream, LLC (Boardwalk Louisiana Midstream).
Boardwalk Louisiana Midstream provides salt-dome storage, pipeline transportation, fractionation and brine supply services for producers and consumers of
petrochemicals, natural gas liquids and natural gas through two hubs in southern Louisiana, the Choctaw Hub in the Mississippi River Corridor and the Sulphur Hub in the
Lake Charles area. These assets represent approximately 53.5 million barrels of salt dome storage capacity, including 11.2 Bcf of working natural gas storage capacity,
significant brine supply infrastructure, and more than 240 miles of pipeline transportation assets, including an extensive ethylene distribution system in Louisiana.
Southeast Market Expansion
Our Southeast Market Expansion project consists of constructing an interconnection between Gulf South and Boardwalk HP Storage Company, LLC (HP Storage),
adding additional compression facilities to our system and constructing approximately 70 miles of 24" and 30" pipeline in southeastern Mississippi. This project, which is
expected to cost approximately $300.0 million, would add approximately 0.5 Bcf per day of peak-day transmission capacity to Gulf South's system from multiple locations in
Louisiana with delivery capacity to

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Mississippi, Alabama and Florida, subject to approval by the Federal Energy Regulatory Commission (FERC), and is expected to be placed in service in 2014. The
Southeast Market Expansion project is fully contracted with a weighted average contract life of approximately 10.0 years.
Common Unit Offering
On October 4, 2012, the master partnership priced a public offering of 10,000,000 of its common units representing limited partner interests in the master partnership
(common units) at $26.99 per common unit (the Unit Offering). The master partnership also granted the underwriters an option to purchase up to 1,500,000 additional common
units to cover any over-allotments. On October 8, 2012, the underwriters notified the master partnership of the exercise of their option to purchase an additional 1,185,218
common units. The Unit Offering closed on October 10, 2012, including a partial exercise of the underwriters' option to purchase additional common units. The master
partnership received net proceeds from the Unit Offering of approximately $297.6 million, including the master partnership's general partner's proportionate capital
contribution of $6.2 million to maintain its 2% general partner interest, and after deducting the underwriting discounts and commissions and estimated offering expenses. The
master partnership used the net proceeds from the Unit Offering to acquire the remaining equity ownership interests in Boardwalk Acquisition Company and to repay
borrowings outstanding under the revolving credit facility.
Executive Offices, Ownership and Structure
We are a wholly owned subsidiary of the master partnership. We conduct the master partnership's operations and own its operating assets. Our general partner is
managed by the master partnership as its sole member. In turn, the master partnership is managed by its general partner, Boardwalk GP. As a limited partnership, Boardwalk
GP does not have a board of directors and is managed by its general partner, Boardwalk GP, LLC, a Delaware limited liability company (or BGL). BGL has a board of
directors that oversees the master partnership's management, operations and activities. Loews indirectly owns 100% of the equity interests in BGL and Boardwalk GP. For
information about the executive officers and directors of BGL, please read the information described under "Where You Can Find More Information." The master
partnership's principal executive offices are located at 9 Greenway Plaza, Suite 2800, Houston, Texas 77046, and its telephone number is (866) 913-2122.

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The following diagram reflects a simplified version of our organizational structure as of November 1, 2012.

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