Obligation Boardwalk Pipelines LP 4.95% ( US096630AD01 ) en USD

Boardwalk Pipelines LP

98.715 % ▲

Etas-Unis

US096630AD01 ( en USD )

4.95% par an ( paiement semestriel )

14/12/2024

Prospectus brochure de l'obligation Boardwalk Pipelines LP US096630AD01 en USD 4.95%, échéance 14/12/2024

1 000 USD

600 000 000 USD

096630AD0

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

15/06/2024 ( Dans 29 jours )

L'Obligation émise par Boardwalk Pipelines LP ( Etas-Unis ) , en USD, avec le code ISIN US096630AD01, paye un coupon de 4.95% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/12/2024

L'Obligation émise par Boardwalk Pipelines LP ( Etas-Unis ) , en USD, avec le code ISIN US096630AD01, 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 US096630AD01, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-186768
333-186768-01

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

Price

Registration Fee(1)
Debt Securities

$250,000,000

$29,050

(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. 333-186768 by means of this prospectus supplement.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus Dated February 20, 2013)
$250,000,000

Boardwalk Pipelines, LP
4.95% Senior Notes due 2024 Fully and unconditionally guaranteed by Boardwalk Pipeline
Partners, LP

This is an offering by Boardwalk Pipelines, LP of $250 million of 4.95% senior notes due 2024. Interest on the notes is payable on June 15 and
December 15 of each year, beginning June 15, 2015. Interest on the notes will accrue from November 26, 2014. The notes will mature on December 15, 2024.
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 offered hereby are an additional issue of our outstanding 4.95% senior notes due 2024, issued in an aggregate principal amount of $350 million
on November 26, 2014. The notes offered hereby will be issued under the same indenture as the outstanding notes and will be part of a single series of debt
securities with the outstanding notes for all purposes under the indenture. See "Description of the Notes" for description of the specific terms of the notes
offered hereby.
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-7 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, 2014.

Public Offering
Underwriting
Proceeds to us

Price (1)

Discount

(before expenses) (1)
Per Note

99.752%

0.650%

99.102%
Total

$ 249,380,000
$ 1,625,000
$
247,755,000

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(1) Plus accrued interest from November 26, 2014 until the date of delivery.
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 securities exchange or quoted on any automated quotation system. Currently, there is no public market for the notes.
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 and its participants, including Euroclear and Clearstream, on or about March 13, 2015.

Joint Book-Running Managers

Barclays

J.P. Morgan
Citigroup

Deutsche Bank Securities

MUFG

Wells Fargo Securities
Co-Managers

BB&T Capital Markets

BBVA

Fifth Third Securities
Goldman, Sachs & Co.

Mizuho Securities

Morgan Stanley
PNC Capital Markets LLC

RBC Capital Markets

UBS Investment Bank
March 10, 2015
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
SUMMARY
S-1
RATIO OF EARNINGS TO FIXED CHARGES
S-6
RISK FACTORS
S-7
USE OF PROCEEDS
S-9
CAPITALIZATION
S-10
DESCRIPTION OF THE NOTES
S-12
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-26
UNDERWRITING
S-32
LEGAL MATTERS
S-34
EXPERTS
S-34
WHERE YOU CAN FIND MORE INFORMATION
S-34
FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS
S-36
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

4
RATIO OF EARNINGS TO FIXED CHARGES

5
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USE OF PROCEEDS

6
DESCRIPTION OF THE COMMON UNITS

7
HOW WE MAKE CASH DISTRIBUTIONS

10
CONFLICTS OF INTEREST AND FIDUCIARY DUTIES

18
THE PARTNERSHIP AGREEMENT

25
DESCRIPTION OF DEBT SECURITIES

38
MATERIAL TAX CONSEQUENCES

49
SELLING UNITHOLDERS

62
PLAN OF DISTRIBUTION

63
LEGAL MATTERS

65
EXPERTS

65
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. 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.

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Table of Contents
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 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-7 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, 2014 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.
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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 (Field Services), Boardwalk Louisiana Midstream, LLC (Louisiana Midstream), Boardwalk Storage Company, LLC (Boardwalk
Storage) and Boardwalk Petrochemical Pipeline, LLC (Boardwalk Petrochemical) (together, the operating subsidiaries) and consists of
integrated natural gas and natural gas liquids (NGLs) pipeline and storage systems and natural gas and liquids gathering and processing.
Boardwalk Pipelines Holding Corp. (BPHC), a wholly owned subsidiary of Loews Corporation (Loews), owns 125.6 million of the master
partnership's common 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.
Our Business
Through our operating subsidiaries we own and operate natural gas and NGLs pipelines, 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. Our pipeline systems contain approximately 14,190 miles of interconnected natural gas pipelines,
directly serving customers in thirteen states and indirectly serving customers throughout the northeastern and southeastern U.S. through
numerous interconnections with unaffiliated pipelines. We also have more than 435 miles of NGLs pipelines serving customers in Texas and
Louisiana. In 2014, our pipeline systems transported approximately 2.5 trillion cubic feet (Tcf) of natural gas and approximately 34.4 million
barrels (MMBbls) of NGLs. Average daily throughput on our natural gas pipeline systems during 2014 was approximately 6.9 billion cubic
feet (Bcf). Our natural gas storage facilities are comprised of fourteen underground storage fields located in four states with aggregate working
gas capacity of approximately 208.0 Bcf and our NGLs storage facilities located in Louisiana consist of eight salt dome caverns with a storage
capacity of 17.6 MMBbls. We also have three salt-dome caverns and a brine pond for use in providing brine supply services and to support
NGLs cavern operations.

S-1
Table of Contents
Our transportation services consist of firm natural gas transportation, whereby the customer pays a capacity reservation charge to reserve
pipeline capacity at receipt and delivery points along our pipeline systems, plus a commodity and fuel charge on the volume of natural gas
actually transported, and interruptible natural gas transportation, whereby the customer pays to transport gas only when capacity is available
and used. We offer firm natural gas storage services in which the customer reserves and pays for a specific amount of storage capacity,
including injection and withdrawal rights, and interruptible storage and parking and lending (PAL) services where the customer receives and
pays for capacity only when it is available and used. We also transport and store NGLs. Our NGLs contracts are generally fee-based and are
dependent on actual volumes transported or stored, although in some cases minimum volume requirements apply. Our NGLs storage rates are
market-based and contracts are typically fixed-price arrangements with escalation clauses. We are not in the business of buying and selling
natural gas and NGLs other than for system management purposes, but changes in the level of natural gas and NGLs prices may impact the
volumes of gas transported and stored on our pipeline systems. Our operating costs and expenses typically do not vary significantly based upon
the amount of products transported, with the exception of fuel consumed at our compressor stations.
Initial Notes Offering
On November 26, 2014, we completed an offering of $350 million of 4.95% senior notes due 2024 for net proceeds of approximately
$342.9 million after deducting underwriting discount and offering expenses. We used these proceeds to retire all of the outstanding $275
million aggregate principal amount of Gulf South's 5.05% notes on February 2, 2015 and to reduce outstanding borrowings under our
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
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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.

S-2
Table of Contents
The Offering

Issuer
Boardwalk Pipelines, LP

Guarantor
Boardwalk Pipeline Partners, LP

Notes Offered
$250 million aggregate principal amount of 4.95% senior notes due December 15, 2024,
or the notes.

The notes offered hereby are an additional issue of our outstanding 4.95% senior notes
due 2024, issued in an aggregate principal amount of $350 million on November 26,

2014. The notes offered hereby will be issued under the same indenture as the
outstanding notes and will be part of a single series of debt securities with the
outstanding notes for all purposes under the indenture.

Maturity Date
The notes will mature on December 15, 2024.

Interest
The notes will bear interest at the rate of 4.95% per year. Interest on the notes will be
payable in arrears on June 15 and December 15 of each year they are outstanding,
beginning on June 15, 2015. Interest on the notes will accrue from November 26, 2014.

Optional Redemption
The notes will be redeemable, in whole or in part, at our option at any time prior to
September 15, 2024 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 redeemable in
whole or in part, at our option, at any time and from time to time on or after
September 15, 2024 at a redemption price equal to 100% of the principal amount of the
notes to be redeemed, plus accrued and unpaid interest, if any, to the redemption date.
See "Description of the Notes--Optional Redemption."

Ranking
The notes will be:

· our, but not our subsidiaries', senior unsecured obligations;

· effectively subordinated in right of payment to all of our future secured debt to the

extent of the value of the assets securing such indebtedness;

· effectively subordinated in right of payment to all existing and future debt and other
liabilities, including trade payables, of us and our subsidiaries, and including
(i) $250.0 million aggregate principal amount of 4.60% notes due 2015, $440.0
million aggregate principal amount of 4.50% notes due 2021 and $100.0 million

aggregate principal amount of 7.25% debentures due 2027 of Texas Gas, (ii) $275.0
million aggregate principal amount of 6.30% notes due 2017 and $300.0 million
aggregate principal amount of 4.00% notes due 2022 of Gulf South, (iii) our
subsidiaries' borrowings under our revolving credit facility and

S-3
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(iv) Boardwalk Acquisition Company's outstanding borrowings of $200.0 million

under its term loan;

· equal in right of payment to all of our, but not our subsidiaries', existing and future
senior unsecured debt, including (i) $250.0 million aggregate principal amount of our
5.875% notes due 2016, $300.0 million aggregate principal amount of our 5.50%
notes due 2017, $185.0 million aggregate principal amount of our 5.20% notes due

2018, $350.0 million aggregate principal amount of our 5.75% notes due 2019 and
$300.0 million aggregate principal amount of our 3.375% notes due 2023,
(ii) borrowings under our revolving credit facility and (iii) any future borrowings
under our $300 million Subordinated Loan Agreement with BPHC; and

· senior in right of payment to any of our, but not our subsidiaries', existing and future

subordinated debt.

The indenture governing the notes will permit us to incur additional debt, all of which

may be senior debt and, subject to specified limitations, secured.

Guarantee
The notes will be fully and unconditionally guaranteed by the master partnership on a
senior unsecured basis. The master partnership's guarantee of the notes will rank equally
with all its existing and future senior unsecured debt, including its guarantee of
indebtedness under our revolving credit facility. The guarantee will be effectively
subordinated in right of payment to all of the master partnership's future secured debt to
the extent of the value of the assets securing such debt.

Use of Proceeds
We intend to use the net proceeds of approximately $247.1 million from this offering
(after deducting the underwriting discount and estimated offering expenses) to retire a
portion of the outstanding $250 million aggregate principal amount of Texas Gas' 4.60%
notes due 2015. Initially, we expect to use the net proceeds to reduce outstanding
borrowings under our revolving credit facility. Subsequently, on or prior to June 1,
2015, we expect to retire all of the outstanding $250 million aggregate principal amount
of Texas Gas' 4.60% notes due 2015 with borrowings under our revolving credit
facility. Please read "Use of Proceeds" in this prospectus supplement.

Affiliates of certain of the underwriters are lenders under our revolving credit facility

and will receive their respective shares of any repayment of amounts outstanding under
the facility with the proceeds of this offering.

Risk Factors
You should carefully consider the information set forth in the section entitled "Risk
Factors" and the other information included or incorporated by reference in this
prospectus in deciding whether to invest in the notes.

S-4
Table of Contents
Further Issues
We may from time to time, without notice to or the consent of the holders of the notes,
create and issue additional debt securities under the indenture governing the notes
having the same terms as, and ranking equally with, the notes in all respects (except for
the public offering price, issue date and the payment of interest accruing prior to the date
such additional notes are initially issued under the indenture).

Trustee, Registrar and Paying Agent
The Bank of New York Mellon Trust Company, N.A.
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Covenants of the Indenture
We will issue the notes under an indenture which will, among other things, restrict our
ability to create liens, enter into sale and leaseback transactions, enter into mergers or
sell all or substantially all of our assets. See "Description of the Notes--Certain
Covenants" and "--Merger, Amalgamation, Consolidation and Sale of Assets."

Governing Law
State of New York.

S-5
Table of Contents
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of consolidated earnings to fixed charges for the periods presented:

Boardwalk Pipeline Partners, LP

Year Ended December 31

2014
2013
2012
2011
2010
Ratio of earnings to fixed charges
2.34x 2.43x 2.71x 2.22x 2.80x
For purposes of calculating the ratio of consolidated earnings to fixed charges:

·
"earnings" is the aggregate of the following items: pre-tax income or loss from continuing operations before adjustment for income

or loss from equity investees; plus fixed charges; plus amortization of capitalized interest; less capitalized interest and
noncontrolling interests in pre-tax income of subsidiaries that have not incurred fixed charges; and

·
"fixed charges" means the sum of the following: interest expensed and capitalized; amortized premiums, discounts and capitalized

expenses related to indebtedness; and an estimate of the interest within rental expense. Fixed charges are not reduced by any
allowance for funds used during construction.

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Table of Contents
RISK FACTORS
An investment in the notes involves risks. You should carefully consider all of the information contained in or incorporated by reference into
this prospectus, including the risk factors relating to our business described under the caption "Risk Factors" beginning on page 3 of the
accompanying base prospectus and the risk factors described in the master partnership's Annual Report on Form 10-K for the year ended
December 31, 2014, before investing in the notes. Our business, financial condition, results of operations or cash flows could be materially
adversely affected by any of these risks.
Risks Relating to the Notes
We may not be able to generate sufficient cash flow to meet our debt service obligations.
Our ability to make payments on and to refinance our indebtedness, including the notes, and to fund capital expenditures will depend on our
ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and
other factors that are beyond our control.
We cannot assure you that we will generate sufficient cash flow from operations, that currently anticipated operating improvements will be
realized or that future borrowings will be available to us under our revolving credit facility in an amount sufficient to fund our liquidity needs. We
may need to refinance all or a portion of our indebtedness, including the notes, on or before maturity. We cannot assure you that we will be able to
refinance any of our indebtedness, including our revolving credit facility and the notes, on commercially reasonable terms or at all.
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Our substantial indebtedness and other financial obligations could impair our financial condition and our ability to fulfill our debt obligations.
We have substantial indebtedness and other financial obligations. As of March 9, 2015, as adjusted to give effect to this offering, we had:

·
total indebtedness of approximately $3.7 billion; and

·
$585 million of undrawn but available credit under our revolving credit facility and $300.0 million available under our subordinated

loan.
We will be permitted, under our revolving credit facility, the indenture governing the notes and the indentures governing our existing notes,
to incur additional debt, subject to certain limitations under our revolving credit facility and, in the case of secured debt, under the indenture
governing the notes. If we incur additional debt following this offering, our increased leverage could, for example:

·
make it more difficult for us to satisfy our obligations under the notes or other indebtedness and, if we fail to comply with the

requirements of the other indebtedness, could result in an event of default on the notes or such other indebtedness;

·
require us to dedicate a substantial portion of our cash flow from operations to required payments on indebtedness, thereby reducing the

availability of cash flow for working capital, capital expenditures and other general business activities;

·
limit our ability to obtain additional financing in the future for working capital, acquisitions, capital expenditures and other general

business activities;

·
limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

·
detract from our ability to successfully withstand a downturn in our business or the economy generally; and

·
place us at a competitive disadvantage relative to less leveraged competitors.

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Table of Contents
If we are unable to meet our debt service obligations and other financial obligations, we could be forced to restructure or refinance our
indebtedness and other financial obligations, seek additional equity capital or sell our assets. We may be unable to obtain such financing or capital
or sell our assets on satisfactory terms, if at all.
In the event of our bankruptcy or liquidation, holders of the notes will be paid from any assets remaining after payments to any holders of our
secured debt and the debt of our subsidiaries.
The notes will be our and the guarantor's general unsecured senior obligations, and effectively subordinated to any secured debt that we may
incur in the future to the extent of the value of the assets securing that debt and to any indebtedness of our subsidiaries. Our subsidiaries have a
substantial amount of indebtedness, including, as of March 9, 2015, (i) an aggregate of approximately $1.4 billion in senior notes issued by Texas
Gas or Gulf South, (ii) $415 million of outstanding borrowings under our $1.0 billion revolving credit facility and (iii) $200.0 million in
outstanding borrowings under the Boardwalk Acquisition Company term loan. Our subsidiaries may incur additional indebtedness in the future.
Our right to receive any assets of our subsidiaries, as an equity holder of such subsidiaries, and the consequent right of the holders of the notes to
participate in those assets, will be structurally subordinated to the claims of the applicable subsidiaries' creditors. If we are declared bankrupt or
insolvent, or are liquidated, the holders of our secured debt and any debt of our subsidiaries will be entitled to be paid in full from our assets before
any payment may be made with respect to the notes. If any of the foregoing events occur, we cannot assure you that we will have sufficient assets
to pay amounts due on any secured debt and the notes.
Your ability to transfer the notes may be limited by the absence of an active trading market, and there is no assurance that any active trading
market will develop for the notes.
The notes are a new issue of securities for which there is no established public market. Although we have registered the sale of the notes
under the Securities Act of 1933, as amended, we do not intend to list the notes for trading on any securities exchange or arrange for any quotation
system to quote prices for them. The underwriters have informed us that they intend to make a market in the notes, as permitted by applicable laws
and regulations; however, the underwriters are not obliged to make a market in the notes, and they may discontinue their market-making activities
at any time without notice. Therefore, we cannot assure you that an active market for the notes will develop or, if developed, that it will continue.
In the absence of an active trading market, you may not be able to transfer the notes within the time or at the price you desire.
If we or the master partnership were treated as a corporation for U.S. federal income tax purposes, or if we or the master partnership were to
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become subject to additional amounts of entity level taxation for state tax purposes, then the amount of cash available for payment of principal
and interest on the notes would be substantially reduced.
Current law may change so as to cause us or the master partnership to be treated as a corporation for U.S. federal income tax purposes or
otherwise subject us or the master partnership to entity level taxation. For example, the Obama administration's budget proposal for fiscal year
2016 recommends that certain publicly-traded partnerships earning income from activities related to fossil fuels be taxed as corporations beginning
in 2021. From time to time, members of the U.S. Congress propose and consider substantive changes to the federal income tax laws that affect
publicly traded partnerships. If successful, any such proposals could eliminate the exception upon which the master partnership relies for its
treatment as a partnership for U.S. federal income tax purposes. We are unable to predict whether any of these changes, or other proposals, will be
reconsidered or will ultimately be enacted.
If we or the master partnership were treated as a corporation for U.S. federal income tax purposes, we or the master partnership would pay
U.S. federal income tax on our taxable income at the corporate tax rate (which is currently a maximum of 35%) and would likely pay additional
state income tax at varying rates. In addition, at the state level, because of widespread state budget deficits and other reasons, several states are
evaluating ways to subject partnerships to entity level taxation through the imposition of state income, franchise and other forms of taxation.
Imposition of either U.S. corporate income tax or these entity-level state taxes on our income could negatively impact the amount of cash available
for payment on the notes and on our other debt obligations.

S-8
Table of Contents
USE OF PROCEEDS
We expect to receive net proceeds from this offering of approximately $247.1 million from the sale of $250 million aggregate principal
amount of notes we are offering (after deducting underwriting discount and estimated offering expenses and excluding accrued interest from
November 26, 2014 to be paid by the purchasers). We intend to use the net proceeds to retire a portion of the outstanding $250 million aggregate
principal amount of Texas Gas' 4.60% notes due 2015. Initially, we expect to use the net proceeds to reduce outstanding borrowings under our
revolving credit facility. Subsequently, on or prior to June 1, 2015, we expect to retire all of the outstanding $250 million aggregate principal
amount of Texas Gas' 4.60% notes due 2015 with borrowings under our revolving credit facility.
As of March 9, 2015, the amount outstanding under our revolving credit facility was $415 million with a weighted average interest rate of
1.55%. The outstanding borrowings under our revolving credit facility were primarily used to fund growth capital expenditures, including the
acquisition of Boardwalk Petrochemical. Interest is determined, at the master partnership's election, by reference to (a) the base rate which is the
highest of (1) the prime rate, (2) the federal funds rate plus 0.50%, and (3) the one month Eurodollar Rate plus 1.0%, plus an applicable margin, or
(b) the LIBOR plus an applicable margin. Our revolving credit facility has a maturity date of April 27, 2017.
Affiliates of J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Mitsubishi UFJ Securities (USA),
Inc., Wells Fargo Securities, LLC, BB&T Capital Markets, a division of BB&T Securities, LLC, BBVA Securities Inc., Fifth Third Securities,
Inc., Goldman, Sachs & Co., Mizuho Securities USA Inc., Morgan Stanley & Co. LLC, PNC Capital Markets LLC, RBC Capital Markets, LLC
and UBS Securities LLC are lenders under our revolving credit facility and will receive their respective share of any repayment of amounts
outstanding under our revolving credit facility with the proceeds of this offering.

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CAPITALIZATION
The following table shows the master partnership's cash and cash equivalents and capitalization as of December 31, 2014:

·
on a consolidated historical basis;

·
as adjusted to give effect to this offering of $250 million in aggregate principal amount of the notes and the application of the net

proceeds therefrom in the manner described under "Use of Proceeds."
This table is derived from, and should be read together with, the master partnership's historical financial statements and the accompanying notes
incorporated by reference in this prospectus. You should also read this table in conjunction with "Use of Proceeds" included elsewhere in this
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424B5
prospectus supplement and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Financial Statements
and Supplementary Data" appearing in the master partnership's Annual Report on Form 10-K for the year ended December 31, 2014 which is
incorporated by reference in this prospectus.

As of December 31, 2014

Historical
As Adjusted

(in millions)

Cash and cash equivalents

$
6.6
$
5.9
Long-term debt:

Revolving credit facility (1)

120.0

122.2
Boardwalk Acquisition Company term loan

200.0

200.0
Notes and debentures:

Boardwalk Pipelines:

3.375% notes due 2023

300.0

300.0
5.75% notes due 2019

350.0

350.0
5.20% notes due 2018

185.0

185.0
5.50% notes due 2017

300.0

300.0
5.88% notes due 2016

250.0

250.0
4.95% notes due 2024 (including the notes offered hereby)

350.0

600.0
Texas Gas:

7.25% debentures due 2027

100.0

100.0
4.50% notes due 2021

440.0

440.0
4.60% notes due 2015

250.0

--
Gulf South:

4.00% notes due 2022

300.0

300.0
6.30% notes due 2017

275.0

275.0
5.05% notes due 2015 (2)

275.0

275.0
Unamortized debt discount

(14.9)

(17.1)

Total long-term debt (3) (4)
$ 3,680.1
$
3,680.1

Equity:
Common units
4,095.1

4,095.1
General partner interest

80.0

80.0
Accumulated other comprehensive loss

(72.8)

(72.8)

Total partners' capital
4,102.3

4,102.3

Total capitalization
$ 7,782.4
$
7,782.4

(1)
The amount outstanding under our revolving credit facility as of March 9, 2015 was $415 million with a weighted average interest rate of
1.55%. The increase in borrowings outstanding under our revolving credit facility from December 31, 2014 to March 9, 2015 were used to
retire the Gulf South 5.05% notes due 2015 at their maturity on February 2, 2015.

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(2)
These notes were retired at their maturity on February 2, 2015.
(3)
We also have access to a $300.0 million subordinated loan provided by BPHC. As of December 31, 2014 and March 9, 2015, there were no
borrowings outstanding under the subordinated loan.
(4)
At December 31, 2014, we also had a $9.6 million long-term capital lease obligation which is not reflected in the table above.

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DESCRIPTION OF THE NOTES
We will issue the notes offered hereby under a senior indenture dated as of August 21, 2009, between us, the master partnership, as
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Document Outline

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