Obligation Boardwalk Pipelines LP 4.8% ( US096630AG32 ) en USD

Boardwalk Pipelines LP

97.007 % ▼

Etats-unis

US096630AG32 ( en USD )

4.8% par an ( paiement semestriel )

02/05/2029

Prospectus brochure de l'obligation Boardwalk Pipelines LP US096630AG32 en USD 4.8%, échéance 02/05/2029

2 000 USD

500 000 000 USD

096630AG3

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

03/11/2024 ( Dans 166 jours )

L'Obligation émise par Boardwalk Pipelines LP ( Etats-unis ) , en USD, avec le code ISIN US096630AG32, paye un coupon de 4.8% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 02/05/2029

L'Obligation émise par Boardwalk Pipelines LP ( Etats-unis ) , en USD, avec le code ISIN US096630AG32, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Boardwalk Pipelines LP ( Etats-unis ) , en USD, avec le code ISIN US096630AG32, 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)(2)
Registration No. 333-228714
333-228714-01

PROSPECTUS SUPPLEMENT
(To Prospectus Dated December 18, 2018)
$500,000,000

Boardwalk Pipelines, LP
4.80% Senior Notes due 2029
Fully and unconditionally guaranteed by Boardwalk Pipeline Partners, LP

This is an offering by Boardwalk Pipelines, LP of $500,000,000 of 4.80% senior notes due 2029. Interest on the notes is payable on May 3 and
November 3 of each year, beginning November 3, 2019. Interest on the notes will accrue from May 3, 2019. The notes will mature on May 3, 2029.
The notes will be redeemable, in whole or in part, at our option at any time, at the applicable redemption price set forth in this prospectus
supplement, 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 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 indebtedness of the guarantor. The notes and the guarantee will be structurally subordinated to all of our subsidiaries' existing and future
indebtedness and effectively subordinated 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-5 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, 2018, and, to the extent
applicable, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, for additional risks and
uncertainties.

Public Offering
Underwriting
Proceeds to us

Price (1)

Discount

(before expenses) (1)
Per Note

99.913%

0.650%

99.263%
Total

$ 499,565,000
$ 3,250,000
$
496,315,000

(1)
Plus accrued interest from May 3, 2019 if settlement 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 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 May 3, 2019.

Joint Book-Running Managers

Barclays

J.P. Morgan

MUFG
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BB&T Capital Markets

Citigroup

HSBC
Mizuho Securities

US Bancorp

Wells Fargo Securities
Co-Managers

BMO Capital Markets

BofA Merrill Lynch

TD Securities
Regions Securities LLC

Goldman Sachs & Co. LLC

Morgan Stanley
April 30, 2019
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
SUMMARY
S-1
RISK FACTORS
S-5
USE OF PROCEEDS
S-8
CAPITALIZATION
S-9
DESCRIPTION OF THE NOTES
S-10
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
S-24
UNDERWRITING
S-30
LEGAL MATTERS
S-36
EXPERTS
S-36
WHERE YOU CAN FIND MORE INFORMATION
S-36
FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS
S-37
Base Prospectus

Page
ABOUT THIS PROSPECTUS

1
ABOUT BOARDWALK PIPELINE PARTNERS, LP

1
ABOUT BOARDWALK PIPELINES, LP

1
WHERE YOU CAN FIND MORE INFORMATION

2
INFORMATION WE INCORPORATE BY REFERENCE

2
RISK FACTORS

3
FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS

4
USE OF PROCEEDS

6
DESCRIPTION OF DEBT SECURITIES

7
DESCRIPTION OF THE WARRANTS

18
DESCRIPTION OF THE RIGHTS

19
PLAN OF DISTRIBUTION

20
LEGAL MATTERS

21
EXPERTS

21
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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You should rely only on the information contained in or incorporated by reference in this prospectus supplement and the accompanying base
prospectus or any free writing prospectus filed by us with the SEC. 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-5 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, 2018, and to the extent applicable, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, for additional risks and
uncertainties and 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 "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 partnership. We are the wholly owned subsidiary of the partnership and the partnership has no operations other
than through us.
Boardwalk Pipeline Partners, LP
The partnership is a limited partnership operating in the midstream portion of the natural gas and natural gas liquids and other hydrocarbons
(herein referred together as NGLs) industry, providing transportation and storage services for those commodities.
Boardwalk Pipelines, LP
We are a wholly owned direct subsidiary of the partnership and the partnership has no operations other than through us.
Our Business
Through our operating subsidiaries we own and operate natural gas and NGLs pipelines, including integrated storage facilities. Our natural gas
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 13,805 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 own and operate more than 425 miles of NGLs pipelines in Louisiana and Texas. In 2018, our
pipeline systems transported approximately 2.7 trillion cubic feet (Tcf) of natural gas and approximately 70.8 million barrels (MMBbls) of NGLs.
Average daily throughput on our natural gas pipeline systems during 2018 was approximately 7.3 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 205.0 Bcf
and our NGLs storage facilities consist of eleven salt-dome caverns located in Louisiana with an aggregate storage capacity of 31.8 MMBbls. We also
own five salt-dome caverns and related brine infrastructure for use in providing brine supply services and to support NGLs storage operations.
We offer transportation services on both a firm and interruptible basis. Our customers choose, based upon their particular needs, the applicable
mix of services depending upon availability of pipeline capacity, the price of

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Table of Contents
services and the volume and timing of customer requirements. Our firm transportation customers reserve a specific amount of pipeline capacity at
specified receipt and delivery points on our system. The transaction price for firm service contracts is comprised of a fixed fee based on the quantity of
capacity reserved, regardless of use (capacity reservation fee), plus variable fees in the form of a usage fee paid on the volume of commodity actually
transported or injected and withdrawn from storage. Capacity reservation revenues derived from a firm service contract are generally consistent during
the contract term, but can be higher in winter periods than the rest of the year, especially for no-notice service (NNS) agreements. Firm transportation
contracts can range from one to twenty years, although we may enter into shorter- or longer-term contracts. In providing interruptible services to
customers, we agree to transport natural gas or NGLs for a customer when capacity is available. Interruptible service customers pay a commodity
charge only for the volume of gas actually transported, plus a fuel charge. Interruptible transportation agreements have terms ranging from day-to-day
to multiple years, with rates that change on a daily, monthly or seasonal basis. Our NGLs transportation services are generally fee-based or based on
minimum volume requirements. For the twelve months ended March 31, 2019, approximately 87% of our revenues, excluding retained fuel, were
derived from capacity reservation fees under firm contracts, approximately 10% of our revenues were derived from fees based on utilization under
firm contracts and approximately 3% of our revenues were derived from interruptible transportation, interruptible storage, parking and lending and
other services.
Executive Offices, Ownership and Structure
We are a wholly owned subsidiary of the partnership. We conduct the partnership's operations and own its operating subsidiaries. Our general
partner is managed by the partnership as its sole member. In turn, the 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 partnership's management, operations and activities. Loews indirectly owns 100%
of the equity interests in BGL, Boardwalk GP and the Partnership.
The partnership's principal executive offices are located at 9 Greenway Plaza, Suite 2800, Houston, Texas, 77046, and the phone number is
(866) 913-2122. The partnership makes its periodic reports and other information filed with or furnished to the SEC available, free of charge, through
the partnership's website, as soon as reasonably practicable. Information on its website or any other website is not incorporated by reference into this
prospectus and does not constitute a part of this prospectus unless specifically so designated and filed with the SEC.
The Offering

Issuer
Boardwalk Pipelines, LP

Guarantor
Boardwalk Pipeline Partners, LP

Notes Offered
$500,000,000 aggregate principal amount of 4.80% senior notes due 2029, or the notes.

Maturity Date
The notes will mature on May 3, 2029.

Interest
The notes will bear interest at the rate of 4.80% per year. Interest on the notes will be
payable in arrears on May 3 and November 3 of each year they are outstanding, beginning on
November 3, 2019. Interest on the notes will accrue from May 3, 2019.

S-2
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Optional Redemption
The notes will be redeemable, in whole or in part, at our option at any time prior to February
3, 2029 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 February 3, 2029 (which is the
date that is three months prior to the maturity date) 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
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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;

· structurally subordinated in right of payment to all existing and future debt and other
liabilities, including trade payables, of our subsidiaries, including (i) $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) $300.0 million
aggregate principal amount of 4.00% notes due 2022 of Gulf South and (iii) our
subsidiaries' borrowings under our revolving credit facility;

· equal in right of payment to all of our, but not our subsidiaries', existing and future senior
debt, including (i) $350.0 million aggregate principal amount of our 5.75% notes due
2019, $300.0 million aggregate principal amount of our 3.375% notes due 2023,

$600.0 million aggregate principal amount of our 4.95% notes due 2024, $550.0 million
aggregate principal amount of our 5.95% notes due 2026 and $500.0 million aggregate
principal amount of our 4.45% notes due 2027 and (ii) borrowings by us under our
revolving credit facility; and

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

indebtedness that is made expressly subordinated to the notes.

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 partnership on a senior
unsecured basis. The partnership's guarantee of the notes will rank equally with all its
existing and future senior 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
partnership's future secured debt to the extent of the value of the assets securing such debt.

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Use of Proceeds
We intend to use a portion of the net proceeds of approximately $495.2 million from this
offering (after deducting the underwriting discount and estimated offering expenses) to retire
all or a portion of the outstanding $350.0 million aggregate principal amount of the 5.75%
notes due 2019 at or near maturity and the remainder of the net proceeds, if any, will be used
for general partnership purposes, which may include, among other things, growth capital
expenditures, repayment of future maturities of long-term debt and additions to working
capital. Pending such use, we intend to temporarily use the proceeds to reduce 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 share 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.

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
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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), so that such additional notes form a single series
with the notes offered hereby and have the same terms as to status, redemption or otherwise
as the notes offered hereby.

Trustee, Registrar and Paying Agent
The Bank of New York Mellon Trust Company, N.A.

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.

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RISK FACTORS
An investment in the notes involves a significant degree of risk. Before you invest in the notes, you should carefully consider all of the information
contained in or incorporated by reference into this prospectus, including the risk factors included below and described under the caption "Risk Factors"
beginning on page 3 of the accompanying base prospectus and the risk factors described in the partnership's Annual Report on Form 10-K for the year
ended December 31, 2018, and, to the extent applicable, the partnership's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, for
additional risks and uncertainties 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 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.
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 31, 2019, as adjusted to give effect to this offering, we would have
had:

· total indebtedness of approximately $3.6 billion; and

· $1.1 billion of undrawn but available credit under our revolving credit facility.
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
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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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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 structurally subordinated to any indebtedness of our subsidiaries. Our subsidiaries
have a substantial amount of indebtedness, including, as of March 31, 2019, (i) an aggregate of approximately $840.0 million in senior notes issued by
Texas Gas or Gulf South and (ii) $525.0 million of outstanding borrowings under our $1.5 billion revolving credit facility. 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.
Federal and state laws allow courts, under specific circumstances, to void guarantees and require holders of guaranteed debt to return payments
received from guarantors.
Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a court could void the guarantee of the notes provided
by the partnership or could subordinate the guarantee to all other debts and guarantees of the partnership if, among other things, the partnership, at the time
it incurred or entered into its guarantee of the notes, received less than reasonably equivalent value or fair consideration for the incurrence of the guarantee
and any of the following is also true:

· the partnership was insolvent or rendered insolvent by reason of the incurrence of the guarantee;

· the partnership was engaged in a business or transaction for which its remaining assets constituted unreasonably small capital; or

· the partnership intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.
In addition, under any of the circumstances described above, any payment by the partnership pursuant to its guarantee of the notes could be voided
and holders of the notes could be required to return those payments to the partnership or to a fund for the benefit of the creditors of the partnership.
The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine
whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

· the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;

· the present fair saleable value of its assets was less than the amount that would be required to pay its probable liabilities on its existing debts,

including contingent liabilities, as they became due; or

· it could not pay its debts as they became due.
Moreover, a court might also void the partnership's guarantee of the notes, without regard to the above factors, if it found that the partnership entered
into its guarantee with actual or deemed intent to hinder, delay or defraud its creditors.

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We cannot be certain as to the standards a court would use to determine whether reasonably equivalent value or fair consideration was received by
the partnership for its guarantee of the notes. If a court voided such guarantee, holders of the notes would no longer have a claim against the partnership
under such guarantee. In addition, the court might direct holders of the notes to repay any amounts already received from the partnership under its
guarantee.
If the court were to void the partnership's guarantee, require the return of monies paid by the partnership under its guarantee or subordinate the
guarantee to other obligations of the partnership, we could not assure you that funds to pay the notes would be available.
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 the Internal Revenue Service (the "IRS") makes audit adjustments to our income tax returns beginning after 2017, it may collect any resulting taxes
(including any applicable penalties and interest) directly from us, in which case our cash available for payment on the notes could be substantially
reduced.
Pursuant to the Bipartisan Budget Act of 2015, if the IRS makes audit adjustments to our income tax returns for tax years beginning after 2017, it
may collect any resulting taxes (including any applicable penalties and interest) directly from us. We will generally have the ability to shift any such tax
liability to our general partner and our limited partners in accordance with their interests in us during the year under audit, but there can be no assurance
that we will be able to do so under all circumstances. If we are required to make payments of taxes, penalties and interest resulting from audit adjustments,
our cash available for payment on the notes could be substantially reduced.

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USE OF PROCEEDS
We expect to receive net proceeds from this offering of approximately $495.2 million from the sale of $500.0 million aggregate principal amount of notes
we are offering (after deducting underwriting discount and estimated offering expenses). We intend to use a portion of the net proceeds to retire all or a
portion of the outstanding $350.0 million aggregate principal amount of the 5.75% notes due 2019 at or near maturity and the remainder of the net proceeds,
if any, will be used for general partnership purposes, which may include, among other things, growth capital expenditures, repayment of future maturities
of long-term debt and additions to working capital. Pending such use, we intend to temporarily use the proceeds to reduce borrowings under our revolving
credit facility.
As of April 29, 2019, the amount outstanding under our revolving credit facility was $500.0 million with a weighted average interest rate of 3.73%.
The outstanding borrowings under our revolving credit facility were primarily used to fund our growth capital expenditures and to repay a portion of the
5.20% notes that matured in June 2018 having an aggregate principal of $185.0 million. Interest is determined, at the 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 one-month London Interbank Offered Rate (LIBOR) plus an applicable margin. The revolving credit facility has a borrowing
capacity of $1.5 billion through May 26, 2020, and a borrowing capacity of $1.475 billion from May 27, 2020 to May 26, 2022.
Affiliates of certain of the underwriters 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 partnership's cash and cash equivalents and capitalization as of March 31, 2019:

· on a consolidated historical basis;
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· as adjusted to give effect to this offering of $500.0 million in aggregate principal amount of the notes and the application of the net proceeds

therefrom in the manner described under "Use of Proceeds." Pending such use, we intend to temporarily use the proceeds to reduce borrowings under
our revolving credit facility.
This table is derived from, and should be read together with, the 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 prospectus supplement and
"Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Financial Statements" appearing in the partnership's
Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, which is incorporated by reference in this prospectus.

As of March 31, 2019

Historical
As Adjusted

(in millions)

Cash and cash equivalents

$
15.3

15.3
Long-term debt:

Revolving credit facility (1)

525.0

379.8
Notes and debentures:

Boardwalk Pipelines:

5.75% notes due 2019

350.0

--
3.375% notes due 2023

300.0

300.0
4.95% notes due 2024

600.0

600.0
5.95% notes due 2026

550.0

550.0
4.45% notes due 2027

500.0

500.0
4.80% notes due 2029 (the notes offered hereby)

--

500.0
Gulf South:

4.00% notes due 2022

300.0

300.0
Texas Gas:

4.50% notes due 2021

440.0

440.0
7.25% debentures due 2027

100.0

100.0
Unamortized debt discount and issuance costs

(24.9)

(29.7)

Total long-term debt (2)

$ 3,640.1
$
3,640.1

Equity:

Partners' capital

5,029.6

5,029.6
Accumulated other comprehensive loss

(84.4)

(84.4)

Total partners' capital

4,945.2

4,945.2

Total capitalization

$ 8,585.3
$
8,585.3

(1)
The amount outstanding under our revolving credit facility as of April 29, 2019 was $500.0 million with a weighted average interest rate of 3.73%.
The borrowings under our revolving credit facility were used to fund growth capital expenditures and to repay a portion of the 5.20% notes that
matured in June 2018 having an aggregate principal of $185.0 million.
(2)
As of March 31, 2019, we also had a $7.3 million long-term finance 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 base indenture dated as of August 21, 2009, between us, the partnership, as guarantor, and The Bank
of New York Mellon Trust Company, N.A., as trustee, as amended and supplemented by the seventh supplemental indenture thereto. The seventh
supplemental indenture sets forth certain specific terms applicable to the notes offered hereby, and references to the "indenture" in this description mean
the base indenture as so amended and supplemented by the seventh supplemental indenture. References to the "notes" in this Description of the Notes refer
to the notes offered hereby. You can find the definitions of various terms used in this description under "--Certain Definitions." The terms of the notes
include those set forth in the indenture and those made a part of the indenture by reference to the Trust Indenture Act of 1939, as amended.
This description is intended to be an overview of the material provisions of the notes and the indenture. This summary is not complete and is
qualified in its entirety by reference to the indenture. You should carefully read the summary below, the description of the general terms and provisions of
our debt securities set forth in the accompanying base prospectus under "Description of Debt Securities" and the provisions of the indenture that may be
important to you before investing in the notes. This summary supplements, and to the extent inconsistent therewith replaces, the description of the general
terms and provisions of our debt securities set forth in the accompanying base prospectus. Capitalized terms defined in the accompanying base prospectus
or in the indenture have the same meanings when used in this prospectus supplement unless updated herein. In this description of the notes, all references to
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424B2
"we," "us" or "our" are to Boardwalk Pipelines, LP only, and not to Boardwalk Pipeline Partners, LP or to any of Boardwalk Pipelines, LP's subsidiaries,
unless otherwise indicated. References in this description of the notes to "the partnership" or "the guarantor" refer only to Boardwalk Pipeline Partners, LP,
and not to any of its subsidiaries.
The indenture will not limit the amount of debt securities that we may issue. Debt securities may be issued under the base indenture from time to
time in separate series, each up to the aggregate amount from time to time authorized for such series. The notes will have negative covenants that are
substantially similar to the covenants contained in the indentures governing our existing notes.
General
The Notes. We will issue the notes in an aggregate principal amount of $500.0 million. The notes will be issued in denominations of $2,000 and
integral multiples of $1,000 in excess thereof. The notes:

· will be our, but not our Subsidiaries', general unsecured, senior obligations;

· will mature on May 3, 2029;

· will not be entitled to the benefit of any sinking fund; and

· initially will be issued only in book-entry form represented by one or more global notes registered in the name of Cede & Co., as nominee of The

Depository Trust Company ("DTC"), or such other name as may be requested by an authorized representative of DTC, and deposited with the trustee
as custodian for DTC.
Interest. Interest on the notes will:

· accrue at the rate of 4.80% per annum;

· accrue from May 3, 2019 or the most recent interest payment date;

· be payable in cash semi-annually in arrears on May 3 and November 3 of each year, commencing on November 3, 2019;

· be payable to holders of record on April 18 and October 18 immediately preceding the related interest payment dates;

S-10
Table of Contents
· be computed on the basis of a 360-day year consisting of twelve 30-day months; and

· be payable on overdue interest to the extent permitted by law at the same rate as interest is payable on principal.
If any interest payment date, stated maturity date or redemption date falls on a day that is not a business day, the payment will be made on the next
business day and no interest will accrue for the period from and after such interest payment date, stated maturity date or redemption date.
Payment and Transfer. Initially, the notes will be issued only in global form. Beneficial interests in notes in global form will be shown on, and
transfers of interests in notes in global form will be made only through, records maintained by DTC and its participants. Notes in definitive form, if any,
may be presented for registration of transfer or exchange at the office or agency maintained by us for such purpose. Initially, this will be the corporate trust
office of the trustee located at 2 North LaSalle Street, Suite 700, Chicago, Illinois 60602.
Payment of principal of, premium, if any, and interest on notes in global form registered in the name of DTC's nominee will be made in immediately
available funds to DTC's nominee, as the registered holder of such global notes. If any of the notes are no longer represented by a global note, payments of
interest on notes in definitive form may, at our option, be made at the corporate trust office or agency of the trustee indicated above or by check mailed
directly to holders at their respective registered addresses or by wire transfer to an account designated by a holder. All funds that we provide to the trustee
or a paying agent for the payment of principal and any premium or interest on any note that remain unclaimed at the end of two years will (subject to
applicable abandoned property laws) be repaid to us, and the holder of such note must thereafter look only to us for payment as a general creditor.
No service charge will be imposed for any registration of transfer or exchange of notes, but we or the trustee may require payment of a sum sufficient
to cover any tax or other governmental charge payable upon transfer or exchange of notes. We are not required to register the transfer of or to exchange any
note selected or called for redemption.
The registered holder of a note will be treated as its owner for all purposes, and all references in this description to "holders" mean holders of record,
unless otherwise indicated.
Replacement of Securities. We will replace any mutilated, destroyed, lost or stolen notes at the expense of the holder upon surrender of the mutilated
notes to the trustee or evidence of destruction, loss or theft of a note satisfactory to us and the trustee. In the case of a destroyed, lost or stolen note, we may
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