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Filing Details

Accession Number:: 0001181431-13-043116
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-08-06 20:40:45
Reporting Period:: 2013-08-02

Filing Date:: 2013-08-06
Accepted Time:: 2013-08-06 20:40:45
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1394074	Spectra Energy Partners Lp	SEP	Natural Gas Transmission (4922)	412232463

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1051116	Spectra Energy Capital, Llc	5400 Westheimer Court Houston TX 77056	No	No	Yes	No
1373835	Spectra Energy Corp.	5400 Westheimer Court Houston TX 77056	No	No	Yes	Yes
1394072	Spectra Energy Partners Gp, Llc	5400 Westheimer Court Houston TX 77056	No	No	Yes	No
1394073	Spectra Energy Partners (De) Gp, Lp	5400 Westheimer Court Houston TX 77056	No	No	Yes	No
1404854	Spectra Energy Southeast Pipeline Corp.	5400 Westheimer Court Houston TX 77056	No	No	Yes	No
1404855	Spectra Energy Transmission, Llc	5400 Westheimer Court Houston TX 77056	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Units Representing Limited Partner Interests	Acquisiton	2013-08-02	7,055,547	$0.00	69,776,816	No	4	P	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See footnotes

Footnotes

On August 2, 2013, in connection with the closing of the transactions contemplated by the Contribution Agreement, dated May 2, 2013, between the Issuer and Spectra Energy Partners (DE) GP, LP, the general partner of the Issuer (the "General Partner"), as amended by the First Amendment to Contribution Agreement, dated August 2, 2013 (the "Transactions"), the Issuer acquired 40% of the limited liability company interests in Express Holdings (USA), LLC ("Express Holdings") for aggregate consideration of approximately $601 million. The consideration consisted of 7,055,547 Common Units and 143,991 general partner units of the Issuer issued to the General Partner, approximately $216 million in cash and approximately $66 million in assumed debt.(Continued in footnote 2)
The general partner of the General Partner is Spectra Energy Partners GP, LLC ("SEP GP LLC"), a wholly owned subsidiary of Spectra Energy Southeast Pipeline Corporation ("SE Southeast Pipeline"). SE Southeast Pipeline is wholly owned by Spectra Energy Transmission, LLC ("SET"). SET is wholly owned by Spectra Energy Capital, LLC ("Spectra Capital"), which is wholly owned by Spectra Energy Corp ("SE Corp"). Express Holdings owns all of the equity interests in Express Pipeline LLC and Platte Pipe Line Company, LLC, which together own the U.S. portion of the Express-Platte Pipeline System, an approximately 1,700 mile integrated oil transportation network that connects Canadian and U.S. producers to refiners in the Rocky Mountain and Midwest regions of the United States.
As of August 2, 2013, SET owns a 14.6% LP interest in the Issuer. Spectra Capital owns 100% of SET, and SE Corp owns 100% of Spectra Capital. Accordingly, SE Corp, Spectra Capital and SET may be deemed to beneficially own all of the reported securities. As of August 2, 2013, SE Southeast Pipeline owns a 37.9% LP interest in the Issuer. SET owns 100% of SE Southeast Pipeline, Spectra Capital owns 100% of SET, and SE Corp owns 100% of Spectra Capital. Accordingly, SE Corp, Spectra Capital, SET and SE Southeast Pipeline may be deemed to beneficially own all of the reported securities.(Continued in footnote 4)
As of August 2, 2013, the General Partner owns a 7.6% LP interest in the Issuer. SEP GP LLC owns a 1% GP interest in the General Partner, and SE Southeast Pipeline owns a 99% LP interest in the General Partner. SE Southeast Pipeline owns 100% of SEP GP LLC, SET owns 100% of SE Southeast Pipeline, Spectra Capital owns 100% of SET, and SE Corp owns 100% of Spectra Capital. Accordingly, SE Corp, Spectra Capital, SET, SE Southeast Pipeline, SEP GP LLC and the General Partner may be deemed to beneficially own all of the reported securities