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Filing Details

Accession Number:: 0001181431-13-057044
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-11-05 19:44:44
Reporting Period:: 2013-11-01

Filing Date:: 2013-11-05
Accepted Time:: 2013-11-05 19:44:44
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	2013-11-01	167,639,491	$0.00	237,416,307	No	4	P	Indirect	See footnotes

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

Footnotes

On November 1, 2013, in connection with the closing of the initial transactions (the "First Closing") contemplated by the Contribution Agreement, dated August 5, 2013, between the Issuer and Spectra Energy Corp ("SE Corp"), as amended by the First Amendment to Contribution Agreement, dated October 31, 2013 (such agreement, as amended, the "Contribution Agreement"), the Issuer acquired substantially all of SE Corp's U.S. transmission and storage and liquids businesses. In connection with the First Closing, the Issuer paid to SE Corp and the General Partner (as defined below) aggregate consideration consisting of 167,639,491 newly issued common units, 3,421,214 newly issued general partner units and cash after taking into account customary closing adjustments. (Continued in Footnote 2)
As part of the consideration for the First Closing, at the First Closing the Issuer issued 142,004,609 common units to Spectra Energy Transmission, LLC ("SET") in exchange for an 88.5% ownership interest in Spectra Energy Transmission II, LLC, 4,414,018 common units to Spectra Energy Southeast Supply Header, LLC ("SE SESH") in exchange for a 24.95% ownership interest in Southeast Supply Header, LLC, 2,175,649 common units to Spectra Energy Sabal Trail Transmission, LLC ("SE Sabal Trail") in exchange for a 67% ownership interest in Sabal Trail Transmission, LLC and 19,045,215 common units and 3,421,214 general partner units to Spectra Energy Partners (DE) GP, LP (the "General Partner") in exchange for an 11.5% ownership interest in of Spectra Energy Transmission II, LLC, and other entities. SE SESH and SE Sabal Trail are wholly owned by SET and SET is wholly owned by Spectra Energy Capital, LLC ("Spectra Capital"), which is wholly owned by SE Corp.
SE SESH and SE Sabal Trail are wholly-owned subsidiaries of SET which is a wholly-owned subsidiary of Spectra Capital, which is a wholly-owned subsidiary of SE Corp. As such, the amount of common units beneficially owned by SE Corp following the reported transactions includes the common units issued to SE SESH and SE Sabal Trail as part of the First Closing (see footnote 1 & 2 above).
As of November 1, 2013, SET owns a 56.1% 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 November 1, 2013, Spectra Energy Southeast Pipeline Corporation ("SE Southeast Pipeline") owns a 15.5% 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.
As of November 1, 2013, the General Partner owns a 9.8% LP interest in the Issuer. Spectra Energy Partners GP, LLC ("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% 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.