UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 10, 2008 (April 7, 2008)

 

 

SPECTRA ENERGY CORP

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		1-33007		20-5413139
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

5400 Westheimer Court, Houston, Texas		77056
(Address of principal executive offices)		(Zip Code)

(713) 627-5400

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 8.01. Other Events.

On April 7, 2008, Spectra Energy Capital, LLC (Spectra Capital), a wholly owned subsidiary of Spectra Energy Corp, a Delaware corporation, (Spectra Energy), and Spectra Energy entered into an underwriting agreement (the Underwriting Agreement) with Banc of America Securities LLC, Deutsche Bank Securities Inc. and Greenwich Capital Markets, Inc., as representatives of the several underwriters named therein (the Underwriters), pursuant to which Spectra Capital agreed to issue and sell to the Underwriters $500,000,000 aggregate principal amount of Spectra Capital’s 6.20% Senior Notes due 2018 (the Notes) to be fully and unconditionally guaranteed on a senior unsecured basis by Spectra Energy. The Notes were issued under the Indenture dated as of April 1, 1998 between Spectra Capital (formerly known as Duke Capital LLC and successor to Duke Capital Corporation), as issuer, and The Bank of New York Trust Company, N.A. (successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank)), a national banking association, as trustee (the Trustee), as amended from time to time, including by the Thirteenth Supplemental Indenture, dated as of April 10, 2008, between Spectra Capital, Spectra Energy and the Trustee (the Supplemental Indenture). In connection with the issuance and sale of the Notes, Spectra Energy is filing a legal opinion regarding the validity of the Notes as Exhibit 5.1 to this Form 8-K for the purpose of incorporating the opinion into Spectra Energy’s Registration Statement No. 333-141982.

The disclosure in this Item 8.01 is qualified in its entirety by the provisions of the Supplemental Indenture, which is attached hereto as Exhibit 4.1, and the Underwriting Agreement, which is attached hereto as Exhibit 99.1. Such exhibits are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits

 

4.1		Thirteenth Supplemental Indenture, dated as of April 10, 2008, between Spectra Energy Capital, LLC, Spectra Energy Corp and The Bank of New York Trust Company, N.A.
5.1		Opinion regarding validity of the Notes.
23.1		Consent (included as part of Exhibit 5.1).
99.1		Underwriting Agreement, dated as of April 7, 2008, among Spectra Energy Corp, Spectra Energy Capital, LLC, Banc of America Securities LLC, Deutsche Bank Securities Inc. and Greenwich Capital Markets, Inc., as representatives of the several underwriters named therein.

 

 

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Date: April 10, 2008

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EXHIBIT INDEX

 

Exhibit Number		Exhibit
4.1		Thirteenth Supplemental Indenture, dated as of April 10, 2008, between Spectra Energy Capital, LLC, Spectra Energy Corp and The Bank of New York Trust Company, N.A.
5.1		Opinion regarding validity of the Notes.
23.1		Consent (included as part of Exhibit 5.1).
99.1		Underwriting Agreement, dated as of April 7, 2008, among Spectra Energy Corp, Spectra Energy Capital, LLC, Banc of America Securities LLC, Deutsche Bank Securities Inc. and Greenwich Capital Markets, Inc., as representatives of the several underwriters named therein.