Spectra Energy Partners Announces Pricing of $1.9 Billion of Senior Notes

HOUSTON, Sept. 16, 2013 /PRNewswire/ -- Spectra Energy Partners, LP (NYSE: SEP) (the "Partnership") today announced that it has priced an offering of $1.9 billion aggregate principal amount of senior notes, including $500 million 2.95% senior notes due 2018, $1.0 billion 4.75% senior notes due 2024, and $400 million 5.95% senior notes due 2043, at a price to the public of 99.829%, 99.765%, and 99.875% of their face value, respectively. The offering of the senior notes is expected to close on September 25, 2013, subject to customary closing conditions.

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Net proceeds from the offering are expected to be used to pay a portion of the cash consideration for Spectra Energy Corp's drop-down of its remaining U.S. transmission, storage, and liquids assets to the Partnership. The closing of substantially all of the drop-down transactions is expected to occur during the fourth quarter of 2013.

The senior notes are being offered pursuant to an effective shelf registration statement the Partnership previously filed with the Securities and Exchange Commission (SEC).

Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and RBC Capital Markets, LLC are acting as the representatives of the underwriters for the offering. The offering is being made only by means of a prospectus supplement and accompanying base prospectus. A copy of the preliminary prospectus supplement and the accompanying base prospectus for the offering may be obtained from: Morgan Stanley & Co. LLC at 1-866-718-1649, J.P. Morgan Securities LLC at 1-212-834-4533, Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322, and RBC Capital Markets, LLC at 1-866-375-6829.

An electronic copy of the preliminary prospectus supplement and the accompanying base prospectus are available from the SEC's Web site at http://www.sec.gov.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements
This press release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including those related to the expected consummation of the offering, the use of proceeds therefrom and the expected closing of the drop-down. Forward-looking statements are based on our beliefs and assumptions. These forward-looking statements are identified by terms and phrases such as: anticipate, believe, intend, estimate, expect, continue, should, could, may, plan, project, predict, will, potential, forecast, and similar expressions. Forward-looking statements involve risks and uncertainties that may cause actual results to be materially different from the results predicted. Factors that could cause actual results to differ materially from those indicated in any forward-looking statement include, but are not limited to,  the timing and success of the completion of the expected drop-down and the occurrence of the risks identified in the preliminary prospectus supplement for the offering and in the filings that we make with the SEC, which are available via the SEC's Web site at www.sec.gov.  In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described.  All forward-looking statements in this release are made as of the date hereof and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Spectra Energy Partners, LP (NYSE: SEP) is a Houston-based master limited partnership, formed by Spectra Energy Corp (NY SE: SE), which owns interests in natural gas and crude oil pipeline and storage assets in North America, including more than 5,300 miles of transmission and gathering pipeline, approximately 57 billion cubic feet of natural gas storage, and approximately 4.8 million barrels of crude oil storage. These assets connect growing supply areas to high-demand markets for natural gas and crude oil.

SOURCE Spectra Energy Partners, LP



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