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):
December 17, 2012 (December 11, 2012)
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) | |||
Registrant’s telephone number, including area code 713-627-5400
(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)) |
| Item 8.01 | Other Events. |
On December 11, 2012, Spectra Energy Corp, a Delaware corporation, (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc. and UBS Securities LLC, as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters 14,720,000 shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), including 1,920,000 shares pursuant to the 30-day option granted to the Underwriters to purchase up to an additional 1,920,000 shares of Common Stock, which was exercised in full by the underwriters on December 13, 2012.
The disclosure in this Item 8.01 is qualified in its entirety by the provisions of the Underwriting Agreement, which is attached hereto as Exhibit 99.1. Such exhibit is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 5.1 | Opinion regarding validity of the Securities | |
| 23.1 | Consent (included as part of Exhibit 5.1) | |
| 99.1 | Underwriting Agreement, dated as of December 11, 2012, among the Company, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc. and UBS Securities LLC, as representatives of the several underwriters named therein. | |
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.
| SPECTRA ENERGY CORP |
| /s/ J. Patrick Reddy |
| J. Patrick Reddy |
| Chief Financial Officer |
Date: December 17, 2012
EXHIBIT INDEX
| Exhibit |
Exhibit | |
| 5.1 | Opinion regarding validity of the Securities | |
| 23.1 | Consent (included as part of Exhibit 5.1) | |
| 99.1 | Underwriting Agreement, dated as of December 11, 2012, among the Company, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc. and UBS Securities LLC, as representatives of the several underwriters named therein. | |