Obligation Boardwalk Transmission LP 4.45% ( US096630AF58 ) en USD

Boardwalk Transmission LP

100 % ▲

Etats-unis

US096630AF58 ( en USD )

4.45% par an ( paiement semestriel )

14/07/2027

Prospectus brochure de l'obligation Boardwalk Pipelines LP US096630AF58 en USD 4.45%, échéance 14/07/2027

2 000 USD

500 000 000 USD

096630AF5

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

15/01/2026 ( Dans 74 jours )

Boardwalk Pipelines LP est une société américaine de pipelines énergétiques qui transporte du gaz naturel et des liquides de gaz naturel, principalement dans le sud des États-Unis.

L'obligation US096630AF58 émise par Boardwalk Pipelines LP aux États-Unis, d'un montant total de 500 000 000 USD, offre un taux d'intérêt de 4,45%, avec une maturité fixée au 14/07/2027, un prix actuel de marché de 100%, une taille minimale d'achat de 2 000 USD, une fréquence de paiement semestrielle, et des notations S&P de BBB- et Moody's de Baa3.

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Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-208627
333-208627-01

Proposed Maximum
Title of Each Class of
Aggregate Offering
Amount of
Securities To Be Registered

Price
Registration Fee(1)
Debt Securities

$500,000,000

$57,950

(1)
The filing fee, calculated in accordance with Rule 457(r), has been transmitted to the SEC in connection with the securities offered from
Registration Statement File No. 333-208627 by means of this prospectus supplement.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus Dated December 18, 2015)
$500,000,000

Boardwalk Pipelines, LP
4.450% Senior Notes due 2027
Fully and unconditionally guaranteed by Boardwalk Pipeline Partners, LP

This is an offering by Boardwalk Pipelines, LP of $500,000,000 of our 4.450% senior notes due 2027. Interest on the notes is payable on
January 15 and July 15 of each year, beginning July 15, 2017. Interest on the notes will accrue from January 12, 2017. The notes will mature on
July 15, 2027.
The notes will be redeemable, in whole or in part, at our option at any time, at a redemption price equal to the greater of 100% of the
principal amount of the notes to be redeemed or the "make-whole" redemption price, plus accrued and unpaid interest, if any, to the date of
redemption.
The notes will be our senior unsecured obligations and will rank equally with all of our existing and future senior indebtedness. The notes
will be fully and unconditionally guaranteed by our parent, Boardwalk Pipeline Partners, LP. The guarantees will rank equally with all of the
existing and future senior indebtedness of the guarantor. The notes and the guarantees will be structurally subordinated to all of our subsidiaries'
existing and future indebtedness and effectively subordinated to all of our and the guarantor's future secured indebtedness to the extent of the value
of the assets securing such indebtedness.

Investing in the notes involves risk. Please read "Risk Factors" beginning on page S-7 of this prospectus
supplement and on page 3 of the accompanying base prospectus as well as the risk factors discussed in
Boardwalk Pipeline Partners, LP's Annual Report on Form 10-K for the year ended December 31, 2015 and
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016, June 30, 2016 and September 30,
2016.
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Public Offering
Underwriting
Proceeds to us

Price (1)

Discount

(before expenses)(1)
Per Note

99.659%

0.650%

99.009%
Total

$ 498,295,000
$ 3,250,000
$
495,045,000

(1)
Plus accrued interest from January 12, 2017 if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
or determined if this prospectus supplement and the accompanying base prospectus are truthful or complete. Any representation to the
contrary is a criminal offense.
The notes will not be listed on any securities exchange or quoted on any automated quotation system. Currently, there is no public market for
the notes.
It is expected that delivery of the notes will be made to investors in registered book entry form only through the facilities of The Depository
Trust Company and its participants, including Euroclear and Clearstream, on or about January 12, 2017.

Joint Book-Running Managers

Barclays

Mizuho Securities

MUFG

Wells Fargo Securities
Citigroup

Deutsche Bank Securities

J.P. Morgan

RBC Capital Markets
Co-Managers

BofA Merrill Lynch
Regions Securities LLC
Santander
US Bancorp
BB&T Capital Markets
Goldman, Sachs & Co.
Morgan Stanley
January 5, 2017
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
SUMMARY
S-1
RATIO OF EARNINGS TO FIXED CHARGES
S-6
RISK FACTORS
S-7
USE OF PROCEEDS
S-11
CAPITALIZATION
S-12
DESCRIPTION OF THE NOTES
S-14
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-28
UNDERWRITING
S-33
LEGAL MATTERS
S-37
EXPERTS
S-37
WHERE YOU CAN FIND MORE INFORMATION
S-37
FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS
S-39
Base Prospectus

Page
ABOUT THIS PROSPECTUS

1
ABOUT BOARDWALK PIPELINE PARTNERS, LP

1
ABOUT BOARDWALK PIPELINES, LP

1
WHERE YOU CAN FIND MORE INFORMATION

1
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INFORMATION WE INCORPORATE BY REFERENCE

2
RISK FACTORS

3
FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS

4
RATIO OF EARNINGS TO FIXED CHARGES

6
USE OF PROCEEDS

7
DESCRIPTION OF THE COMMON UNITS

8
HOW WE MAKE CASH DISTRIBUTIONS

11
CONFLICTS OF INTEREST AND FIDUCIARY DUTIES

19
THE PARTNERSHIP AGREEMENT

26
DESCRIPTION OF DEBT SECURITIES

38
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

49
SELLING UNITHOLDERS

62
PLAN OF DISTRIBUTION

63
LEGAL MATTERS

65
EXPERTS

65
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and also adds to
and updates information contained in the accompanying base prospectus and the documents incorporated by reference into this prospectus
supplement and the accompanying base prospectus. The second part is the accompanying base prospectus, which gives more general information
about securities we may offer from time to time, some of which may not apply to this offering. Generally, when we refer to the "prospectus," we
are referring to both parts combined. If information in this prospectus supplement differs or varies from the information in the accompanying base
prospectus, you should rely on the information in this prospectus supplement.
This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our
control. See "Risk Factors" and "Forward-Looking Statements and Associated Risks" in this prospectus supplement and the accompanying base
prospectus.

S-i
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You should rely only on the information contained in or incorporated by reference in this prospectus supplement and the accompanying base
prospectus. Neither we nor the underwriters have authorized anyone to provide you with additional or different information. We and the
underwriters are not making an offer of the notes in any state or jurisdiction where the offer is not permitted. You should not assume that the
information contained in this prospectus supplement or the accompanying base prospectus or the information that is incorporated by reference
herein is accurate as of any date other than its respective date. Our business, financial condition, results of operation and cash flow may have
changed since such dates. If any statement in one of these documents is inconsistent with a statement in another document having a later date--for
example, a document incorporated by reference in this prospectus supplement or the accompanying base prospectus--the statement in the
document having the later date modifies or supersedes the earlier statement.

S-ii
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SUMMARY
This summary highlights information contained elsewhere in this prospectus supplement and the accompanying base prospectus. It does
not contain all of the information you should consider before making an investment decision. You should read the entire prospectus
supplement, the accompanying base prospectus, the documents incorporated by reference and the other documents to which we refer for a
more complete understanding of this offering. Please read "Risk Factors" beginning on page S-7 of this prospectus supplement and page 3 of
the accompanying base prospectus as well as the risk factors discussed in Boardwalk Pipeline Partners, LP's Annual Report on Form 10-K
for the year ended December 31, 2015 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016, June 30, 2016 and
September 30, 2016 for more information about important factors that you should consider before buying notes in this offering.
References in this prospectus supplement to "Boardwalk Pipelines," "we," "our," "us" or similar terms, when used in the present tense
or for historical periods, refer to Boardwalk Pipelines, LP together, unless the context otherwise requires, with our operating subsidiaries.
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References in this prospectus to our "general partner" refer to Boardwalk Operating GP, LLC. References in this prospectus to the "master
partnership," "our parent," "the guarantor" or "Boardwalk Pipeline Partners" refer to Boardwalk Pipeline Partners, LP. References to
"Loews" refer to Loews Corporation, the ultimate parent company of the master partnership's general partner. We are the wholly owned
subsidiary of the master partnership and the master partnership has no operations other than through us.
Boardwalk Pipelines, LP
We are a wholly owned subsidiary of Boardwalk Pipeline Partners, LP. Our business is conducted by our wholly owned subsidiaries,
Gulf Crossing Pipeline Company LLC (Gulf Crossing), Gulf South Pipeline Company, LP (Gulf South), Texas Gas Transmission, LLC
(Texas Gas), Boardwalk Field Services, LLC (Field Services), Boardwalk Louisiana Midstream, LLC (Louisiana Midstream) and Boardwalk
Petrochemical Pipeline, LLC (Boardwalk Petrochemical) (together, the operating subsidiaries), that transport and store natural gas, natural gas
liquids and other hydrocarbons (together, NGLs). Boardwalk Pipelines Holding Corp. (BPHC), a wholly owned subsidiary of Loews, owns
125.6 million of the master partnership's common units. Boardwalk GP, LP (Boardwalk GP), an indirect wholly owned subsidiary of BPHC,
holds the 2% general partner interest and all of the incentive distribution rights (IDRs) in the master partnership. As of January 4, 2017, the
common units and general partner interest owned by BPHC represent approximately 51% of the Partnership's equity interests, excluding IDRs.
Our Business
Through our operating subsidiaries we own and operate natural gas and NGLs pipelines, including integrated storage facilities. Our
natural gas pipeline systems originate in the Gulf Coast region, Oklahoma and Arkansas, and extend northeasterly to the Midwestern states of
Tennessee, Kentucky, Illinois, Indiana and Ohio. Our pipeline systems contain approximately 14,090 miles of interconnected natural gas
pipelines, directly serving customers in thirteen states and indirectly serving customers throughout the northeastern and southeastern U.S.
through numerous interconnections with unaffiliated pipelines. We also own and operate more than 435 miles of NGLs pipelines serving
customers in Texas and Louisiana. For the twelve months ended September 30, 2016, our pipeline systems transported approximately 2.3
trillion cubic feet (Tcf) of natural gas and approximately 63 million barrels (MMBbls) of NGLs. Average daily throughput on our natural gas
pipeline systems for the nine months ended September 30, 2016 was approximately 6.4 billion cubic feet (Bcf). Our natural gas storage
facilities are comprised of fourteen underground storage fields located in four states with aggregate working gas capacity of approximately
205.0 Bcf and our NGLs storage facilities located in Louisiana consist of nine salt-dome caverns with an aggregate storage capacity of 24.0
MMBbls. We also own three salt-dome caverns and a brine pond for use in providing brine supply services and to support NGLs storage
operations.

S-1
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Our transportation services consist of firm natural gas transportation, whereby the customer pays a capacity reservation charge to reserve
pipeline capacity at certain receipt and delivery points along our pipeline systems, plus a commodity and fuel charge on the volume of natural
gas actually transported, and interruptible natural gas transportation, whereby the customer pays to transport gas only when capacity is
available and used. We offer firm natural gas storage services in which the customer reserves and pays for a specific amount of storage
capacity, including injection and withdrawal rights, and interruptible storage and parking and lending (PAL) services where the customer
receives and pays for capacity only when it is available and used. We also transport and store NGLs and gather and process natural gas.
Contracts for most of our services related to NGLs are generally fee-based or based on minimum volume requirements, while others are
dependent on actual volumes transported or stored. Our NGLs storage rates are market-based and contracts are typically fixed-price
arrangements with escalation clauses. We are not in the business of buying and selling natural gas and NGLs other than for system
management purposes, but changes in the prices of natural gas and NGLs may impact the volumes of natural gas or NGLs transported and
stored by customers on our pipeline systems. Due to the capital-intensive nature of our business, our operating costs and expenses typically do
not vary significantly based upon the amount of products transported, with the exception of fuel consumed at our compressor stations and not
included in a fuel tracker.
Executive Offices, Ownership and Structure
We are a wholly owned subsidiary of the master partnership. We conduct the master partnership's operations and own its operating
subsidiaries. Our general partner is managed by the master partnership as its sole member. In turn, the master partnership is managed by its
general partner, Boardwalk GP. As a limited partnership, Boardwalk GP does not have a board of directors and is managed by its general
partner, Boardwalk GP, LLC, a Delaware limited liability company (or BGL). BGL has a board of directors that oversees the master
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partnership's management, operations and activities. Loews indirectly owns 100% of the equity interests in BGL and Boardwalk GP. For
information about the executive officers and directors of BGL, please read the information described under "Where You Can Find More
Information." The master partnership's principal executive offices are located at 9 Greenway Plaza, Suite 2800, Houston, Texas 77046, and its
telephone number is (866) 913-2122.

S-2
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The Offering

Issuer
Boardwalk Pipelines, LP

Guarantor
Boardwalk Pipeline Partners, LP

Notes Offered
$500,000,000 aggregate principal amount of 4.450% senior notes due 2027, or the notes.

Maturity Date
The notes will mature on July 15, 2027.

Interest
The notes will bear interest at the rate of 4.450% per year. Interest on the notes will be
payable in arrears on January 15 and July 15 of each year they are outstanding,
beginning on July 15, 2017. Interest on the notes will accrue from July 15, 2017.

Optional Redemption
The notes will be redeemable, in whole or in part, at our option at any time prior
to April 15, 2027, at a redemption price equal to the greater of 100% of the principal
amount of the notes to be redeemed or the "make whole" redemption price, plus accrued
and unpaid interest, if any, to the date of redemption. The notes will be redeemable in
whole or in part, at our option, at any time and from time to time on or after April 15,
2027 at a redemption price equal to 100% of the principal amount of the notes to be
redeemed, plus accrued and unpaid interest, if any, to the redemption date. See
"Description of the Notes--Optional Redemption."

Ranking
The notes will be:

· our, but not our subsidiaries', senior unsecured obligations;

· effectively subordinated in right of payment to all of our future secured debt to the

extent of the value of the assets securing such indebtedness;

· structurally subordinated in right of payment to all existing and future debt and other
liabilities, including trade payables, of our subsidiaries, including (i) $440.0 million
aggregate principal amount of 4.50% notes due 2021 and $100.0 million aggregate

principal amount of 7.25% debentures due 2027 of Texas Gas, (ii) $275.0 million
aggregate principal amount of 6.30% notes due 2017 and $300.0 million aggregate
principal amount of 4.00% notes due 2022 of Gulf South and (iii) our subsidiaries'
borrowings under our revolving credit facility;

· equal in right of payment to all of our, but not our subsidiaries', existing and future
senior debt, including (i) $300.0 million aggregate principal amount of our 5.50%
notes due 2017, $185.0 million aggregate principal amount of our 5.20% notes due

2018, $350.0 million aggregate principal amount of our 5.75% notes due 2019,
$300.0 million aggregate principal amount of our 3.375% notes due 2023, $600.0
million aggregate principal amount of our

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4.95% notes due 2024 and $550 million aggregate principal amount of our 5.95%
notes due 2026, (ii) borrowings by us under our revolving credit facility and (iii) any

future borrowings under our $300.0 million Subordinated Loan Agreement with
BPHC; and

· senior in right of payment to any of our, but not our subsidiaries', existing and future

indebtedness that is made expressly subordinated to the notes.

The indenture governing the notes will permit us to incur additional debt, all of which

may be senior debt and, subject to specified limitations, secured.

Guarantee
The notes will be fully and unconditionally guaranteed by the master partnership on a
senior unsecured basis. The master partnership's guarantee of the notes will rank equally
with all its existing and future senior debt, including its guarantee of indebtedness under
our revolving credit facility. The guarantee will be effectively subordinated in right of
payment to all of the master partnership's future secured debt to the extent of the value
of the assets securing such debt.

Use of Proceeds
We intend to use the net proceeds of approximately $494.1 million from this offering
(after deducting the underwriting discount and estimated offering expenses) for general
partnership purposes, which may include, among other things, growth capital
expenditures, repayment of future maturities of long-term debt and additions to working
capital. Pending such use, we intend to temporarily use the proceeds to reduce
borrowings under our revolving credit facility. Please read "Use of Proceeds" in this
prospectus supplement.

Affiliates of certain of the underwriters are lenders under our revolving credit facility

and will receive their respective share of any repayment of amounts outstanding under
the facility with the proceeds of this offering.

Risk Factors
You should carefully consider the information set forth in the section entitled "Risk
Factors" and the other information included or incorporated by reference in this
prospectus in deciding whether to invest in the notes.

Further Issues
We may from time to time, without notice to or the consent of the holders of the notes,
create and issue additional debt securities under the indenture governing the notes
having the same terms as, and ranking equally with, the notes in all respects (except for
the public offering price, issue date and the payment of interest accruing prior to the date
such additional notes are initially issued under the indenture).

Trustee, Registrar and Paying Agent
The Bank of New York Mellon Trust Company, N.A.

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Covenants of the Indenture
We will issue the notes under an indenture which will, among other things, restrict our
ability to create liens, enter into sale and leaseback transactions, enter into mergers or
sell all or substantially all of our assets. See "Description of the Notes--Certain
Covenants" and "--Merger, Amalgamation, Consolidation and Sale of Assets."

Governing Law
State of New York.

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RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of consolidated earnings to fixed charges for the periods presented:

Boardwalk Pipeline Partners, LP

Nine Months
Year Ended December 31

Ended
September 30,

2016

2015
2014
2013
2012
2011
Ratio of earnings to fixed charges

2.46x 2.20x 2.34x 2.43x 2.71x 2.22x
For purposes of calculating the ratio of consolidated earnings to fixed charges:

· "earnings" is the aggregate of the following items: pre-tax income or loss from continuing operations before adjustment for income

or loss from equity investees; plus fixed charges; plus amortization of capitalized interest; less capitalized interest and
noncontrolling interests in pre-tax income of subsidiaries that have not incurred fixed charges; and

· "fixed charges" means the sum of the following: interest expensed and capitalized; amortized premiums, discounts and capitalized

expenses related to indebtedness; and an estimate of the interest within rental expense. Fixed charges are not reduced by any
allowance for funds used during construction.

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RISK FACTORS
An investment in the notes involves risks. You should carefully consider all of the information contained in or incorporated by reference into
this prospectus, including the risk factors relating to our business included below and described under the caption "Risk Factors" beginning on
page 3 of the accompanying base prospectus and the risk factors described in the master partnership's Annual Report on Form 10-K for the year
ended December 31, 2015 and the master partnership's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016, June 30, 2016
and September 30, 2016, before investing in the notes. Our business, financial condition, results of operations or cash flows could be materially
adversely affected by any of these risks.
Risks Related to Our Business
We may not be able to replace expiring natural gas transportation contracts at attractive rates or on a long-term basis and may not be able to
sell short-term services at attractive rates or at all due to market conditions, which may adversely affect the value of and need for our
transportation services.
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Each year, a portion of our firm natural gas transportation contracts expire and need to be renewed or replaced. Over the past several years,
we have renewed some expiring contracts at lower rates and for shorter terms than in the past, and in other cases we attempted to remarket the
capacity to other customers. We expect this trend to continue, including for the contracts we entered into in 2008 and 2009 related to our East
Texas Pipeline, Southeast Expansion, Gulf Crossing Pipeline, and Fayetteville and Greenville Lateral growth projects. These projects are supported
by firm transportation agreements, typically having a term of ten years and priced based on then current market conditions. As the terms of these
contracts expire in 2018 and 2019, we will have significantly more transportation contract expirations than we have had during the past several
years. We cannot predict what market conditions will prevail when these contracts expire. If these contracts are renewed, we expect that the new
contracts will be at lower transportation rates and for shorter contract terms than our current contracts. If these contracts are renewed at current
market rates, the revenues earned from these transportation contracts would be materially lower than they are today. If we are unable to renew or
replace expiring contracts, or if the terms of any such renewal or replacement contracts are not as favorable as the expiring contracts, our revenues
and cash flows could be materially adversely affected. These market factors and conditions continue to impact our revenues, earnings before
interest, income taxes, depreciation and amortization ("EBITDA") and distributable cash flow.
The transportation rates we are able to charge customers are heavily influenced by market trends (both short and longer term), including the
available supply, geographical location of natural gas production, the demand for gas by end-users such as power plants, petrochemical facilities
and LNG export facilities and the price differentials between the gas supplies and the market demand for the gas (basis differentials). Current
market conditions have resulted in a sustained narrowing of basis differentials. The narrowing of basis differentials has reduced transportation rates
that can be charged and adversely affected the contract terms we can secure from our customers for available transportation capacity and for
contracts being renewed or replaced. The prevailing market conditions may also lead some of our customers to seek to renegotiate existing
contracts to terms that are less attractive to us; for example, seeking a current price reduction in exchange for an extension of the contract term. We
expect these market conditions to continue, which could have a material adverse effect on our revenues, EBITDA and distributable cash flows.
We are exposed to credit risk relating to default or bankruptcy by our customers.
Credit risk relates to the risk of loss resulting from the default by a customer of its contractual obligations or the customer filing bankruptcy.
We have credit risk with both our existing customers and those supporting our growth projects.

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Natural gas producers comprise a significant portion of our revenues and support several of our growth projects. In 2015, approximately 50%
of our revenues were generated from contracts with natural gas producers. For our existing interstate pipeline customers for which we are
providing services, our Federal Energy Regulatory Commission ("FERC") gas tariffs only allow us to require limited credit support in the event
that our transportation customers are unable to pay for our services. During 2016, the prices of oil and natural gas remained volatile. If gas prices
continue to remain volatile for a sustained period of time, our producer customers will be adversely affected, which could lead some customers to
default on their obligations to us or file for bankruptcy.
Credit risk also exists in relation to our growth, both because the foundation customers make long-term firm capacity commitments to us for
such projects and certain of those foundation customers agree to provide credit support as construction for such projects progresses. If a customer
fails to post required credit support during the growth project process, overall returns on the project may be reduced to the extent an adjustment to
the scope of the project results or we are unable to replace the defaulting customer.
Our credit exposure also includes receivables for services provided, future performance under firm agreements and volumes of gas owed by
customers for imbalances or gas loaned by us to them under certain No-Notice Services and PAL services.
In 2016, the credit ratings of several of our producer customers, including some of those supporting our growth projects, were downgraded.
The downgrades also restrict liquidity for those customers and may result in the nonperformance of their contractual obligations, including failure
to make future payments, or the failure to post required letters of credit or other forms of credit support. In addition, our customers that file for
bankruptcy protection may also seek to have their contracts with us rejected in the bankruptcy proceeding. During 2016, several of our customers
declared bankruptcy. While the overall impact of these bankruptcies was not material to our 2016 financial performance, one of the bankruptcies
did negatively affect one of our growth projects.
We rely on a limited number of customers for a significant portion of revenues. For 2015, while no customer comprised more than 10% of
our operating revenues, our top ten customers comprised approximately 45% of our revenues. If any of our significant customers have credit or
financial problems which result in bankruptcy, a delay or failure to pay for services provided by us, to post the required credit support for
construction associated with our growth projects or existing contracts or to repay the gas they owe us, it could have a material adverse effect on our
revenues.
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Our actual construction and development costs could exceed our forecasts, our anticipated cash flow from construction and development
projects may not be immediate and our construction and development projects may not be completed on time or at all, which may limit our
ability to maintain or increase cash distributions.
We are engaged in multiple significant construction projects involving our existing assets and the construction of new facilities for which we
have expended or will expend significant capital. We expect to continue to engage in the construction of additional growth projects and
modifications of our system. When we build a new pipeline or expand or modify an existing facility, the design, construction and development
occurs over an extended period of time, and we may not receive any increase in revenue or cash flow from that project until after it is placed in
service. Typically, there are several years between when the project is announced and when customers begin using the new facilities. During this
period we spend capital and incur costs without receiving any of the financial benefits associated with the projects, which may limit our ability to
maintain or increase cash distributions. The construction of new assets involves regulatory, environmental, activist, legal, political, materials and
labor costs, as well as operational and other risks that are difficult to predict and beyond our control. Any of these projects may not be completed
on time or at all due to a variety of factors, may be impacted by significant cost overruns or may be materially changed prior to completion as a
result of developments or circumstances that we are not aware of when we commit to the project, including the inability of any shipper to provide
adequate credit support or to otherwise perform their obligations under any precedent

S-8
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agreements. Any of these events could result in material unexpected costs or have a material adverse effect on our ability to realize the anticipated
benefits from our growth projects.
Risks Relating to the Notes
We may not be able to generate sufficient cash flow to meet our debt service obligations.
Our ability to make payments on and to refinance our indebtedness, including the notes, and to fund capital expenditures will depend on our
ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and
other factors that are beyond our control.
We cannot assure you that we will generate sufficient cash flow from operations or that future borrowings will be available to us under our
revolving credit facility in an amount sufficient to fund our liquidity needs. We may need to refinance all or a portion of our indebtedness,
including the notes, on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including our revolving
credit facility and the notes, on commercially reasonable terms or at all.
Our substantial indebtedness and other financial obligations could impair our financial condition and our ability to fulfill our debt obligations.
We have substantial indebtedness and other financial obligations. As of September 30, 2016, as adjusted to give effect to this offering, we
had:

· total indebtedness of approximately $4.1 billion; and

· the full $1.5 billion of available credit under our revolving credit facility and $300.0 million available under our subordinated loan.
We will be permitted, under our revolving credit facility and the indenture governing the notes and the indentures governing our existing
notes, to incur additional debt, subject to certain limitations under our revolving credit facility and, in the case of secured debt, under the indenture
governing the notes. If we incur additional debt following this offering, our increased leverage could, for example:

· make it more difficult for us to satisfy our obligations under the notes or other indebtedness and, if we fail to comply with the

requirements of the other indebtedness, could result in an event of default on the notes or such other indebtedness;

· require us to dedicate a substantial portion of our cash flow from operations to required payments on indebtedness, thereby reducing the

availability of cash flow for working capital, capital expenditures and other general business activities, including paying distributions;

· limit our ability to obtain additional financing in the future for working capital, acquisitions, capital expenditures and other general

business activities;

· limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

· detract from our ability to successfully withstand a downturn in our business or the economy generally; and

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· place us at a competitive disadvantage relative to less leveraged competitors.
If we are unable to meet our debt service obligations and other financial obligations, we could be forced to restructure or refinance our
indebtedness and other financial obligations, seek additional equity capital or sell our assets. We may be unable to obtain such financing or capital
or sell our assets on satisfactory terms, if at all.

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In the event of our bankruptcy or liquidation, holders of the notes will be paid from any assets remaining after payments to any holders of our
secured debt and the debt of our subsidiaries.
The notes will be our and the guarantor's general unsecured senior obligations, and effectively subordinated to any secured debt that we may
incur in the future to the extent of the value of the assets securing that debt and structurally subordinated to any indebtedness of our subsidiaries.
Our subsidiaries have a substantial amount of indebtedness, including, as of September 30, 2016, (i) an aggregate of approximately $1.1 billion in
senior notes issued by Texas Gas or Gulf South and (ii) no outstanding borrowings under our $1.5 billion revolving credit facility. Our subsidiaries
may incur additional indebtedness in the future. Our right to receive any assets of our subsidiaries, as an equity holder of such subsidiaries, and the
consequent right of the holders of the notes to participate in those assets, will be structurally subordinated to the claims of the applicable
subsidiaries' creditors. If we are declared bankrupt or insolvent, or are liquidated, the holders of our secured debt and any debt of our subsidiaries
will be entitled to be paid in full from our assets before any payment may be made with respect to the notes. If any of the foregoing events occur,
we cannot assure you that we will have sufficient assets to pay amounts due on any secured debt and the notes.
Your ability to transfer the notes may be limited by the absence of an active trading market, and there is no assurance that any active trading
market will develop for the notes.
The notes are a new issue of securities for which there is no established public market. Although we have registered the sale of the notes
under the Securities Act of 1933, as amended, we do not intend to list the notes for trading on any securities exchange or arrange for any quotation
system to quote prices for them. The underwriters have informed us that they intend to make a market in the notes, as permitted by applicable laws
and regulations; however, the underwriters are not obliged to make a market in the notes, and they may discontinue their market-making activities
at any time without notice. Therefore, we cannot assure you that an active market for the notes will develop or, if developed, that it will continue.
In the absence of an active trading market, you may not be able to transfer the notes within the time or at the price you desire.
If we or the master partnership were treated as a corporation for U.S. federal income tax purposes, or if we or the master partnership were to
become subject to additional amounts of entity level taxation for state tax purposes, then the amount of cash available for payment of principal
and interest on the notes would be substantially reduced.
Current law may change so as to cause us or the master partnership to be treated as a corporation for U.S. federal income tax purposes or
otherwise subject us or the master partnership to entity level taxation. For example, from time to time, members of the U.S. Congress propose and
consider substantive changes to the federal income tax laws that affect publicly traded partnerships. One such legislative proposal would have
eliminated the qualifying income exception upon which the master partnership relies for its treatment as a partnership for U.S. federal income tax
purposes. We are unable to predict whether any of these changes, or other proposals, will be reconsidered or will ultimately be enacted.
In addition, the Internal Revenue Service, on May 5, 2015, issued proposed regulations concerning which activities give rise to qualifying
income within the meaning of Section 7704 of the Internal Revenue Code. We do not believe the proposed regulations affect the master
partnership's ability to qualify as a publicly traded partnership. However, finalized regulations could modify the amount of gross income that we or
the master partnership are able to treat as qualifying income for the purposes of the qualifying income requirement.
If we or the master partnership were treated as a corporation for U.S. federal income tax purposes, we or the master partnership would pay
U.S. federal income tax on our taxable income at the corporate tax rate (which is currently a maximum of 35%) and would likely pay additional
state income tax at varying rates. In addition, at the state level, because of widespread state budget deficits and other reasons, several states are
evaluating ways to subject partnerships to entity level taxation through the imposition of state income, franchise and other forms of taxation.
Imposition of either U.S. corporate income tax or these entity-level state taxes on our income could negatively impact the amount of cash available
for payment on the notes and on our other debt obligations.

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