UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K


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)		November 10, 2025

CURRENT REPORT


BOARDWALK PIPELINE PARTNERS, LP
(Exact name of registrant as specified in its charter)

Delaware	01-32665	20-3265614
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

9 Greenway Plaza, Suite 2800
Houston,	Texas	77046
(Address of principal executive office)

(866)	913-2122
(Registrant’s telephone number, including area code)

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): February 15, 2024

BOARDWALK PIPELINE PARTNERS, LP

(Exact name of registrant as specified in its charter)

Delaware		01-32665		20-3265614
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

9 Greenway Plaza, Suite 2800

Houston, Texas 77046

(Address of principal executive offices)

(866) 913-2122

Registrant’s telephone number, including area code

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:

☐ 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))

Securities registered or to be registered pursuant to Section 12(b) of the Act:


Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
NONE	NONE	NONE

~~Title~~Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of ~~each~~the ~~class~~Securities ~~TradingSymbol~~Act of 1933(s§230.405 of this chapter) ~~Name~~or Rule 12b-2 of ~~each~~the ~~exchangeon~~Securities ~~which~~Exchange ~~registered~~Act ~~NONE~~of ~~NONE~~1934 ~~NONE~~(§240.12b-2 of this chapter).

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for ~~complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐~~

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

~~Tenth~~ ~~Supplemental~~Revolving ~~Indenture~~Credit Facility

On ~~February 15~~November 10, ~~2024~~2025, Boardwalk ~~Pipelines~~Pipeline Partners, LP (~~“Boardwalk~~the ~~Pipelines”~~"Company"), aand ~~wholly~~certain of its wholly-owned ~~subsidiary~~subsidiaries ofentered into a Fourth Amended and Restated Revolving Credit Agreement (the "Amended Credit Agreement") among the Company, as guarantor, Boardwalk Pipelines, LP, Texas Gas Transmission, LLC and Gulf South Pipeline ~~Partners~~Company, LPLLC, aas ~~Delaware~~borrowers ~~limited~~(the ~~partnership~~"Borrowers"), and the several lenders and issuers party thereto (the ~~“Company”~~"Lenders"), ~~completed~~Wells ~~its~~Fargo ~~offering~~Bank, N.A., as administrative agent, Barclays Bank PLC, Citibank, N.A., JPMorgan Chase Bank, N.A., MUFG Bank, Ltd., Regions Bank, Truist Bank, U.S. Bank National Association, Bank of ~~$600~~America, N.~~0 million~~A., and Sumitomo Mitsui Banking Corporation, as co-syndication agents and the other agents identified therein. Under the Amended Credit Agreement, the Lenders will provide the Borrowers certain revolving loans, swingline loans and letters of credit to be used for general partnership purposes, including acquisitions, capital expenditures and payment of distributions, in an aggregate ~~principal~~ amount of 5up to $1.~~625%~~0 ~~senior~~billion. ~~unsecured~~Each ~~notes~~Borrower ~~due~~is ~~2034~~subject ~~(the~~to ~~“Notes”)~~a ~~which~~separate ~~are~~sublimit ~~fully~~for ~~and~~borrowings ~~unconditionally~~under this facility. The Company has guaranteed onthe aobligations ~~senior~~of ~~unsecured~~the ~~basis~~Borrowers byunder the ~~Company.~~Amended Credit Agreement.

Maturity. The ~~Notes~~Amended ~~were~~Credit ~~issued~~Agreement ~~pursuant~~has toa anmaturity ~~indenture,~~date ~~dated as~~ of ~~August 21,~~November ~~2009 (the “Original Indenture”)~~10, between Boardwalk Pipelines, as issuer, the Company, as guarantor, and The Bank of New York Mellon Trust Company, as trustee (the “Trustee”), as amended by the Third Supplemental Indenture, dated April 18, 2013 (the “Third Supplemental Indenture” and, together with the Original Indenture, the “Base Indenture”), and supplemented by the Tenth Supplemental Indenture, dated February 15, 2024 (the “Tenth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”)2030. ~~A copy of the Tenth Supplemental Indenture is filed as Exhibit 4.1 to this report and is incorporated by reference herein.~~

~~Interest~~Prepayments. onThe ~~the~~Borrowers ~~Notes will be payable in arrears on February 1 and August 1 of each year they~~ are ~~outstanding,~~allowed ~~beginning on August 1, 2024. Boardwalk Pipelines may redeem the Notes, in whole or in part, at any time and from time~~ to ~~time~~prepay ~~prior~~all toloans ~~May 1,~~under ~~2034 at a redemption price equal to~~ the ~~greater~~credit offacility 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. Boardwalk Pipelines may redeem the Notes, in whole or in part, at any time ~~and~~without ~~from~~premium ~~time to time on~~ or ~~after~~penalty ~~May 1,~~(other ~~2034~~than atcustomary abreakage ~~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~~costs).

~~The~~Interest. ~~Indenture~~Interest ~~contains~~is ~~covenants~~determined, ~~that~~at ~~will limit~~ the ~~ability~~Company's ~~of Boardwalk Pipelines~~election, ~~and~~by ~~its~~reference ~~subsidiaries~~ to, ~~among~~(a) ~~other~~the ~~things,~~base ~~create liens~~rate, ~~enter~~plus ~~into~~an ~~sale-leaseback~~applicable ~~transactions,~~margin ~~sell~~from ~~assets~~0.00% orto ~~merge with other entities~~0.75% ~~The~~based ~~Indenture does not restrict Boardwalk Pipelines or its subsidiaries from incurring additional indebtedness, paying distributions~~ on ~~its~~the ~~equity~~individual ~~interests~~Borrower's orcredit ~~purchasing or redeeming their equity interests~~rating, ~~nor~~which ~~does~~is ~~it require~~ the ~~maintenance~~highest of ~~any~~(1) ~~financial~~the ~~ratios~~prime orrate, ~~specified~~(2) ~~levels~~the offederal ~~net~~funds ~~worth~~rate orplus ~~liquidity~~0.50% Inand ~~addition,~~(3) the ~~Indenture~~one ~~does~~month ~~not~~term ~~contain~~Secured ~~any~~Overnight ~~provisions~~Financing ~~that~~Rate ~~would~~plus ~~require~~1.00%, ~~Boardwalk Pipelines to repurchase~~ or ~~redeem~~(b) ~~or otherwise modify~~ the ~~terms~~term ofSecured ~~the~~Overnight ~~Notes~~Financing ~~upon~~Rate, aplus ~~change~~an inapplicable ~~control~~margin orfrom ~~other~~1.00% ~~events~~to ~~involving Boardwalk Pipelines~~1.75% ~~Events~~based ofon ~~default under~~ the ~~Indenture~~individual ~~include~~Borrower's ~~(i) a~~credit ~~default~~rating. inThe ~~the~~credit ~~payment~~agreement ofprovides ~~principal~~for ofa ~~the~~quarterly ~~Notes~~commitment ~~or,~~fee ~~following~~charged aon ~~period~~the ofaverage 30daily ~~days,~~unused ofamount ~~interest, (ii) a breach~~ of ~~Boardwalk Pipelines’ covenants or warranties under~~ the ~~Indenture~~revolving orcredit ~~the~~facility ~~Company’s~~ranging ~~under~~from ~~its~~0.10% ~~guarantee~~to ~~and~~0.25% ~~(iii) certain~~which ~~events~~is ofdetermined ~~bankruptcy,~~based ~~insolvency~~on ~~or liquidation involving Boardwalk Pipelines,~~ the ~~Company~~individual orBorrower's ~~any~~credit ~~Guarantor~~rating ~~(as~~from ~~defined~~time into ~~the Indenture)~~time.

Conditions. The Borrowers’ ability to borrow amounts under the revolving credit facility will be subject to the execution of customary documentation relating to the facility, including satisfaction of certain customary conditions precedent and compliance with terms and conditions included in the loan documents.

Financial Covenant. The Amended Credit Agreement requires that the Company maintain a minimum ratio, as of the last day of each fiscal quarter, of Consolidated Total Debt (as defined in the Amended Credit Agreement), less any cash and Cash Equivalents (as defined in the Amended Credit Agreement) so long as there are no outstanding borrowings or unpaid drawings on letters of credit under the revolving credit facility to Consolidated EBITDA (as defined in the Amended Credit Agreement), measured for the preceding four fiscal quarters, of not more than 5.00 to 1.00. If the Company, a Borrower or any of their subsidiaries completes an acquisition having a purchase price of $100.0 million or more that otherwise meets the conditions for a qualifying acquisition under the credit facility, the leverage ratio increases to 5.50 to 1.00 for the quarter in which the acquisition occurs and a period of three consecutive fiscal quarters immediately following the quarter in which the acquisition occurred.

Negative Covenants. The Amended Credit Agreement prohibits the Borrowers from declaring dividends or distributions if any event of default, as defined in the Amended Credit Agreement, occurs or would result from such a declaration. In addition, the Amended Credit Agreement contains covenants (subject to various exceptions) limiting the ability of the Company, the Borrowers and their subsidiaries to, among other things:

•incur or guarantee indebtedness;

•make certain negative pledges and grant certain liens;

•make certain restricted payments on subordinated debt;

•enter into sale and lease-back transactions;

•enter into any transaction with an affiliate;

•make any material changes to the nature of its business; or

•enter into a merger, consolidation or sale of assets.

Events of Default. If an event of default exists under the Amended Credit Agreement, the lenders will be able to terminate the commitments under the credit facility and accelerate the maturity of all outstanding loans, as well as exercise other rights and remedies. Each of the following will be an event of default under the Amended Credit Agreement:

•failure to pay any principal, interest, fees, expenses or other amounts when due;

•failure of any representation or warranty to be true and correct in any material respect;

•failure to perform or otherwise comply with the covenants in the Amended Credit Agreement or other loan documents, subject to certain grace periods;

•default by a Borrower or an affiliate of a Borrower on the payment of any other indebtedness in excess of $50.0 million, or any default in the performance of any obligation or condition with respect to such indebtedness beyond the applicable grace period if the effect of the default is to permit or cause the acceleration of the indebtedness;

•bankruptcy or insolvency events involving a Borrower or an affiliate of a Borrower;

•the entry of, and failure to pay, one or more adverse judgments in excess of $25.0 million with respect to which enforcement proceedings are brought or that are not stayed pending appeal;

•a change in control of the Company or a Borrower;

•the invalidity or unenforceability of any material provision in the Amended Credit Agreement or related documents; and

•the occurrence of certain events with respect to employee benefit plans subject to ERISA.

A copy of the Amended Credit Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information ~~provided~~included ~~under Item 1.01~~ in ~~this report regarding the Notes and the Tenth Supplemental Indenture is incorporated by reference into this~~ Item ~~2.03. The description set forth above in Item~~ 1.01 ~~is qualified in its entirety by the Original Indenture, the Third Supplemental Indenture and the Tenth Supplemental Indenture (including the form~~ of ~~Note~~this ~~attached thereto). A copy of the Original Indenture was filed as Exhibit 4.1 to the Company’s~~ Current Report on Form 8-K ~~filed on August 21, 2009 and~~ is incorporated herein by reference. Ainto ~~copy~~this ofItem ~~the Third Supplemental Indenture was filed as Exhibit 4.~~2 ~~to the Company’s Current Report on Form 8-K filed on April 23, 2013 and is incorporated herein by reference~~. ~~A copy of the Tenth Supplemental Indenture (including the form of Note attached thereto) is filed as an exhibit to this report and is incorporated by reference herein~~03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	~~Description~~	Description
4.1	Tenth Supplemental Indenture, dated February 15, 2024, by and among Boardwalk Pipelines, LP, as issuer, Boardwalk Pipeline Partners, LP, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee.
10.1		Fourth Amended and Restated Revolving Credit Agreement, dated as of November 10, 2025, among Boardwalk Pipelines, LP, Texas Gas Transmission, LLC and Gulf South Pipeline Company, LLC, as borrowers, Boardwalk Pipeline Partners, LP, as guarantor, the several lenders and issuers party thereto, Wells Fargo Bank, N.A., as administrative agent, Barclays Bank PLC, Citibank, N.A., JPMorgan Chase Bank, N.A., MUFG Bank, Ltd., Regions Bank, Truist Bank, U.S. Bank National Association, Bank of America, N.A., and Sumitomo Mitsui Banking Corporation, as co-syndication agents, and Wells Fargo Securities, LLC, Barclays Bank PLC, Citibank, N.A., J.P. Morgan Chase Bank, N.A., MUFG Bank, Ltd., Regions Capital Markets, a division of Regions Bank, Truist Securities, Inc., U.S. Bank National Association, BOFA Securities, Inc., and Sumitomo Mitsui Banking Corporation, as joint lead arrangers and joint bookrunners.
104	~~Cover Page Interactive Data File (embedded within the Inline XBRL document)~~	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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 thereunto duly authorized.

BOARDWALK PIPELINE PARTNERS, LP By: BOARDWALK GP, LP, its general partner By: BOARDWALK GP, LLC, its general partner By: /s/ Steven A. Barkauskas Steven A. Barkauskas Senior Vice President, – Chief Financial Officer (Duly authorized officer and principal financial officer)

Dated: ~~February 16~~November 12, ~~2024~~ 2025

Filing Compare · Boardwalk Pipeline Partners, LP