K-Sea Transportation Partners Lp (Other) (8-K)
September 21 2007 - 4:06PM
Edgar (US Regulatory)
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):
September 20, 2007
K-SEA TRANSPORTATION PARTNERS
L.P.
(Exact name of registrant as specified in its charter)
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Delaware
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001-31920
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20-0194477
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(State or other
jurisdiction
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(Commission File
Number)
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(IRS Employer
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of
incorporation)
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Identification
No.)
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One Tower Center Boulevard, 17th Floor
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East
Brunswick, New Jersey
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08816
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(Address of
principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(732) 565-3818
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):
o
Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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 September 20, 2007, K-Sea Transportation Partners
L.P. (the “Partnership”) and certain of its subsidiaries entered into an
underwriting agreement with Lehman Brothers Inc., Citigroup Global Markets Inc.
and UBS Securities LLC, as representatives of the several underwriters named
therein, with respect to the offer and sale in an underwritten public offering
(the “Offering”) by the Partnership of up to 4,025,000 common units
representing limited partner interests in the Partnership (including up to
525,000 common units issuable upon exercise of the underwriters’ over-allotment
option) for a price of $39.50 per common unit. The common units to be
offered and sold in the Offering have been registered under the Securities Act
of 1933, as amended, pursuant to the Partnership’s Registration Statement on
Form S-3 (SEC File No. 333-142433), which was declared effective by the
Securities and Exchange Commission on May 8, 2007. The Partnership
expects the transaction to close on or about September 26, 2007.
A copy of the underwriting agreement and press release
with respect to the Offering have been filed as Exhibits 1.1 and 99.1,
respectively, to this report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
The
following exhibits are filed herewith:
1.1
Underwriting
Agreement dated September 20, 2007 by and among K-Sea Transportation Partners
L.P., K-Sea General Partner L.P., K-Sea General Partner GP LLC, K-Sea Operating
Partnership L.P. and K-Sea OLP GP LLC, on the one hand, and Lehman Brothers
Inc., Citigroup Global Markets Inc., UBS Securities LLC, on the other hand, as
representatives of the several underwriters.
5.1
Opinion
of Baker Botts L.L.P.
8.1
Opinion
of Baker Botts L.L.P. relating to tax matters.
23.1
Consent
of Baker Botts L.L.P. (included in Exhibit 5.1 hereto).
23.2
Consent
of Baker Botts L.L.P. (included in Exhibit 8.1 hereto).
99.1
Press
Release dated September 21, 2007.
2
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.
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K-SEA TRANSPORTATION PARTNERS L.P.
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By:
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K-SEA GENERAL PARTNER L.P.,
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its general partner
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By:
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K-SEA GENERAL PARTNER GP
LLC, its general partner
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Date: September 21, 2007
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By:
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/s/ John J.
Nicola
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John J. Nicola
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Chief Financial
Officer
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3
EXHIBIT INDEX
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EXHIBIT
NUMBER
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EXHIBIT DESCRIPTION
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1.1
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Underwriting Agreement dated September 20, 2007 by
and among K-Sea Transportation Partners L.P., K-Sea General Partner L.P.,
K-Sea General Partner GP LLC, K-Sea Operating Partnership L.P. and K-Sea OLP
GP LLC, on the one hand, and Lehman Brothers Inc., Citigroup Global Markets
Inc. and UBS Securities LLC, on the other hand, as representatives of the
several underwriters.
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5.1
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Opinion of Baker Botts L.L.P.
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8.1
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Opinion of Baker Botts L.L.P. relating to tax
matters.
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23.1
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Consent of Baker Botts L.L.P. (included in Exhibit
5.1 hereto).
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23.2
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Consent of Baker Botts L.L.P. (included in Exhibit
8.1 hereto).
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99.1
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Press Release dated September 21, 2007.
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