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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 14, 2007

DCP MIDSTREAM PARTNERS, LP
(Exact name of registrant as specified in its charter)

DELAWARE
001-32678
03-0567133
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

370 17th Street, Suite 2775
Denver, Colorado 80202
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (303) 633-2900

(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:


£
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 7.01 Regulation FD Disclosure.
 
DCP Midstream Partners, LP (the “Partnership”) announced in a press releases dated September 14, 2007, which is incorporated by reference into this item 7.01 from Exhibit 99.1 attached hereto, that it will participate in the UBS Master Limited Partnership Conference (the “Conference”) in Las Vegas, Nevada on Wednesday, September 19, 2007 and Thursday, September 20, 2007. The Partnership will have available a slide presentation at the Conference, which is incorporated by reference into this item 7.01 from Exhibit 99.2 attached hereto. Mark A. Borer, president and chief executive officer of DCP Midstream GP, LLC (“DCP GP”), the general partner to the general partner of the Partnership and Thomas E. Long the vice president and chief financial officer of DCP GP, will represent the Partnership at the Conference. A copy of the slide presentation will be available on the Partnership’s website under the Investor Relations Section (www.dcppartners.com).

In accordance with General Instruction B.2 of Form 8-K, the press release and the slide presentation shall not be deemed “filed” for the purpose of Section 18 of the Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933 or Exchange Act of 1934, each as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits. 

(a) Exhibits.
 
Exhibit Number
  
Description
Exhibit 99.1
Exhibit 99.2
  
Press Release dated September 14, 2007
Presentation by DCP Midstream Partners, LP
 
 

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 hereunto duly authorized.
 
     
  DCP MIDSTREAM PARTNERS, LP
 
 		  
 		  
 
  By:  DCP MIDSTREAM GP, LP
its General Partner
     
  By: DCP MIDSTREAM GP, LLC
its General Partner
     
  By:   /s/ Michael S. Richards 
 
Name:Michael S. Richards
Title:Vice President, General Counsel and Secretary
 
September 14, 2007


EXHIBIT INDEX

Exhibit Number
  
Description
Exhibit 99.1
Exhibit 99.2
  
Press Release dated September 14, 2007
Presentation by DCP Midstream Partners, LP



- 1 -

September 14, 2007
 
MEDIA AND INVESTOR RELATIONS CONTACT:
Karen L. Taylor
 
Phone:
303/633-2913
 
24-Hour:
303/809-9160


DCP MIDSTREAM PARTNERS TO PARTICIPATE IN UBS MLP CONFERENCE

DENVER - DCP Midstream Partners (NYSE: DPM), or the Partnership, will participate in the UBS Master Limited Partnership Conference on Wednesday and Thursday, Sept. 19 and Sept. 20, 2007, in Las Vegas, Nev. Mark A. Borer, president and chief executive officer, and Tom E. Long, vice president and chief financial officer, will represent the Partnership at the conference.

A slide presentation is available today on the investor page of the Partnership’s Web site at http://www.dcppartners.com.

DCP Midstream Partners, LP (NYSE: DPM) is a midstream master limited partnership that gathers, processes, transports and markets natural gas and natural gas liquids and is a leading wholesale distributor of propane. DCP Midstream Partners, LP is managed by its general partner, DCP Midstream GP, LLC, which is wholly owned by DCP Midstream, LLC, a joint venture between Spectra Energy and ConocoPhillips. For more information, visit the DCP Midstream Partners, LP Web site at http://www.dcppartners.com.


###
 
 

DCP Midstream Partners, LP

UBS MLP Conference

September 19-20, 2007

 

Forward Looking Statements

Under the Private Securities Litigation Reform Act of 1995

This document may contain or incorporate by reference forward-looking statements as defined under the federal securities
laws regarding DCP Midstream Partners, LP, including projections, estimates, forecasts, plans and objectives.  Although
management believes that expectations reflected in such forward-looking statements are reasonable, no assurance can be
given that such expectations will prove to be correct.  In addition, these statements are subject to certain risks, uncertainties
and other assumptions that are difficult to predict and may be beyond our control.  If one or more of these risks or uncertainties
materialize, or if underlying assumptions prove incorrect, the Partnership’s actual results may vary materially from what
management anticipated, estimated, projected or expected.  Among the key risk factors that may have a direct bearing on the
Partnership’s results of operations and financial condition are: 

       the level and success of natural gas drilling around our assets and our ability to connect supplies to our
        gathering and processing systems in light of competition;

       our ability to grow through acquisitions, asset contributions from our parents, or organic growth projects, and the
        successful integration and future performance of such assets;

       our ability to access the debt and equity markets;

       fluctuations in oil, natural gas, propane and other NGL prices;

       our ability to purchase propane from our principal suppliers for our wholesale propane logistics business;  and

       the credit worthiness of counterparties to our transactions. 

 

Investors are encouraged to closely consider the disclosures and risk factors contained in the Partnership’s annual and
quarterly reports filed from time to time with the Securities and Exchange Commission.  The Partnership undertakes no
obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or
otherwise.  Information contained in this document is unaudited, and is subject to change.

2

 

Our Partnership and Our Sponsors

64.6%
Common
LP Interest
(15.7MM units)

33.9% Subordinated and Common LP Interests

(8.2MM units)

1.5% GP Interest

NYSE: DPM

50%

50%

Spectra Energy

ConocoPhillips

Public

Unitholders

Natural Gas Services

NGL Logistics

Wholesale Propane Logistics

3

 

Our General Partner: DCP Midstream, LLC

One of the nation’s largest natural
gas gatherers and producers &
marketers of NGLs

54 owned or operated plants,  10
fractionators and 58,000 miles of
pipe

2006 net income in excess of $1.1
billion

Industry leading midstream business

4

 

Key Investment Highlights

Well positioned to execute growth strategy

Ability to capitalize on strong sponsorship

Assets with strong market positions

Stable cash flows from fee and substantially hedged
commodity positions

Experienced management team with a demonstrated
track record of growing midstream and MLP businesses

Organic growth potential

Low cost of capital to facilitate growth strategy

5

 

Quarterly Distributions

Comparative Returns

Growth Drives Impressive Total Return

$0.405

$0.430

$0.465

$0.530

$0.380

$0.350

109%

23%

15%

Indexed price (%)

6

 

Overview of Business Strategies
and Recent Transactions

7

 

Pursue strategic and accretive acquisitions

Consolidate with and expand existing infrastructure

Pursue new lines of business and geographic areas

Potential to acquire assets from Sponsors

Acquire:

Capitalize on organic expansion opportunities

Expand existing infrastructure

Develop projects in new areas

Build:

Maximize profitability of existing assets

Increase capacity utilization

Expand market access

Enhance operating efficiencies

Leverage ability to provide integrated services

Optimize:

Our primary business objective: increase our cash distribution per unit

Business Strategies

8

 

Transactions/projects completed since IPO

Successful Execution of Business Strategies

   

   

   

Transaction
Value ($MM)

3rd Party Acquisitions

$722

Total

12

Wilbreeze

Build New Assets

165

Momentum

Transactions in Conjunction with Sponsor

     

     New assets in new geographic areas

270

Discovery & East Texas

New assets in new geographic areas

   83

Wholesale Propane

New lines of business

Dropdown Transactions

   11

Laser

Expand existing footprint

$181

Anadarko

New geographic areas

   

2006 EBITDA was 42% above IPO prospectus

2006 distribution coverage was 1.6x; YTD 2007
coverage is 1.2x

Distributions now 51.4% over MQD

2006 / YTD 2007

Financial Highlights

9

 

System Map – At Time of IPO

Gulf Coast focus

Two business segments

Five assets:

Minden Processing
Plant and Gathering
System

Pelico System

Ada Processing Plant
and Gathering System

Black Lake Pipeline

Seabreeze Pipeline

10

 

System Map – Current

Acquisitions and construction diversify cash flow and grow asset footprint

Three business segments

13 assets:

Minden Processing Plant and
Gathering System

Pelico System

Ada Processing Plant and
Gathering System

Black Lake Pipeline

Seabreeze Pipeline

Wholesale Propane
Distribution

Discovery (40%)

East Texas Complex (25%)

Momentum PRB

Momentum Piceance

Anadarko MidCon assets

Wilbreeze Pipeline

Laser Extension

11

 

Business Segment Overview

12

 

Natural Gas Services Segment

Recent acquisitions add
scale and diversity

Assets well positioned to
capture processing,
marketing and
transportation upside

Commodity exposure
substantially hedged
through 2012

Integrated business with strong market position

13

 

NGL Logistics Segment

Access to key markets / fee-based cash flows

Wilbreeze pipeline
delivers DCP Midstream
volumes

Seabreeze volumes
increasing

Fee-based revenue

14

 

Wholesale Propane Logistics Segment

Largest wholesale
propane supplier in
the Northeast

Generates fee-like
earnings

Diversity of supply
sources

Integrated and
strategically located
business

Six owned rail terminals and one owned pipeline terminal

  Leased marine terminal

  475,000 barrels storage

  Marketing at several open access pipeline terminals

Integrated business with strong market position

15

 

Acquired Businesses and Constructed Assets

16

 

Laser Transaction – Extends N. LA Footprint

Natural extension of existing
Minden gathering system

Key producers include
Chesapeake, Devon,
ConocoPhillips, Anadarko,
Headington

$10.2 million purchase price

Closed April 2, 2007

Adds 7 MMcf/d to Minden gathered volumes

17

 

Lindsay Transaction– Synergies with Sponsor

Acquired natural gas gathering
assets from Anadarko for $181
million

Expands footprint into Mid-
Continent

Provides operational synergies with
assets currently owned and
operated by DCP Midstream, LLC

Have historically gathered
approximately 25 mmcf/d of
production in Grady, Garvin and
McClain counties

Gathering system consists of over
225 miles of pipeline and 9,500 hp
of compression

Closed May 9, 2007

Compliments Sponsor’s position in Mid-Continent

18

 

Momentum Transaction – Brings New Basins

$635 million acquisition of Momentum Energy Group by DCP
Midstream

Allows DCP Midstream and DPM to collectively establish a strong
presence in three prominent producing basins

Fort Worth, Piceance and Powder River Basins

DPM acquired Piceance and PRB portions of asset base from DCP
Midstream

Assets with existing cash flow

$165 million transaction

Transaction financed via issuance of $100 million of equity to sellers,
debt and cash on hand

Number of sellers chose to roll a portion of their equity in
Momentum into DPM units

Closed August 29, 2007

Third-party acquisition made in conjunction with general partner

19

 

Douglas Gathering System

1,324 miles of pipeline with
footprint covering more than
4,000 square miles

High pressure pipeline
through the heart of the
Powder River Basin

Multiple operating modes

Low pressure casing head

Medium pressure CBM

High pressure
transportation

Extensive PRB system

20

 

Collbran Gathering & Processing System

High organic growth potential

Evaluating significant
future expansion plans
with JV partners

60 MMcf/d Anderson Gulch
processing facility

Processing capacity will
expand to 120 MMcf/d in  
1Q 2008

Key producers are Plains
Exploration and Delta
Petroleum

24,200 acres – 10-year
dedication with 67 Bcf
volumetric guarantee

100% fee-based contracts

Purchased 70% of system
(Plains Exploration owns
25%, Delta owns 5%)

31 mile gathering system in Southern Piceance Basin in W. Colorado

21

 

$270 MM “Dropdown” Transactions

40% non-operated interest in partnership owning 270
mile deepwater GOM gathering & transmission system

600 MMcf/d processing plant and 32 MBbls/d
fractionator located in Louisiana

25% interest in a 900 mile gathering system, 780
MMcf/d processing plant and Carthage Hub located
mainly in Panola County, Texas

Discovery

East Texas

Purchase of $270 million of assets from DCP Midstream

Closed effective July 1, 2007

22

 

East Texas Complex Overview

Located in Panola, Harrison, Shelby and Rusk Counties, TX with some smaller
lines in DeSoto and Caddo Parishes, LA.  Assets include 5 parts:

East Texas Gathering System – Over 500 miles of gathering system and
over 25,000 HP

Carthage/East Texas Plant - individual gas processing plants with a total
capacity of 780 MMcf/d

EasTrans - pipeline and residue gas header system (“Carthage Hub”) at the
tailgate of the plant which provides access to 10 different residue pipeline
outlets

Fuels Cotton Valley Gathering System - utility gathering system for 15
MMcf/d primarily from Anadarko, and re-delivers to Houston Pipeline
without being processed at the Carthage plant

System includes 1,545 meter locations which includes wellhead and central
delivery point (“CDP”) locations

Integrated gas gathering and processing complex

23

 

East Texas Asset Map

24

 

Discovery Overview

60%

100%

40%

DCP Midstream
Partners

Discovery
Producer
Services LLC

Discovery Gas
Transmission LLC

Williams
Partners L.P.

Discovery Ownership

Located in the eastern Gulf of Mexico
and in Lafourche Parish, Louisiana

Principal assets include:

Gathering laterals – Approx. 100
miles

Discovery Gas Transmission (DGT)
– 105 mile mainline plus ~60 miles
of laterals under FERC jurisdiction

Larose Gas Processing Plant – 600
MMcf/d plant with high recoveries
and flexibility

Paradis Fractionator – working
capacity of 32,000 bpd

Tahiti Expansion – delayed pending
Chevron metallurgical work

Full range of “wellhead-to-market” services for offshore gas producers

25

 


Discovery Asset Map

26

 

Financial Overview

27

 

Financing Objectives

Leverage ratio results that stay within the desired 3 –
4x band

Dry powder that facilitates future transaction
capability

Preservation of ratios and actions that lead to an
investment grade rating

Timely, cost effective issuance of equity and debt

28

 

Ability to capitalize on strong sponsorship

Assets with strong market positions

Stable cash flows from fee and substantially
hedged commodity positions

Experienced management team with a
demonstrated track record of growing midstream
and MLP businesses

Organic growth potential

Low cost of capital to facilitate growth strategy

Key Investment Highlights

Well positioned to execute growth strategies

   

   

   

   

   

   

29