8-KThe WireRoutine
Reg FD Disclosure
Filed Jun 29, 2018 · 8y ago · Accession 0000950103-18-008079
Plain English
Material event — a significant development the company must disclose promptly.
Read the source below for the full document.
Filing text
View original ↗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)
June 29, 2018
LOEWS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
1-6541
13-2646102
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
667 Madison Avenue, New York, N.Y.
10065-8087
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:
(212) 521-2000
NOT APPLICABLE
(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 9e-4(c) under the Exchange Act (17 CFR 240.9e-4(c))
Indicate by check mark whether the registrant
is an emerging growth company as defined in 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. ☐
Item 7.01 Regulation FD Disclosure.
On June 29, 2018, Loews
Corporation (“Loews”) issued a press release announcing that, on such date, Boardwalk GP, LP (the
“General Partner”), the general partner of Boardwalk Pipeline Partners, LP (the “Partnership”) and an
indirect wholly-owned subsidiary of Loews, has elected to exercise its right pursuant to Section 15.1(b) of
the Partnership’s Third Amended and Restated Agreement of Limited Partnership, as amended (the “Limited
Partnership Agreement”) to purchase all of the issued and outstanding common units representing limited partner
interests in the Partnership not already owned by the General Partner or its affiliates for a cash purchase price, determined
in accordance with the Limited Partnership Agreement, of $12.06 per unit, or approximately $1.50 billion in the aggregate.
The General Partner received the opinion of counsel required by Section 15.1(b) of the Limited Partnership Agreement on June
29, 2018. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by
reference.
The information under this Item 7.01 and
in Exhibit 99.1 in this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purpose
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The
information under this Item 7.01 and in Exhibit 99.1 in this Current Report on Form 8-K shall not be incorporated by reference
into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No.
99.1
Loews Corporation Press Release, issued June 29, 2018.
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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.
LOEWS CORPORATION
(Registrant)
Dated: June 29, 2018
By:
/s/ Marc A. Alpert
Marc A. Alpert
Senior Vice President,
General Counsel and Secretary
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Filing details
- Company
- LOEWS CORP
- Ticker
- L
- CIK
- 60086
- Form type
- 8-K
- Filing date
- Jun 29, 2018
- Report date
- Jun 29, 2018
- Document
- dp92545_8k.htm
- Size
- 22 KB