DCP Midstream Partners, LP (DPM)

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information provided in response to Item 1.01 of this report that is required to be included in response to this Item 2.01 is incorporated herein by reference thereto.

As a result of the closing of the Transaction, DCP LLC and its affiliates will own beneficially, directly or indirectly, approximately 37% of the limited partner units of the Partnership, 100% of DCP GP, the general partner of the Partnership, and all of the incentive distribution rights in the Partnership. The Partnership has also entered into an omnibus agreement with DCP LLC, pursuant to which the Partnership is required to reimburse DCP LLC for salaries of operating personnel and employee benefits as well as capital expenditures, maintenance and repair costs, taxes and other direct costs incurred by DCP LLC on the Partnership’s behalf, in addition to fees for centralized corporate functions performed on the Partnership’s behalf. These affiliations created a conflict of interest in DCP GP in connection with the Transaction. As a result of this conflict, the board of directors of DCP Midstream GP, LLC, the general partner of DCP GP, submitted the terms of the Transaction for approval and resolution of the conflict to the conflicts committee of the board of directors, a committee consisting entirely of independent directors (the “Conflicts Committee”). Acting pursuant to the provisions of the Partnership Agreement, the Conflicts Committee reviewed the terms of the Transaction and, with the assistance of independent financial and legal advisors, determined that the Transaction was fair to the Partnership, approved the Transaction and recommended approval of the Transaction to the full board of directors. After receiving the approval and recommendation of the Conflicts Committee, the board of directors approved the Transaction.