If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box.
The information required on the remainder of this cover page shall not be
deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“
Act
”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
|
|
|
|
|
|
|
|
|
1
|
|
Name of
Reporting Person
Columbia Pipeline Group, Inc.
|
|
2
|
|
Check the appropriate box if a member
of a group*
(a) ☐ (b) ☒
|
|
3
|
|
SEC use only
|
|
4
|
|
Source of Funds
WC
|
|
5
|
|
Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
|
6
|
|
Citizenship or Place of
Organization
Delaware
|
|
Number of
Shares Beneficially Owned by
Each Reporting
Person
With
|
|
7
|
|
Sole Voting Power:
0
|
|
|
8
|
|
Shared Voting Power:
100,654,865*
|
|
|
9
|
|
Sole Dispositive Power:
0
|
|
|
10
|
|
Shared Dispositive Power:
100,654,865*
|
|
11
|
|
Aggregate Amount Beneficially Owned by each Reporting Person:
100,654,865*
|
|
12
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares
|
|
13
|
|
Percent of Class Represented by Amount
in Row (11)
100%**
|
|
14
|
|
Type of Reporting Person:
CO
|
|
*
|
Consists of 53,843,467 common units and 46,811,398 subordinated units representing limited partner interests in Columbia Pipeline Partners LP (“
CPPL
”). Columbia Pipeline Group, Inc.
(“
CPG
”) is the record holder of 53,843,467 common units; Columbia Energy Group (“
CEG
”), a wholly owned subsidiary of CPG, is the record holder of 46,811,398 subordinated units. Through its ownership of CPP GP, LLC,
the general partner of CPPL, CPG may also be deemed to be the indirect beneficial owner of the non-economic general partner interest in CPPL.
|
|
**
|
Based on a total of 53,843,467 common units and 46,811,398 subordinated units representing limited partner interests in CPPL outstanding as of February 17, 2017, immediately following the merger between CPPL and a
wholly owned subsidiary of CPG, through which CPPL became a wholly owned subsidiary of CPG.
|
2
|
|
|
|
|
|
|
|
|
1
|
|
Name of
Reporting Person
TransCanada PipeLine USA Ltd.
|
|
2
|
|
Check the appropriate box if a member
of a group*
(a) ☐ (b) ☒
|
|
3
|
|
SEC use only
|
|
4
|
|
Source of Funds
WC
|
|
5
|
|
Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
|
6
|
|
Citizenship or Place of
Organization
Nevada
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7
|
|
Sole Voting Power:
0
|
|
|
8
|
|
Shared Voting Power:
100,654,865*
|
|
|
9
|
|
Sole Dispositive Power:
0
|
|
|
10
|
|
Shared Dispositive Power:
100,654,865*
|
|
11
|
|
Aggregate Amount Beneficially Owned by each Reporting Person:
100,654,865*
|
|
12
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares
|
|
13
|
|
Percent of Class Represented by Amount
in Row (11)
100%**
|
|
14
|
|
Type of Reporting Person:
CO
|
|
*
|
Consists of 53,843,467 common units and 46,811,398 subordinated units representing limited partner interests in CPPL. CPG is the record holder of 53,843,467 common units; CEG is the record holder of 46,811,398
subordinated units. CPG is a wholly owned subsidiary of TransCanada PipeLine USA Ltd. (“
TransCanada USA
”). TransCanada USA may also be deemed to be the indirect beneficial owner of the non-economic general partner interest in CPPL.
|
|
**
|
Based on a total of 53,843,467 common units and 46,811,398 subordinated units representing limited partner interests in CPPL outstanding as of February 17, 2017, immediately following the merger between CPPL and a
wholly owned subsidiary of CPG, through which CPPL became a wholly owned subsidiary of CPG.
|
3
|
|
|
|
|
|
|
|
|
1
|
|
Name of
Reporting Person
TransCanada PipeLines Limited
|
|
2
|
|
Check the appropriate box if a member
of a group*
(a) ☐ (b) ☒
|
|
3
|
|
SEC use only
|
|
4
|
|
Source of Funds
WC
|
|
5
|
|
Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
|
6
|
|
Citizenship or Place of
Organization
Canada
|
|
Number of
Shares Beneficially
Owned by
Each
Reporting Person
With
|
|
7
|
|
Sole Voting Power:
0
|
|
|
8
|
|
Shared Voting Power:
100,654,865*
|
|
|
9
|
|
Sole Dispositive Power:
0
|
|
|
10
|
|
Shared Dispositive Power:
100,654,865*
|
|
11
|
|
Aggregate Amount Beneficially Owned by each Reporting Person:
100,654,865*
|
|
12
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares
|
|
13
|
|
Percent of Class Represented by Amount
in Row (11)
100%**
|
|
14
|
|
Type of Reporting Person:
CO
|
|
*
|
Consists of 53,843,467 common units and 46,811,398 subordinated units representing limited partner interests in CPPL. CPG is the record holder of 53,843,467 common units; CEG is the record holder of 46,811,398
subordinated units. CPG is a wholly owned subsidiary of TransCanada USA, which is a wholly owned subsidiary of TransCanada PipeLines Limited (“
TPL
”). TPL may also be deemed to be the indirect beneficial owner of the non-economic
general partner interest in CPPL.
|
|
**
|
Based on a total of 53,843,467 common units and 46,811,398 subordinated units representing limited partner interests in CPPL outstanding as of February 17, 2017, immediately following the merger between CPPL and a
wholly owned subsidiary of CPG, through which CPPL became a wholly owned subsidiary of CPG.
|
4
|
|
|
|
|
|
|
|
|
1
|
|
Name of
Reporting Person
TransCanada Corporation
|
|
2
|
|
Check the appropriate box if a member
of a group*
(a) ☐ (b) ☒
|
|
3
|
|
SEC use only
|
|
4
|
|
Source of Funds
WC
|
|
5
|
|
Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
|
6
|
|
Citizenship or Place of
Organization
Canada
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7
|
|
Sole Voting Power:
0
|
|
|
8
|
|
Shared Voting Power:
100,654,865*
|
|
|
9
|
|
Sole Dispositive Power:
0
|
|
|
10
|
|
Shared Dispositive Power:
100,654,865*
|
|
11
|
|
Aggregate Amount Beneficially Owned by each Reporting Person:
100,654,865*
|
|
12
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares
|
|
13
|
|
Percent of Class Represented by Amount
in Row (11)
100%**
|
|
14
|
|
Type of Reporting Person:
CO
|
|
*
|
Consists of 53,843,467 common units and 46,811,398 subordinated units representing limited partner interests in CPPL. CPG is the record holder of 53,843,467 common units; CEG is the record holder of 46,811,398
subordinated units. CPG is a wholly owned subsidiary of TransCanada USA, which is a wholly owned subsidiary of TPL, which is a wholly owned subsidiary of TransCanada Corporation (“
TransCanada
”). TransCanada may also be deemed to be
the indirect beneficial owner of the non-economic general partner interest in CPPL.
|
|
**
|
Based on a total of 53,843,467 common units and 46,811,398 subordinated units representing limited partner interests in CPPL outstanding as of February 17, 2017, immediately following the merger between CPPL and a
wholly owned subsidiary of CPG, through which CPPL became a wholly owned subsidiary of CPG.
|
5
SCHEDULE 13D
The reporting persons named in Item 2 below are hereby jointly filing this Schedule 13D (this “
Statement
”) because, due to
certain affiliations and relationships among the reporting persons, such reporting persons may be deemed to beneficially own some or all of the same securities directly or indirectly acquired from the Partnership (defined below) by one or more of
the reporting persons. In accordance with Rule
13d-1(k)(1)
promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”), the reporting persons named in Item 2
below have executed a written agreement relating to the joint filing of this Statement (the “
Joint Filing Agreement
”), a copy of which is annexed hereto as Exhibit A.
|
Item 1.
|
Security and Issuer.
|
This Statement is being filed with respect to the common units
(“
Common Units
”) representing limited partner interests of Columbia Pipeline Partners LP, a Delaware limited partnership (the “
Partnership
”). The address of the principal executive offices of the Partnership is 5151
San Felipe St., Suite 2500, Houston, Texas 77056.
|
Item 2.
|
Identity and Background.
|
(a) This Statement is filed by:
|
|
(i)
|
Columbia Pipeline Group, Inc., a Delaware corporation (“
CPG
”);
|
|
|
(ii)
|
TransCanada PipeLine USA Ltd., a Nevada corporation (“
TransCanada USA
”);
|
|
|
(iii)
|
TransCanada PipeLines Limited, a Canadian corporation (“
TPL
”); and
|
|
|
(iv)
|
TransCanada Corporation, a Canadian corporation (“
TransCanada
” and, together with CPG, TransCanada USA and TPL, the “
Reporting Persons
”).
|
All disclosures herein with respect to any Reporting Person are made only by such Reporting Person. Any disclosures herein with respect to
persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
TransCanada is
a public company and owns 100% of the equity interests of TPL; TPL owns 100% of the equity interests of TransCanada USA; TransCanada USA owns 100% of the equity interests of CPG. CPG is the record holder of 53,843,467 Common Units and owns 100% of
the equity interests of Columbia Energy Group, a Delaware corporation and the record holder of 46,811,398 subordinated units of the Partnership (“
CEG
”). CEG owns 100% of the equity interests of CPP GP LLC, a Delaware limited
liability company and the general partner of the Partnership (the “
General Partner
”).
CEG acquired its 46,811,398
subordinated units from the Partnership on February 11, 2015 in connection with the Partnership’s initial public offering. Details about the transaction can be found in the Partnership’s Current Report on Form
8-K
filed with the Securities and Exchange Commission (the “
SEC
”) on February 11, 2015.
(b) The business address of CPG is 5151 San Felipe St., Suite 2500, Houston, Texas 77056. The business address of
TransCanada USA is 700 Louisiana Street, Suite 700, Houston, Texas 77002. The business address of TPL and TransCanada is
450 - 1st Street S.W., Calgary,
Alberta, Canada, T2P 5H1.
(c) The principal business of each of the Reporting Persons is to own, operate and
develop a portfolio of energy infrastructure, storage and related assets, and the investment in interests in the Partnership.
(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to such laws.
6
In accordance with the provisions of General Instruction C to Schedule 13D, certain information
concerning the executive officers and directors of the Reporting Persons and persons controlling the Reporting Persons, as applicable (collectively, the “
Covered Persons
”), required by Item 2 of Schedule 13D is provided on Schedule
1 and is incorporated by reference herein. To the Reporting Persons’ knowledge, none of the Covered Persons listed on Schedule 1 as a director or executive officer of any of the Reporting Persons has been, during the last five years,
(i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or
is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
On February 17, 2017, Pony
Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of CPG (“
Merger Sub
”), merged with and into the Partnership (the “
Merger
”), with the Partnership surviving the Merger as a wholly
owned subsidiary of CPG, pursuant to that certain Agreement and Plan of Merger dated as of November 1, 2016 (the “
Merger Agreement
”), by and among CPG, Merger Sub, the Partnership and the General Partner. Immediately prior to
the effective time of the merger (the “
Effective Time
”), there were 53,843,866 Common Units issued and outstanding. At the Effective Time, each common unit of the Partnership issued and outstanding as of immediately prior to the
Effective Time was cancelled and converted into the right to receive $17.10416 in cash (the “
Merger Consideration
”). In connection with the Merger, CPPL issued to CPG a number of Common Units equal to the number of Common Units
converted into the right to receive the Merger Consideration. In addition, all of the limited liability company interests in Merger Sub outstanding immediately prior to the Effective Time, which were held by CPG, were converted into one common unit
of CPPL. The subordinated units and the
non-economic
general partner interest in the Partnership, which were issued and outstanding immediately prior to the Effective Time, were not affected by the Merger and
remain issued and outstanding.
On February 17, 2017, the three independent directors of the General Partner, G. Stephen Finley,
Thomas W. Hofmann and Peggy A. Heeg, resigned from the Board of Directors of the General Partner (the “
Board
”) effective on that date.
On February 17, 2017, before trading opened on the New York Stock Exchange (the “
NYSE
”), the NYSE suspended the trading
of the Common Units and filed with the SEC an application on Form 25 to delist the Common Units under Section 12(b) of the Securities Exchange Act of 1934.
The foregoing description of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the
Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Partnership’s Current Report on Form
8-K
filed on November 1, 2016 and is incorporated by reference in its entirety into this Item 3.
CPG funded the Merger through equity contributions from TransCanada USA.
|
Item 4.
|
Purpose of Transaction.
|
The response in Item 3 is incorporated herein by reference.
Other than as described above, none of the Reporting Persons has any plans or proposals of the type referred to in clauses
(a) through (j) of Item 4, although they reserve the right to formulate such plans or proposals in the future.
|
Item 5.
|
Interest in Securities of the Issuer.
|
(a) – (b) The aggregate number and
percentage of shares of units beneficially owned by the Reporting Persons (on the basis of a total of 53,843,467 Common Units and 46,811,398 subordinated units) are as follows:
7
CPG
|
|
|
|
|
(x) Amount beneficially owned: 100,654,865 units
|
|
Percentage: 100%
|
|
|
|
|
|
(y) Number of shares to which the Reporting Person has:
i. Sole
power to vote or to direct the vote: 0
ii. Shared power to vote or to direct the vote: 100,654,865 units
iii. Sole power to dispose
or to direct the disposition of: 0
iv. Shared power to dispose or to direct the disposition of: 100,654,865
units
|
TransCanada USA
|
|
|
|
|
(x) Amount beneficially owned: 100,654,865 units
|
|
Percentage: 100%
|
|
|
|
(y) Number of shares to which the Reporting Person has:
i. Sole
power to vote or to direct the vote: 0
ii. Shared power to vote or to direct the vote: 100,654,865 units
iii. Sole power to dispose
or to direct the disposition of: 0
iv. Shared power to dispose or to direct the disposition of: 100,654,865
units
|
TPL
|
|
|
|
|
(x) Amount beneficially owned: 100,654,865 units
|
|
Percentage: 100%
|
|
|
|
(y) Number of shares to which the Reporting Person has:
i. Sole
power to vote or to direct the vote: 0
ii. Shared power to vote or to direct the vote: 100,654,865 units
iii. Sole power to dispose
or to direct the disposition of: 0
iv. Shared power to dispose or to direct the disposition of: 100,654,865
units
|
TransCanada
|
|
|
|
|
(x) Amount beneficially owned: 100,654,865 units
|
|
Percentage: 100%
|
|
|
|
(y) Number of shares to which the Reporting Person has:
i. Sole
power to vote or to direct the vote: 0
ii. Shared power to vote or to direct the vote: 100,654,865 units
iii. Sole power to dispose
or to direct the disposition of: 0
iv. Shared power to dispose or to direct the disposition of: 100,654,865 units
(c) Except as described in Item 3 above or
elsewhere in this Statement, none of the Reporting Persons or, to the Reporting Persons’ knowledge, the Covered Persons has effected any transactions in the Common Units during the past 60 days, except that Mr. Stanley G. Chapman, III
held 5,000 Common Units immediately prior to the Effective Time, which were cancelled in the Merger and converted into the right to receive the Merger Consideration.
(d) The Reporting Persons have the right to receive distributions from, and the proceeds from the sale of, the
respective Common Units reported by such persons on the cover pages of this Statement and in this Item 5. Except for the foregoing and the cash distributions described in Item 6 below, no other person is known by the Reporting Persons to have the
right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, Common Units beneficially owned by the Reporting Persons or, to the Reporting Persons’ knowledge, the Covered Persons.
(e) Not applicable.
Item 6 Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
The information
provided or incorporated by reference in Item 3 is hereby incorporated by reference herein.
|
8
The Partnership Agreement
The General Partner, an indirect wholly owned subsidiary of the Reporting Persons and the sole general partner of the Partnership, is party to
the Second Amended and Restated Agreement of Limited Partnership of the Partnership (the “
Partnership Agreement
”).
Cash Distributions
The
Board has adopted a policy pursuant to which distributions for each quarter are in an amount equal to the available cash generated by the Partnership in such quarter. Available cash for each quarter is determined by the Board following the end of
such quarter. Distributions on the Partnership’s units are in cash. The Partnership does not have a minimum quarterly distribution or employ structures intended to consistently maintain or increase distributions over time. The Board may change
the Partnership’s distribution policy at any time. The Partnership Agreement does not require the Partnership to pay distributions to its unitholders on a quarterly or other basis.
Issuance of Additional Units
The Partnership Agreement authorizes the Partnership to issue an unlimited number of additional limited partner interests for the consideration
and on the terms and conditions determined by the General Partner without the approval of the unitholders.
Limited Preemptive Right
The General Partner has the right, which it may from time to time assign in whole or in part to any of its affiliates, including the
Reporting Persons, to purchase Common Units or other partnership units, whenever, and on the same terms that, the Partnership issues such interests to persons other than the General Partner and its affiliates, to the extent necessary to maintain the
percentage interest of the General Partner and its affiliates, including such interest represented by Common Units, that existed immediately prior to such issuance. The holders of Common Units do not have preemptive rights under the Partnership
Agreement.
Limited Voting Rights
The General Partner controls the Partnership and the unitholders have only limited voting rights. Unitholders have no right to appoint the
General Partner or its directors. The General Partner may not be removed, except by a vote of the holders of at least 66 2/3% of the Partnership’s outstanding units, including units owned by the General Partner and its affiliates, voting
together as a single class. Because the Reporting Persons directly or indirectly own 100% of the Partnership’s outstanding units and 100% of the membership interests in the General Partner, the Reporting Persons have the ability to prevent the
General Partner’s involuntary removal.
Limited Call Right
If at any time the General Partner and its affiliates own more than 80% of the then-issued and outstanding Common Units, the General Partner
has the right, which it may assign in whole or in part to any of its affiliates or to the Partnership, to acquire all, but not less than all, of the Common Units held by unaffiliated persons, as of a record date to be selected by the General
Partner, on at least 10 but not more than 60 days’ notice, at a price equal to the greater of the (a) then-current market price as of the date three days prior to the date that notice is first mailed to limited partners, and
(b) highest
per-unit
price paid by the General Partner or any of its affiliates for Common Units during the
90-day
period preceding the date such notice is first
mailed.
References to and descriptions of the Partnership Agreement set forth above in this Item 6 do not purport to be complete and are
qualified in their entirety by reference to the full text of the Partnership Agreement, which has been filed as Exhibit C and is incorporated herein by reference.
Registration Rights
In connection
with its initial public offering, the Partnership entered into a registration rights agreement dated February 11, 2015 (the “
Registration Rights Agreement
”) with CEG. Under the Registration Rights Agreement, CEG can cause the
Partnership to register its Common Units, subordinated units and Common Units issuable upon
9
conversion of the subordinated units (“
Registrable Securities
”) under the Securities Act, and to maintain a shelf registration statement effective with respect to such units.
Further, if CEG elects to sell at least 15% of its Registrable Securities under a registration statement through an underwritten offering, the Partnership will have to retain underwriters in order to permit CEG to effect such sale and also provide
other assistance.
References to and descriptions of the Registration Rights Agreement set forth above in this Item 6 do not purport to be
complete and are qualified in their entirety by reference to the full text of the Registration Rights Agreement, which has been filed as Exhibit D and is incorporated herein by reference.
To the Reporting Persons’ knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 and any person with respect to any securities of the Partnership.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
|
|
|
|
Exhibit A
|
|
Joint Filing Agreement (filed herewith).
|
|
|
|
|
Exhibit B
|
|
Agreement and Plan of Merger, dated November 1, 2016, by and among Columbia Pipeline Group, Inc., Pony Merger Sub LLC, Columbia Pipeline Partners LP and CPP GP LLC (previously filed with the Commission as Exhibit 2.1 to Form
8-K
filed by Columbia Pipeline Partners LP on November 1, 2016).
|
|
|
|
|
Exhibit C
|
|
Second Amended and Restated Agreement of Limited Partnership of Columbia Pipeline Partners LP, dated July 30, 2015 (previously filed with the Commission as Exhibit 3.3 to Form
10-Q
filed
by Columbia Pipeline Partners LP on August 3, 2015).
|
|
|
|
|
Exhibit D
|
|
Registration Rights Agreement, dated February 11, 2015, by and among Columbia Pipeline Partners LP and Columbia Energy Group (previously filed with the Commission as Exhibit 4.1 to Form
8-K
filed by Columbia Pipeline Partners LP on February 11, 2015).
|
10
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
|
|
|
|
|
|
|
Date: February 27, 2017
|
|
COLUMBIA PIPELINE GROUP, INC.
|
|
|
|
|
|
|
|
By:
|
|
/s/ Nathaniel A. Brown
|
|
|
|
Name:
|
|
Nathaniel A. Brown
|
|
|
|
Title:
|
|
Controller and Principal Financial Officer
|
|
|
|
|
|
|
|
By:
|
|
/s/ Jon A. Dobson
|
|
|
|
Name:
|
|
Jon A. Dobson
|
|
|
|
Title:
|
|
Corporate Secretary
|
|
|
|
|
|
|
TRANSCANADA PIPELINE USA LTD.
|
|
|
|
|
|
|
|
By:
|
|
/s/ Nathaniel A. Brown
|
|
|
|
Name:
|
|
Nathaniel A. Brown
|
|
|
|
Title:
|
|
Vice-President
|
|
|
|
|
|
|
|
By:
|
|
/s/ Jon A. Dobson
|
|
|
|
Name:
|
|
Jon A. Dobson
|
|
|
|
Title:
|
|
Corporate Secretary
|
|
|
|
|
|
|
TRANSCANADA PIPELINES LIMITED
|
|
|
|
|
|
|
|
By:
|
|
/s/ Christine R. Johnston
|
|
|
|
Name:
|
|
Christine R. Johnston
|
|
|
|
Title:
|
|
Vice-President, Law and Corporate Secretary
|
|
|
|
|
|
|
|
By:
|
|
/s/ Joel E. Hunter
|
|
|
|
Name:
|
|
Joel E. Hunter
|
|
|
|
Title:
|
|
Vice-President, Finance and Treasurer
|
|
|
|
|
|
|
TRANSCANADA CORPORATION
|
|
|
|
|
|
|
|
By:
|
|
/s/ Christine R. Johnston
|
|
|
|
Name:
|
|
Christine R. Johnston
|
|
|
|
Title:
|
|
Vice-President, Law and Corporate Secretary
|
|
|
|
|
|
|
|
By:
|
|
/s/ Joel E. Hunter
|
|
|
|
Name:
|
|
Joel E. Hunter
|
|
|
|
Title:
|
|
Vice-President, Finance and Treasurer
|
11
Schedule 1
Directors and Executive Officers of Columbia Pipeline Group, Inc.
Brandon M. Anderson
c/o Columbia Pipeline Group, Inc.
5151 San Felipe St., Suite 2500, Houston, Texas 77056
Principal
Occupation: Senior Vice-President and General Manager, U.S. Natural Gas Pipelines of TransCanada Corporation
Citizenship: USA and Canada
|
|
|
|
|
Amount beneficially owned: 0 common units
|
|
Percentage: 0%
|
Number of shares to which the Reporting Person has:
|
|
i.
|
Sole power to vote or to direct the vote: 0
|
|
|
ii.
|
Shared power to vote or to direct the vote: 0
|
|
|
iii.
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
iv.
|
Shared power to dispose or to direct the disposition of: 0
|
Nathaniel A. Brown
c/o Columbia Pipeline Group, Inc.
5151 San Felipe St., Suite
2500, Houston, Texas 77056
Principal Occupation: Controller and Principal Financial Officer of Columbia Pipeline Group, Inc. and Columbia Energy Group;
Director, Financial Services, U.S. Natural Gas Pipelines of TransCanada Corporation
Citizenship: USA
|
|
|
|
|
Amount beneficially owned: 0 common units
|
|
Percentage: 0%
|
Number of shares to which the Reporting Person has:
|
|
i.
|
Sole power to vote or to direct the vote: 0
|
|
|
ii.
|
Shared power to vote or to direct the vote: 0
|
|
|
iii.
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
iv.
|
Shared power to dispose or to direct the disposition of: 0
|
Stanley G. Chapman, III
c/o Columbia Pipeline Group, Inc.
5151 San Felipe St., Suite
2500, Houston, Texas 77056
Principal Occupation: Senior Vice-President and General Manager, U.S. Natural Gas Pipelines of TransCanada Corporation
Citizenship: USA
|
|
|
|
|
Amount beneficially owned: 0 common units
|
|
Percentage: 0%
|
Number of shares to which the Reporting Person has:
|
|
i.
|
Sole power to vote or to direct the vote: 0
|
|
|
ii.
|
Shared power to vote or to direct the vote: 0
|
|
|
iii.
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
iv.
|
Shared power to dispose or to direct the disposition of: 0
|
Ronald L. Cook
c/o Columbia Pipeline Group, Inc.
5151 San Felipe St., Suite
2500, Houston, Texas 77056
Principal Occupation: Vice-President, Taxation of TransCanada Corporation
Citizenship: Canada
|
|
|
|
|
Amount beneficially owned: 0 common units
|
|
Percentage: 0%
|
Number of shares to which the Reporting Person has:
|
|
i.
|
Sole power to vote or to direct the vote: 0
|
|
|
ii.
|
Shared power to vote or to direct the vote: 0
|
|
|
iii.
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
iv.
|
Shared power to dispose or to direct the disposition of: 0
|
12
Directors and Executive Officers of TransCanada PipeLine USA Ltd.
Brandon M. Anderson
(See above)
Jasmin Bertovic
c/o TransCanada PipeLine USA Ltd.
5151 San Felipe St., Suite 2500, Houston, Texas 77056
Principal
Occupation: Vice-President of TransCanada Corporation
Citizenship: USA and Canada
|
|
|
|
|
Amount beneficially owned: 0 common units
|
|
Percentage: 0%
|
Number of shares to which the Reporting Person has:
|
|
i.
|
Sole power to vote or to direct the vote: 0
|
|
|
ii.
|
Shared power to vote or to direct the vote: 0
|
|
|
iii.
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
iv.
|
Shared power to dispose or to direct the disposition of: 0
|
Stanley G. Chapman, III
(See above)
Ronald L. Cook
(See above)
G. Glenn Menuz
c/o TransCanada PipeLine USA Ltd.
5151 San Felipe St., Suite
2500, Houston, Texas 77056
Principal Occupation: Vice-President and Controller of TransCanada PipeLine USA Ltd.
Citizenship: Canada
|
|
|
|
|
Amount beneficially owned: 0 common units
|
|
Percentage: 0%
|
Number of shares to which the Reporting Person has:
|
|
i.
|
Sole power to vote or to direct the vote: 0
|
|
|
ii.
|
Shared power to vote or to direct the vote: 0
|
|
|
iii.
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
iv.
|
Shared power to dispose or to direct the disposition of: 0
|
Stacy L. Williams
c/o TransCanada PipeLine USA Ltd.
5151 San Felipe St., Suite
2500, Houston, Texas 77056
Principal Occupation: Assistant Secretary of TransCanada PipeLine USA Ltd.; Vice-President, Deputy General
Counsel-Land and Litigation of Columbia Pipeline Group, Inc.
Citizenship: USA
|
|
|
|
|
Amount beneficially owned: 0 common units
|
|
Percentage: 0%
|
Number of shares to which the Reporting Person has:
|
|
i.
|
Sole power to vote or to direct the vote: 0
|
|
|
ii.
|
Shared power to vote or to direct the vote: 0
|
|
|
iii.
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
iv.
|
Shared power to dispose or to direct the disposition of: 0
|
13
Directors and Executive Officers of TransCanada PipeLines Limited
Russell K. Girling
c/o TransCanada PipeLines Limited
450 - 1st Street S.W., Calgary, Alberta, Canada, T2P 5H1
Principal Occupation: Director, President and Chief Executive Officer of TransCanada Corporation and TransCanada PipeLines Limited
Citizenship: Canada
|
|
|
|
|
Amount beneficially owned: 0 common units
|
|
Percentage: 0%
|
Number of shares to which the Reporting Person has:
|
|
i.
|
Sole power to vote or to direct the vote: 0
|
|
|
ii.
|
Shared power to vote or to direct the vote: 0
|
|
|
iii.
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
iv.
|
Shared power to dispose or to direct the disposition of: 0
|
Donald R. Marchand
c/o TransCanada PipeLines Limited
450 - 1st Street S.W.,
Calgary, Alberta, Canada, T2P 5H1
Principal Occupation: Executive Vice-President, Corporate Development and Chief Financial Officer of TransCanada
Corporation and TransCanada PipeLines Limited
Citizenship: Canada
|
|
|
|
|
Amount beneficially owned: 0 common units
|
|
Percentage: 0%
|
Number of shares to which the Reporting Person has:
|
|
i.
|
Sole power to vote or to direct the vote: 0
|
|
|
ii.
|
Shared power to vote or to direct the vote: 0
|
|
|
iii.
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
iv.
|
Shared power to dispose or to direct the disposition of: 0
|
Alexander J. Pourbaix
c/o TransCanada PipeLines Limited
450 - 1st Street S.W.,
Calgary, Alberta, Canada, T2P 5H1
Principal Occupation: Chief Operating Officer of TransCanada Corporation and TransCanada PipeLines Limited
Citizenship: Canada
|
|
|
|
|
Amount beneficially owned: 0 common units
|
|
Percentage: 0%
|
Number of shares to which the Reporting Person has:
|
|
i.
|
Sole power to vote or to direct the vote: 0
|
|
|
ii.
|
Shared power to vote or to direct the vote: 0
|
|
|
iii.
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
iv.
|
Shared power to dispose or to direct the disposition of: 0
|
Karl Johannson
c/o TransCanada PipeLines Limited
450 - 1st Street S.W.,
Calgary, Alberta, Canada, T2P 5H1
Principal Occupation: Executive Vice-President and President, Natural Gas Pipelines of TransCanada Corporation and
TransCanada PipeLines Limited
Citizenship: Canada
|
|
|
|
|
Amount beneficially owned: 0 common units
|
|
Percentage: 0%
|
Number of shares to which the Reporting Person has:
|
|
i.
|
Sole power to vote or to direct the vote: 0
|
|
|
ii.
|
Shared power to vote or to direct the vote: 0
|
|
|
iii.
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
iv.
|
Shared power to dispose or to direct the disposition of: 0
|
14
Wendy Hanrahan
c/o
TransCanada PipeLines Limited
450 - 1st Street S.W., Calgary, Alberta, Canada, T2P 5H1
Principal Occupation: Executive Vice-President, Corporate Services of TransCanada Corporation and TransCanada PipeLines Limited
Citizenship: Canada
|
|
|
|
|
Amount beneficially owned: 0 common units
|
|
Percentage: 0%
|
Number of shares to which the Reporting Person has:
|
|
i.
|
Sole power to vote or to direct the vote: 0
|
|
|
ii.
|
Shared power to vote or to direct the vote: 0
|
|
|
iii.
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
iv.
|
Shared power to dispose or to direct the disposition of: 0
|
William C. Taylor
c/o TransCanada PipeLines Limited
450 - 1st Street S.W.,
Calgary, Alberta, Canada, T2P 5H1
Principal Occupation: Executive Vice-President and President, Energy of TransCanada Corporation and TransCanada
PipeLines Limited
Citizenship: USA and Canada
|
|
|
|
|
Amount beneficially owned: 0 common units
|
|
Percentage: 0%
|
Number of shares to which the Reporting Person has:
|
|
i.
|
Sole power to vote or to direct the vote: 0
|
|
|
ii.
|
Shared power to vote or to direct the vote: 0
|
|
|
iii.
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
iv.
|
Shared power to dispose or to direct the disposition of: 0
|
Kristine L. Delkus
c/o TransCanada PipeLines Limited
450 - 1st Street S.W.,
Calgary, Alberta, Canada, T2P 5H1
Principal Occupation: Executive Vice-President, Stakeholder Relations and General Counsel of TransCanada Corporation and
TransCanada PipeLines Limited
Citizenship: Canada
|
|
|
|
|
Amount beneficially owned: 0 common units
|
|
Percentage: 0%
|
Number of shares to which the Reporting Person has:
|
|
i.
|
Sole power to vote or to direct the vote: 0
|
|
|
ii.
|
Shared power to vote or to direct the vote: 0
|
|
|
iii.
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
iv.
|
Shared power to dispose or to direct the disposition of: 0
|
Paul Miller
c/o TransCanada PipeLines Limited
450 - 1st Street S.W.,
Calgary, Alberta, Canada, T2P 5H1
Principal Occupation: Executive Vice-President and President, Liquids Pipelines of TransCanada Corporation and
TransCanada PipeLines Limited
Citizenship: Canada
|
|
|
|
|
Amount beneficially owned: 0 common units
|
|
Percentage: 0%
|
Number of shares to which the Reporting Person has:
|
|
i.
|
Sole power to vote or to direct the vote: 0
|
|
|
ii.
|
Shared power to vote or to direct the vote: 0
|
|
|
iii.
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
iv.
|
Shared power to dispose or to direct the disposition of: 0
|
15
S. Barry Jackson
c/o TransCanada PipeLines Limited
450 - 1st Street S.W.,
Calgary, Alberta, Canada, T2P 5H1
Principal Occupation: Chair of the Board of TransCanada Corporation and TransCanada PipeLines Limited
Citizenship: Canada
|
|
|
|
|
Amount beneficially owned: 0 common units
|
|
Percentage: 0%
|
Number of shares to which the Reporting Person has:
|
|
i.
|
Sole power to vote or to direct the vote: 0
|
|
|
ii.
|
Shared power to vote or to direct the vote: 0
|
|
|
iii.
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
iv.
|
Shared power to dispose or to direct the disposition of: 0
|
Kevin E. Benson
c/o TransCanada PipeLines Limited
450 - 1st Street S.W.,
Calgary, Alberta, Canada, T2P 5H1
Principal Occupation: Director of TransCanada Corporation and TransCanada PipeLines Limited
Citizenship: Canada
|
|
|
|
|
Amount beneficially owned: 0 common units
|
|
Percentage: 0%
|
Number of shares to which the Reporting Person has:
|
|
i.
|
Sole power to vote or to direct the vote: 0
|
|
|
ii.
|
Shared power to vote or to direct the vote: 0
|
|
|
iii.
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
iv.
|
Shared power to dispose or to direct the disposition of: 0
|
Derek H. Burney, O.C.
c/o TransCanada PipeLines Limited
450 - 1st Street S.W.,
Calgary, Alberta, Canada, T2P 5H1
Principal Occupation: Director of TransCanada Corporation and TransCanada PipeLines Limited
Citizenship: Canada
|
|
|
|
|
Amount beneficially owned: 0 common units
|
|
Percentage: 0%
|
Number of shares to which the Reporting Person has:
|
|
i.
|
Sole power to vote or to direct the vote: 0
|
|
|
ii.
|
Shared power to vote or to direct the vote: 0
|
|
|
iii.
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
iv.
|
Shared power to dispose or to direct the disposition of: 0
|
Stéphan Crétier
c/o TransCanada PipeLines Limited
450 - 1st Street S.W.,
Calgary, Alberta, Canada, T2P 5H1
Principal Occupation: Chairman, President and Chief Executive Officer of Garda World Security Corporation
Citizenship: Canada
|
|
|
|
|
Amount beneficially owned: 0 common units
|
|
Percentage: 0%
|
Number of shares to which the Reporting Person has:
|
|
i.
|
Sole power to vote or to direct the vote: 0
|
|
|
ii.
|
Shared power to vote or to direct the vote: 0
|
|
|
iii.
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
iv.
|
Shared power to dispose or to direct the disposition of: 0
|
John E. Lowe
c/o TransCanada PipeLines Limited
450 - 1st Street S.W.,
Calgary, Alberta, Canada, T2P 5H1
Principal Occupation: Director of TransCanada Corporation and TransCanada PipeLines Limited
Citizenship: USA
|
|
|
|
|
Amount beneficially owned: 0 common units
|
|
Percentage: 0%
|
Number of shares to which the Reporting Person has:
|
|
i.
|
Sole power to vote or to direct the vote: 0
|
|
|
ii.
|
Shared power to vote or to direct the vote: 0
|
|
|
iii.
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
iv.
|
Shared power to dispose or to direct the disposition of: 0
|
16
Paula Rosput Reynolds
c/o TransCanada PipeLines Limited
450 - 1st Street S.W.,
Calgary, Alberta, Canada, T2P 5H1
Principal Occupation: Director of TransCanada Corporation and TransCanada PipeLines Limited
Citizenship: USA
|
|
|
|
|
Amount beneficially owned: 0 common units
|
|
Percentage: 0%
|
Number of shares to which the Reporting Person has:
|
|
i.
|
Sole power to vote or to direct the vote: 0
|
|
|
ii.
|
Shared power to vote or to direct the vote: 0
|
|
|
iii.
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
iv.
|
Shared power to dispose or to direct the disposition of: 0
|
John Richels
c/o TransCanada PipeLines Limited
450 - 1st Street S.W.,
Calgary, Alberta, Canada, T2P 5H1
Principal Occupation: Director of TransCanada Corporation and TransCanada PipeLines Limited
Citizenship: USA and Canada
|
|
|
|
|
Amount beneficially owned: 0 common units
|
|
Percentage: 0%
|
Number of shares to which the Reporting Person has:
|
|
i.
|
Sole power to vote or to direct the vote: 0
|
|
|
ii.
|
Shared power to vote or to direct the vote: 0
|
|
|
iii.
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
iv.
|
Shared power to dispose or to direct the disposition of: 0
|
Mary Pat Salomone
c/o TransCanada PipeLines Limited
450 - 1st Street S.W.,
Calgary, Alberta, Canada, T2P 5H1
Principal Occupation: Director of TransCanada Corporation and TransCanada PipeLines Limited
Citizenship: USA
|
|
|
|
|
Amount beneficially owned: 0 common units
|
|
Percentage: 0%
|
Number of shares to which the Reporting Person has:
|
|
i.
|
Sole power to vote or to direct the vote: 0
|
|
|
ii.
|
Shared power to vote or to direct the vote: 0
|
|
|
iii.
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
iv.
|
Shared power to dispose or to direct the disposition of: 0
|
Indira Samarasekera
c/o TransCanada PipeLines Limited
450 - 1st Street S.W.,
Calgary, Alberta, Canada, T2P 5H1
Principal Occupation: Director of TransCanada Corporation and TransCanada PipeLines Limited
Citizenship: Canada
|
|
|
|
|
Amount beneficially owned: 0 common units
|
|
Percentage: 0%
|
Number of shares to which the Reporting Person has:
|
|
i.
|
Sole power to vote or to direct the vote: 0
|
|
|
ii.
|
Shared power to vote or to direct the vote: 0
|
|
|
iii.
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
iv.
|
Shared power to dispose or to direct the disposition of: 0
|
17
D. Michael G. Stewart
c/o TransCanada PipeLines Limited
450 - 1st Street S.W.,
Calgary, Alberta, Canada, T2P 5H1
Principal Occupation: Director of TransCanada Corporation and TransCanada PipeLines Limited
Citizenship: Canada
|
|
|
|
|
Amount beneficially owned: 0 common units
|
|
Percentage: 0%
|
Number of shares to which the Reporting Person has:
|
|
i.
|
Sole power to vote or to direct the vote: 0
|
|
|
ii.
|
Shared power to vote or to direct the vote: 0
|
|
|
iii.
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
iv.
|
Shared power to dispose or to direct the disposition of: 0
|
Siim A. Vanaselja
c/o TransCanada PipeLines Limited
450 - 1st Street S.W.,
Calgary, Alberta, Canada, T2P 5H1
Principal Occupation: Director of TransCanada Corporation and TransCanada PipeLines Limited
Citizenship: Canada
|
|
|
|
|
Amount beneficially owned: 0 common units
|
|
Percentage: 0%
|
Number of shares to which the Reporting Person has:
|
|
i.
|
Sole power to vote or to direct the vote: 0
|
|
|
ii.
|
Shared power to vote or to direct the vote: 0
|
|
|
iii.
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
iv.
|
Shared power to dispose or to direct the disposition of: 0
|
Richard E. Waugh, O.C.
c/o TransCanada PipeLines Limited
450 - 1st Street S.W.,
Calgary, Alberta, Canada, T2P 5H1
Principal Occupation: Director of TransCanada Corporation and TransCanada PipeLines Limited
Citizenship: Canada
|
|
|
|
|
Amount beneficially owned: 0 common units
|
|
Percentage: 0%
|
Number of shares to which the Reporting Person has:
|
|
i.
|
Sole power to vote or to direct the vote: 0
|
|
|
ii.
|
Shared power to vote or to direct the vote: 0
|
|
|
iii.
|
Sole power to dispose or to direct the disposition of: 0
|
|
|
iv.
|
Shared power to dispose or to direct the disposition of: 0
|
Directors and Executive Officers
of TransCanada Corporation
Russell K. Girling
(See
above)
Donald R. Marchand
(See above)
Alexander J. Pourbaix
(See above)
Karl Johannson
(See above)
Wendy Hanrahan
(See above)
William C. Taylor
(See above)
Kristine L. Delkus
18
(See above)
Paul
Miller
(See above)
S. Barry Jackson
(See above)
Kevin E. Benson
(See above)
Derek H. Burney, O.C.
(See above)
Stéphan Crétier
(See above)
John E. Lowe
(See above)
Paula Rosput Reynolds
(See above)
John Richels
(See above)
Mary Pat Salomone
(See above)
Indira Samarasekera
(See above)
D. Michael G. Stewart
(See above)
Siim A. Vanaselja
(See above)
Richard E. Waugh, O.C.
(See above)
19