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)
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August
28, 2008
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TC
PipeLines, LP
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(Exact
name of registrant as specified in its
charter)
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Delaware
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000-26091
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52-2135448
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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13710
FNB Parkway
Omaha,
Nebraska
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68154-5200
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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
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(877)
290-2772
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(Former
name or former address if changed since last
report)
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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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
1.01. Entry into a Material Definitive Agreement
Membership
Interest Purchase Agreement.
On August
28, 2008, Northern Border Pipeline Company (“Northern Border”) entered into a
Membership Interest Purchase Agreement with TransCanada PipeLine USA Ltd.
(“TransCanada USA”) (the “Purchase Agreement”), pursuant to which Northern
Border sold its wholly-owned subsidiary Bison Pipeline LLC (“Bison”) to
TransCanada USA (“Transaction”). The acquisition closed on August 29,
2008.
The
assets of Bison include executed precedent agreements, as well as regulatory,
environmental and engineering activities completed to date on the Bison Pipeline
Project (Bison Project). Northern Border will retain the executed downstream
contracts by shippers on the Bison Project for capacity from Port of Morgan,
Montana, to Ventura, Iowa, on the Northern Border system. The total
purchase price was $20,000,000.
TC
PipeLines, LP (the “Partnership”) is a fifty percent (50%) owner of Northern
Border, while the other fifty percent (50%) is held by ONEOK Partners, L.P
(“ONEOK”). The ultimate parent of the general partner of the
Partnership currently owns TransCanada USA, the purchaser. The
Transaction was approved by both the Partnership and ONEOK. The
foregoing description of the Purchase Agreement is a summary of the material
terms.
The
Partnership’s press release announcing the sale of Bison by Northern Border to
TransCanada is attached as Exhibit 99.1 to this Form 8-K.
Item
8.01. Other Events
On
September 3, 2008, both the Partnership and Northern Border
issued press releases announcing the sale of Bison by Northern Border
to TransCanada USA, which are attached as Exhibit 99.1 and 99.2 to this Form
8-K. For more details, see Item 1.01 above.
Item
9.01. Financial Statements and Exhibits
(d) Exhibits
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99.1
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TC
PipeLines, LP Press Release dated September 3,
2008.
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99.2
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Northern
Border Pipeline Company Press Release dated September 3,
2008.
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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.
TC PipeLines,
LP
by: TC
PipeLines GP, Inc.,
its general
partner
By: /s/ Amy W.
Leong
Amy W.
Leong
Principal Financial
Officer and Controller
Dated: September
4, 2008
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Exhibit
No.
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Description
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99.1
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TC
PipeLines, LP Press Release dated September 3,
2008.
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99.2
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Northern
Border Pipeline Company Press Release dated September 3,
2008.
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Exhibit
99.1
NewsRelease
TC
PipeLines, LP Announces Northern Border Sale of Bison Pipeline
Project
Calgary,
Alberta – September 3,
2008 – (Nasdaq: TCLP) – TC PipeLines, LP (the Partnership) today
announced Northern Border Pipeline Company (Northern Border) has sold its wholly
owned subsidiary, Bison Pipeline LLC, to TransCanada Pipeline USA Ltd.
(TransCanada).
The
assets of Bison Pipeline LLC include executed precedent agreements, as well as
regulatory, environmental and engineering activities completed to date on the
Bison Pipeline Project (Bison Project). Project subscription that is subject to
certain conditions currently stands at 405 million cubic feet per day (MMcf/d).
Northern Border will retain the executed downstream contracts by shippers on the
Bison Project for capacity from Port of Morgan, Montana, to Ventura, Iowa, on
the Northern Border system.
As a part
of the transaction, TransCanada has committed to proceed with constructing the
Bison Project, pending the removal of contingencies, or combining it with the
proposed Pathfinder Pipeline Project (Pathfinder Project).
The
proposed 289-mile, 24-inch diameter Bison pipeline system would extend from
natural gas gathering facilities located in the Powder River Basin supply area
to a point of interconnection with the Northern Border system in Morton County,
North Dakota. The initial capacity of the Bison Project is anticipated to be
approximately 400 million cubic feet per day (MMcf/d). The projected in-service
date is late 2010.
The
proposed Pathfinder Project is an approximately 625-mile, 36-inch and 42-inch
diameter interstate pipeline that would transport natural gas northeast from
Meeker, Colorado through Montana to the Northern Border system in North Dakota
for delivery into the Ventura and Chicago-area markets. The initial capacity is
1.2 billion cubic feet per day (Bcf/d), with an ultimate capacity of 2.0 Bcf/d.
The anticipated Pathfinder Project in-service date is late 2010.
TC
PipeLines, LP is a publicly traded limited partnership. TC PipeLines, LP has
interests in more than 3,600 miles of federally regulated U.S. interstate
natural gas pipelines, including Great Lakes Gas Transmission Limited
Partnership (46.45 per cent ownership), Northern Border Pipeline Company (50 per
cent ownership) and Tuscarora Gas Transmission Company (100 per cent ownership).
Great Lakes is a 2,115-mile pipeline serving markets in Minnesota, Wisconsin,
Michigan and eastern Canada. The 1,249-mile Northern Border Pipeline transports
natural gas from the Montana-Saskatchewan border to markets in the midwestern
United States. Tuscarora owns a 240-mile pipeline system that transports natural
gas from Oregon where it interconnects to TransCanada’s
Gas Transmission Northwest System. TC PipeLines, LP is managed by its general
partner, TC PipeLines GP, Inc., an indirect wholly owned subsidiary of
TransCanada Corporation. TC PipeLines GP, Inc., also holds common units of TC
PipeLines, LP. Common units of TC PipeLines, LP are quoted on the NASDAQ Stock
Market and trade under the symbol “TCLP.” For more information about TC
PipeLines, LP, visit the Partnership’s website at
www.tcpipelineslp.com.
CAUTIONARY
STATEMENT REGARDING
FORWARD-LOOKING INFORMATION
This news
release may include forward-looking statements regarding future events and the
future financial performance of TC PipeLines, LP. Words such as “believes,”
“expects,” “intends,” “forecasts,” “projects,” and similar expressions identify
forward-looking statements. All forward-looking statements are based on the
Partnership’s current beliefs as well as assumptions made by and information
currently available to the Partnership. These statements reflect the
Partnership’s current views with respect to future events. The Partnership
assumes no obligation to update any such forward-looking statement to reflect
events or circumstances occurring after the date hereof. Important factors that
could cause actual results to materially differ from the Partnership's current
expectations include TransCanada’s ability to obtain commercial support for the
Pathfinder Project and their decision to proceed with either the Bison or
Pathfinder Projects; regulatory, construction and other risks related to the
construction of either the Bison Project and/or the Pathfinder Project; and
other risks inherent in the transportation of natural gas as discussed in the
Partnership’s filings with the Securities and Exchange Commission, including the
Partnership’s Annual Report on Form 10-K for the year ended December 31, 2007
and subsequent quarterly reports on Form 10-Q.
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Media
Inquiries: Cecily
Dobson (403)
920-785
(800)
608-7859
Unitholder
and Analyst Inquiries: Myles
Dougan (877)
290-2772 investor_relations@tcpipelineslp.com
Exhibit 99.2
NewsRelease
Northern
Border Pipeline Company Announces Sale of Bison Pipeline LLC
OMAHA,
Nebraska – September 3,
2008 – Northern Border Pipeline Company (Northern Border) today, along
with its owners, TC Pipelines, LP and ONEOK Partners, L.P., announced the sale
of its wholly owned subsidiary, Bison Pipeline LLC, to TransCanada Pipeline USA
Ltd. (TransCanada).
The
assets of Bison Pipeline LLC include executed precedent agreements, as well as
regulatory, environmental and engineering activities completed to date on the
Bison Pipeline Project (Bison Project). Project subscription that is subject to
certain conditions currently stands at 405 million cubic feet per day (MMcf/d).
Northern Border will retain the executed downstream contracts by shippers on the
Bison Project for capacity from Port of Morgan, Montana, to Ventura, Iowa, on
the Northern Border system.
As a part
of the transaction, TransCanada has committed to proceed with constructing the
Bison Project, pending the removal of contingencies, or combining it with the
proposed Pathfinder Pipeline Project (Pathfinder Project).
The
proposed 289-mile, 24-inch diameter Bison pipeline system would extend from
natural gas gathering facilities located in the Powder River Basin supply area
to a point of interconnection with the Northern Border system in Morton County,
North Dakota. The initial capacity of the Bison Project is anticipated to be
approximately 400 MMcf/d. The projected in-service date is late
2010.
“This
transaction positions the Bison Project to potentially combine with
TransCanada’s proposed Pathfinder Project that would interconnect with the
Northern Border system,” said Paul F. Miller, vice president and general manager
of Northern Border.
“The
success of Bison or Pathfinder would significantly diversify natural gas supply
and potentially increase demand for transportation services on the Northern
Border Pipeline, which serves the Chicago and Midwest markets.”
The
proposed Pathfinder Project is an approximately 625-mile, 36-inch and 42-inch
diameter interstate pipeline that would transport natural gas northeast from
Meeker, Colorado, through Montana to the Northern Border system in North Dakota
for delivery into the Ventura and Chicago-area markets. The initial capacity is
1.2 billion cubic feet per day (Bcf/d), with an ultimate capacity of 2.0 Bcf/d.
The anticipated Pathfinder Project in-service date is late 2010.
About
Northern Border Pipeline Company:
Northern
Border is a general partnership that owns and operates a 1,249-mile interstate
pipeline that transported approximately 18 percent of all Canadian gas imported
into the United States in 2007. TC PipeLines, LP (Nasdaq: TCLP) owns
a 50 percent general partner interest in Northern Border and an affiliate is the
operator of the pipeline system. ONEOK Partners, L.P. (NYSE:OKS) owns the other
50 percent general partner interest.
About
TC PipeLines, LP
TC
PipeLines, LP is a publicly traded limited partnership. TC PipeLines,
LP has interests in more than 3,600 miles of federally regulated U.S. interstate
natural gas pipelines, including Great Lakes Gas Transmission Limited
Partnership (46.45 percent ownership), and Tuscarora Gas Transmission Company
(100 percent ownership) as well as its ownership interest in Northern
Border.
About
ONEOK Partners, L.P.
ONEOK
Partners, L.P. (NYSE: OKS) is one of the largest publicly traded limited
partnerships, and is a leader in the gathering, processing, storage and
transportation of natural gas in the U.S. and owns one of the nation’s premier
natural gas liquids (NGL) systems, connecting much of the natural gas and NGL
supply in the Mid-Continent with key market centers. The general
partner of ONEOK Partners is a wholly owned subsidiary of ONEOK, Inc. (NYSE:
OKE), which is a diversified energy company and owns 47.7 percent of the overall
equity interest in ONEOK Partners. ONEOK is one
of the largest natural gas distributors in the United States, and its energy
services operation focuses primarily on marketing natural gas and related
services throughout the United States.
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Contacts:
Media
Inquiries: Cecily
Dobson
(403) 920-7859
(800)
608-7859
Investor
& Analyst Inquiries: Myles
Dougan
(403) 920-7911
(800) 361-6522
ONEOK Partners,
L.P.
Media
Inquiries: Megan
Washbourne (918)
588-7572
Investor
& Analyst Inquiries: Christy
Williamson (918)
588-7163