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
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Date
of Report (Date of earliest event reported)
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November
12, 2009
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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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment
of Officers
On
November 12, 2009, the Board of Directors of the Partnership announced that,
effective November 9, 2009, Rob C. Jacobucci will replace Amy W. Leong as
Controller and Principal Financial Officer. Mr. Jacobucci, age 41, is
also Director, Pipeline Accounting for TransCanada. Prior to his
current appointment, Mr. Jacobucci was Director, Energy Accounting at
TransCanada since November 2008. Previous to that, he held the
positions of Manager, Power Accounting from August 2007 to November 2008 and
Manager, U.S. Pipeline Accounting from February 2006 to August
2008. Mr. Jacobucci held various senior accounting and leadership
positions in TransCanada’s corporate accounting and reporting groups since 1999.
Prior to joining TransCanada, Mr. Jacobucci was an audit manager with
PricewaterhouseCoopers Chartered Accountants where he worked from 1993 to
1999. Mr. Jacobucci is a Chartered Accountant with the Institute of
Chartered Accountants of Alberta. Mr. Jacobucci holds a Bachelor of Business
Administration degree from Simon Fraser University.
Mr.
Jacobucci does not have any family relationships with any director or executive
officer of the Partnership or TC PipeLines GP, Inc., has not been a party to any
transaction with the Partnership or TC PipeLines GP, Inc. that would require
disclosure under Item 404(a) of Regulation S-K, and does not have any employment
agreement with the Partnership or TC PipeLines GP, Inc.
| Item 7.01. | Regulation FD Disclosure. |
On
November 12, 2009, TC PipeLines, LP (the “Partnership”) issued a press release
announcing an offering of 5,000,000 common units to a syndicate of underwriters
led by Citigroup Global Markets Inc., BofA Merrill Lynch, Morgan Stanley and UBS
Investment Bank who will act as joint book-running managers of the
offering. The underwriters will have a 30-day option to purchase up
to an additional 750,000 units to cover over-allotments, if any. A
copy of the press release is furnished with this report as Exhibit 99.1 and is
incorporated herein by reference.
The
information in this report is being furnished, not filed, pursuant to Item 7.01
of Form 8-K. Accordingly, the information in this report, including the
press release, will not be incorporated by reference into any registration
statement filed by the Partnership under the Securities Act of 1933, as amended,
unless specifically identified therein as being incorporated therein by
reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d)
Exhibits
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Exhibit
Number
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Description
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| 23.1 | Consent of KPMG LLP. | |
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99.1
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Press
Release dated November 12,
2009.
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2
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.
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TC
PipeLines, LP
by: TC
PipeLines GP, Inc.,
its
general partner
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By: /s/
Annie C.
Belecki
Annie C.
Belecki
Assistant
Secretary
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Dated: November
12, 2009
3
Exhibit
23.1
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KPMG LLP
Chartered Accountants
2700-205 5 Avenue SW
Calgary, AB T2P 4B9
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Telephone
Telefax
Internet
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(403) 691-8000
(403) 691-8008
www.kpmg.ca
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CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors of TC PipeLines GP, Inc., General Partner of TC PipeLines,
LP:
We
consent to the incorporation by reference in the registration statement (No.
333-156114) on Form S-3 of TC PipeLines, LP of our report dated April 29, 2009,
with respect to the consolidated balance sheets of TC PipeLines GP, Inc. as of
December 31, 2008 and 2007, which report appears in Exhibit 99.1 to the Form
10-Q of TC PipeLines, LP dated April 30, 2009.
/s/ KPMG
LLP
Chartered
Accountants
Calgary,
Canada
November
12, 2009
Exhibit
99.1
NewsRelease
TC
PipeLines, LP Announces Offering of
5
Million Common Units
OMAHA,
Nebraska – November 12,
2009 – (Nasdaq: TCLP) – TC PipeLines, LP (the Partnership) today
announced the commencement of an offering of 5,000,000 common units to a
syndicate of underwriters led by Citigroup Global Markets Inc., BofA Merrill
Lynch, Morgan Stanley and UBS Investment Bank who will act as joint book-running
managers of the offering. The underwriters will have a 30-day option to purchase
up to an additional 750,000 units to cover over-allotments, if any.
The
Partnership expects to use the net proceeds of the offering to reduce debt
outstanding under its revolving credit facility and for general partnership
purposes.
The
offering is being made under the Partnership’s existing shelf registration
statement. With the close of this offering and assuming the underwriters do not
exercise their option to purchase additional units, TransCanada Corporation's
ownership of the Partnership will be approximately 37.6 per cent.
This news
release does not constitute an offer to sell or a solicitation of an offer to
buy the limited partnership interests described herein, nor shall there be any
sale of these limited partnership interests in any state or jurisdiction in
which such an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. The offering may be made only by means of a prospectus and related
prospectus supplement.
A copy of
the prospectus supplement and prospectus relating to the offering, when
available, may be obtained from the following addresses:
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Citi
Brooklyn
Army Terminal
140 58th
Street, 8th
Floor
Brooklyn,
NY 11220
Toll
free: 800-831-9146 batprospectusdept@citi.com
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BofA
Merrill Lynch
4 World
Financial Centre
New York,
NY 10080
Attention:
Preliminary Prospectus Department
Prospectus.Requests@ml.com
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Morgan
Stanley
Attention:
Prospectus Department
180
Varick Street, 2nd
Floor
New York,
NY 10014
Toll
free: 866-718-1649
prospectus@morganstanley.com
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UBS
Investment Bank
Attention:
Prospectus Department
299 Park
Avenue
New York,
NY 10171
Toll
free: 888-827-7275
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TC
PipeLines, LP has interests in approximately 3,700 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), North Baja Pipeline, LLC (100 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.
North Baja is an 80-mile bi-directional natural gas pipeline that extends from
southwestern Arizona to a point on the California/Mexico border and connects
with a natural gas pipeline system in Mexico. Tuscarora is a 240-mile pipeline
system that transports natural gas from Oregon, where it interconnects
TransCanada’s Gas Transmission Northwest System, to markets in Oregon, Northern
California, and Northwestern Nevada. 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 statements 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 the risk of a prolonged slowdown in growth or decline in
the U.S. economy or the risk of delay in growth recovery in the U.S. economy,
regulatory decisions, particularly those of the Federal Energy Regulatory
Commission, the ability of Great Lakes and Northern Border to recontract their
available capacity on competitive terms, the Partnership’s ability to identify
and/or consummate accretive growth opportunities from TransCanada or others, the
ability to access capital and credit markets with competitive rates and terms,
decisions by the operator of Northern Border, Great Lakes, North Baja and
Tuscarora, the failure of a shipper on any one of the Partnership’s pipelines to
perform its contractual obligations, supply of natural gas in the Western Canada
sedimentary basin and in competing basins, such as the Rocky Mountains, future
demand for natural gas, overcapacity in the industry, success of other pipelines
competing with Northern Border and Great Lakes by bringing competing U.S.
sourced gas to Northern Border’s and Great Lakes’ markets, 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, 2008 and the
Partnership’s Quarterly Reports on Form 10-Q for the quarters ended March 31,
June 30, 2009 and September 30, 2009.
- 30
- -
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Media
Inquiries:
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Cecily
Dobson/Terry Cunha
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(403)
920-7859
(800)
608-7859
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Unitholder
and Analyst Inquiries:
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Terry
Hook
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(877)
290-2772
investor_relations@tcpipelineslp.com
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