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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February
4, 2010
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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
8.01.
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Other
Events
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Today,
February 4, 2010, Great Lakes Gas Transmission Limited Partnership (“Great
Lakes”) filed a cost and revenue study in response to the Federal Energy
Regulatory Commission's (“FERC”) November 19, 2009 order (“November 19, 2009
Order”) in FERC Docket No. RP10-149 (“GL Rate Proceeding”). The cost and revenue
study filed today shows that restated rates on Great Lakes’ system should be
above Great Lakes’ current rates.
As
previously reported in our Form 8-K filed on November 19, 2009, the November 19,
2009 Order instituted an investigation, pursuant to Section 5 of the Natural Gas
Act, to determine whether the rates currently charged by Great Lakes are just
and reasonable. The FERC alleged, based on a review of certain
historical information, that Great Lakes’ revenues might substantially exceed
Great Lakes actual cost of service and therefore may be unjust and
unreasonable.
A hearing
in the GL Rate Proceeding is scheduled for early August 2010 and an initial
decision by the Administrative Law Judge is expected in November
2010. Should the FERC determine that Great Lakes' rates are not
just and reasonable; the FERC could order Great Lakes to prospectively reduce
its rates.
In our
Form 8-K filed on November 4, 2009 and further discussed in our Form 10-Q for
the quarter ended September 30, 2009, we reported that Great Lakes has
approximately 515 thousand dekatherms per day (MDth/d) of long haul capacity
under contract expiring on October 31, 2010, some of which is subject to rights
of first refusal, which may be renewed. Additionally, there is
approximately 200 MDth/d of short haul capacity expiring in 2010, some of which
is subject to rights of first refusal, which may be renewed. Great
Lakes may discount transportation capacity as needed to optimize
revenue. The cost and revenue study filed today reflects the
increased risk of de-contracting on the Great Lakes system which may result in
decreases to overall long term, daily and short term firm transportation
revenues, and interruptible transportation revenues, as compared to prior
periods.
TC
PipeLines, LP (the “Partnership”) owns a 46.45 per cent general partner interest
in Great Lakes. The other 53.55 per cent partner interest in Great Lakes is
owned by TransCanada. The general partner of TC PipeLines, LP is TC
PipeLines GP, Inc., a wholly-owned subsidiary of TransCanada.
Cautionary
Statement Regarding Forward-Looking Information
This Form
8-K 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,” “cannot predict” 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 positions taken by the FERC, interveners, the
Administrative Law Judge in the GL Rate Proceeding, the demand for Great Lakes
transportation in the future, regulatory decisions, particularly those of the
Federal Energy Regulatory Commission, the ability of Great Lakes to recontract
its available capacity on competitive terms, decisions by the operator of Great
Lakes regarding operational matters, the failure of a shipper on Great Lakes 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 Great Lakes by bringing competing U.S. sourced gas to 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 and September 30,
2009.
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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.
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TC
PipeLines, LP
by: TC
PipeLines GP, Inc.,
its
general partner
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By: /s/
Donald J.
DeGrandis
Donald J.
DeGrandis
Secretary
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Dated: February
4, 2010
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