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)
|
May 1, 2018
|
TC PipeLines, LP
|
(Exact name of registrant as specified in its charter)
|
Delaware
|
001-35358
|
52-2135448
|
(State or other jurisdiction
of incorporation)
|
(Commission File
Number)
|
(IRS Employer
Identification No.)
|
700 Louisiana Street, Suite 700
Houston, TX
|
77002-2761
|
(Address of principal executive offices)
|
(Zip Code)
|
Registrant's telephone number, including area code
|
(877) 290-2772
|
|
(Former name or former address if changed since last report)
|
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
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
|
☐
|
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
|
☐
|
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 1, 2018, Nathan Brown, Nadine Berge and Sean Brett were appointed by resolution of the sole stockholder to the Board of Directors of TC PipeLines GP, Inc. (the "General Partner"), the general partner of TC Pipelines, LP, effective immediately.
Mr. Brown currently serves as President of the General Partner. Mr. Brown's main occupation is Vice-President, U.S. Gas Pipelines Financial Services of TransCanada Corporation, the ultimate parent company of the General Partner ("TransCanada"), in which position he is responsible for the accounting of TransCanada's U.S. natural gas pipelines. Mr. Brown previously served as Principal Financial Officer and Controller of the General Partner from May 2014 to May 1, 2018. Mr. Brown also served as Manager of accounting for TransCanada's U.S. Pipelines West from November 2009, when he joined TransCanada, to May 2014 and Director of Financial Services for TransCanada's U.S. Pipelines from May 2014 to February 2018. In these roles, Mr. Brown was responsible for accounting, financial reporting, planning and budgeting. He also provided regulatory accounting support for rate filings, settlement negotiations, and other regulatory proceedings. Prior to joining TransCanada, Mr. Brown spent eight years in public accounting, most recently as an audit manager for Grant Thornton LLP and Ernst &Young.
Ms. Berge's principal occupation is Director, Corporate Compliance and Legal Operations with TransCanada, a position she has held since December 2014. Ms. Berge's portfolio involves directing the corporate compliance area across Canada, the US and Mexico, as well as leadership of operational matters for the TransCanada legal department in all three jurisdictions. Since joining TransCanada's legal department in May 2005, Ms. Berge has held positions of increasing responsibility prior to her current role, most recently as Senior Legal Counsel.
Mr. Brett's principal occupation is Vice-President, Risk Management with TransCanada, a position he has held since August 2015 and in which he is responsible for financial risk management. Since joining the TransCanada in March 1997, Mr. Brett has held several positions of increasing responsibility, including Vice President and Treasurer from July 2010 to August 2015. Mr. Brett also previously served as Vice President, Commercial Operations in 2010 and as Treasurer of the General Partner from 2007 to 2008.
There are no arrangements or understandings between Mr. Brown, Ms. Berge or Mr. Brett and any other person pursuant to which they were selected for appointment as directors. There are no transactions between Mr. Brown, Ms. Berge or Mr. Brett and the General Partner or the Partnership that would be reportable under Item 404(a) of Regulation S-K.
A copy of the news release announcing the nominations of Messrs. Brett and Brown and Ms. Berge as candidates is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits .
(d) Exhibits
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/ Jon Dobson
Jon Dobson
Secretary
|
Dated: May 3, 2018
EXHIBIT INDEX
4