Filing Details

Accession Number:
0001104659-21-031587
Form Type:
13D Filing
Publication Date:
2021-03-03 17:17:11
Filed By:
Tc Energy Corp
Company:
Tc Pipelines Lp (NYSE:TCP)
Filing Date:
2021-03-03
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
TC Energy Corporation 71,306,397 0 71,306,397 0 71,306,397 100%
TransCanada PipeLines Limited 71,306,397 0 71,306,397 0 71,306,397 100%
TransCanada PipeLine USA Ltd 71,306,397 0 71,306,397 0 71,306,397 100.0%
TransCan Northern Ltd 71,306,397 0 71,306,397 0 71,306,397 100%
TC PipeLines GP, Inc 5,797,106 0 5,797,106 0 5,797,106 8.1%
Filing
 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 8)*

 

TC PipeLines, LP

(Name of Issuer)

 

Common Units

(Title of Class of Securities)

 

87233Q 10 8

(CUSIP Number)

 

Christine R. Johnston
450 - 1st Street SW

Calgary, Alberta, Canada

T2P 5H1

(403) 920-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

March 3, 2021

(Date of Event which Requires Filing of this Statement)

 

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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

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).

 

 

 

 

 

 

 

SCHEDULE 13D

 

CUSIP No. 87233Q 10 8

 

1

Name of Reporting Persons.

 

TC Energy Corporation

2

Check the Appropriate Box if a Member of a Group

 

(a)       ¨

(b)       ¨

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)

 

OO

5

Check box 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

 

71,306,397

8

Shared Voting Power

 

-0-

9

Sole Dispositive Power

 

71,306,397

10

Shared Dispositive Power

 

-0-

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

71,306,397

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 (See Instructions)

 

HC, CO

 

 
1As of March 3, 2021, there were 71,306,397 common units of TC Pipelines, LP outstanding.

 

1

 

 

SCHEDULE 13D

 

CUSIP No. 87233Q 10 8

 

1

Name of Reporting Persons.

 

TransCanada PipeLines Limited

2

Check the Appropriate Box if a Member of a Group

 

(a)       ¨

(b)       ¨

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)

 

AF

5

Check box 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

 

71,306,397

8

Shared Voting Power

 

-0-

9

Sole Dispositive Power

 

71,306,397

10

Shared Dispositive Power

 

-0-

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

71,306,397

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 (See Instructions)

 

CO

 

 
2As of March 3, 2021, there were 71,306,397 common units of TC Pipelines, LP outstanding.

 

2

 

 

SCHEDULE 13D

 

CUSIP No. 87233Q 10 8

 

1

Name of Reporting Persons.

 

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 (See Instructions)

 

AF

5

Check box 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

 

71,306,397

8

Shared Voting Power

 

-0-

9

Sole Dispositive Power

 

71,306,397

10

Shared Dispositive Power

 

-0-

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

71,306,397

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

¨

13

Percent of Class Represented by Amount in Row (11)

 

100.0%

14

Type of Reporting Person (See Instructions)

 

CO

 

 
3As of March 3, 2021, there were 71,306,397 common units of TC Pipelines, LP outstanding.

 

3

 

 

SCHEDULE 13D

 

CUSIP No. 87233Q 10 8

 

1

Name of Reporting Persons.

 

TransCan Northern Ltd.

2

Check the Appropriate Box if a Member of a Group

 

(a)       ¨

(b)       ¨

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)

 

AF

5

Check box 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

 

71,306,397

8

Shared Voting Power

 

-0-

9

Sole Dispositive Power

 

71,306,397

10

Shared Dispositive Power

 

-0-

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

71,306,397

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 (See Instructions)

 

CO

 

 
4As of March 3, 2021, there were 71,306,397 common units of TC Pipelines, LP outstanding.

 

4

 

 

SCHEDULE 13D

 

CUSIP No. 87233Q 10 8

 

1

Name of Reporting Persons.

 

TC PipeLines GP, Inc.

2

Check the Appropriate Box if a Member of a Group

 

(a)       ¨

(b)       ¨

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)

 

AF

5

Check box 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

 

5,797,106

8

Shared Voting Power

 

-0-

9

Sole Dispositive Power

 

5,797,106

10

Shared Dispositive Power

 

-0-

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

5,797,106

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

¨

13

Percent of Class Represented by Amount in Row (11)

 

8.1%

14

Type of Reporting Person (See Instructions)

 

CO

 

 
5As of March 3, 2021, there were 71,306,397 common units of TC Pipelines, LP outstanding.

 

5

 

 

AMENDMENT NO. 8 TO

 

STATEMENT ON SCHEDULE 13D

 

This Amendment No. 8 (the “Amendment”) to Schedule 13D is being filed by TC Energy Corporation, a Canadian public company (“TC Energy”), TransCanada PipeLines Limited, a Canadian corporation (“TCPL”), TransCanada PipeLine USA Ltd., a Nevada Corporation (“TC PipeLine USA”), TransCan Northern Ltd., a Delaware corporation (“TransCan Northern”) and TC PipeLines GP, Inc., a Delaware corporation (the “GP”), to amend the Schedule 13D that was filed on August 9, 2002, as amended by Amendment No. 1 filed on August 13, 2003, Amendment No. 2 filed on August 3, 2004, Amendment No. 3 filed on April 1, 2005, Amendment No. 4 filed on March 29, 2007, Amendment No. 5 filed on July 2, 2009, Amendment No. 6 filed on October 5, 2020 and Amendment No. 7 filed on December 16, 2020. Capitalized terms used in this Amendment No. 8 and not defined herein have the respective meanings ascribed to such terms in the Schedule 13D, as previously amended.

 

Item 2.Identity and Background.

 

The name, state or other place of organization and address of its principal office for the Reporting Persons are set forth on Schedule I attached hereto.

 

(a)-(c)      The information required to be filed in response to paragraphs (a), (b) and (c) of Item 2 with respect to the persons listed on Appendices A, B, C, D and E (the “Listed Persons”) hereto is set forth therein. On March 3, 2021, following the consummation of, and as a result of, the Merger (as defined below), the Listed Persons ceased to beneficially own any Common Units of the Partnership.

 

(d)     During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, none of the Listed Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)      During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the Listed Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any of such persons 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.

 

(f)      The information required to be filed in response to paragraph (f) of Item 2 with respect to the Listed Persons is set forth therein.

 

Item 4.Purpose of Transaction

 

The information previously provided in response to this Item 4 is hereby amended and supplemented as follows:

 

On March 3, 2021, TCP Merger Sub, LLC, a Delaware limited liability company and an indirect, wholly owned subsidiary of TC Energy (“Merger Sub”), merged with and into the Partnership, with the Partnership continuing as the sole surviving entity and an indirect, wholly owned subsidiary of TC Energy (the “Merger”) pursuant to that certain Agreement and Plan of Merger, dated as of December 14, 2020 (the “Merger Agreement”), by and among the Partnership, the GP, TC Energy, TransCan Northern, TC PipeLine USA and Merger Sub.

 

As a result of the Merger, (i) each Common Unit issued and outstanding immediately prior to the effective time of the Merger (excluding certain Excluded Units, as defined in the Merger Agreement) was cancelled in exchange for the right to receive from TC Energy 0.70 common shares of TC Energy and the Partnership issued a number of Common Units equal to the number of Common Units cancelled in connection with the Merger to TransCan Northern and (ii) the equity interests of Merger Sub were converted into one newly issued Common Unit held by TransCan Northern. As a result of the Merger, the Reporting Persons own all of the outstanding Common Units.

 

The Common Units will be removed from listing on the New York Stock Exchange and the Partnership will file a Form 15 to terminate the registration of the Common Units under Section 12(g) and suspend its reporting obligations under Section 15(d), in each case, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

6

 

 

Item 5.Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended by adding the following paragraph:

 

As a result of the Merger described in Item 4 (which Item 4 is incorporated herein by reference), the Reporting Persons own all of the outstanding Common Units. Following effectiveness of the Form 15, Common Units held by TC Energy and its subsidiaries will no longer be subject to reporting under Section 13(d) of the Exchange Act. Consequently, this Amendment No. 8 to the Original Schedule 13D constitutes an exit filing for the Reporting Persons.

 

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

The information provided or incorporated by reference in Item 4 is hereby incorporated by reference herein.

 

7

 

 

SIGNATURE

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Date:      March 3, 2021

 

  TC Energy Corporation

 

  /s/ Donald R. Marchand
Name:    Donald R. Marchand
 Title:    Executive Vice-President, Strategy & Corporate Development and    Chief Financial Officer

 

/s/ Christine R. Johnston
Name:    Christine R. Johnston
 Title:    Vice-President, Law and Corporate Secretary

 

 

TransCanada PipeLines Limited

 

  /s/ Donald R. Marchand
Name:    Donald R. Marchand
 Title:    Executive Vice-President, Strategy & Corporate Development and    Chief Financial Officer

 

/s/ Christine R. Johnston
Name:    Christine R. Johnston
 Title:    Vice-President, Law and Corporate Secretary

 

 

  TransCanada PipeLine USA Ltd.

 

  /s/ Nathaniel A. Brown
Name:    Nathaniel A. Brown
 Title:    Controller

 

  /s/ Jon A. Dobson
Name:    Jon A. Dobson
 Title:    Corporate Secretary

 

 

  TransCan Northern Ltd.

 

  /s/ Nathaniel A. Brown
Name:    Nathaniel A. Brown
 Title:    Controller

 

  /s/ Jon A. Dobson
Name:    Jon A. Dobson
 Title:    Corporate Secretary

 

8

 

 

  TC PipeLines GP, Inc.

 

  /s/ Nathaniel A. Brown
Name:    Nathaniel A. Brown
 Title:    President

 

  /s/ Jon A. Dobson
Name:    Jon A. Dobson
 Title:    Secretary

 

9

 

 

SCHEDULE I

 

Name

 

State of Incorporation
or Formation

 

Principal Business

 

Business Address

TC Energy Corporation   Canada   Pipelines and Energy  

TC Energy Tower

450 - 1st Street SW

Calgary, Alberta, Canada

T2P 5H1

Phone: (403) 920-2000

 

TransCanada PipeLines Limited   Canada   Pipelines and Energy  

TC Energy Tower

450 - 1st Street SW

Calgary, Alberta, Canada

T2P 5H1

Phone: (403) 920-2000

 

TransCanada PipeLine USA Ltd.   Nevada   Pipelines and Energy  

700 Louisiana Street, Suite 1300

Houston, Texas

77002-2761

Phone: (877) 290-2772

 

TransCan Northern Ltd.   Delaware   Pipelines and Energy  

700 Louisiana Street, Suite 1300

Houston, Texas

77002-2761

Phone: (877) 290-2772

 

TC PipeLines GP, Inc.   Delaware   Pipelines and Energy  

700 Louisiana Street, Suite 1300

Houston, Texas

77002-2761

Phone: (877) 290-2772

 

 

Schedule I

 

 

 

APPENDIX A & B

 

Executive Officers and Directors of TC Energy Corporation (“TC Energy”) and TransCanada PipeLines Limited:

 

DIRECTORS:

 

Name and Citizenship

 

Principal Occupation

 

Business Address

Stéphan Crétier

Canada

 

Chairman, President and Chief Executive Officer, GardaWorld Security Corporation

 

 

450 – 1st Street SW

Calgary, Alberta, Canada T2P 5H1

Michael R. Culbert

Canada

  Corporate Director  

450 – 1st Street SW

Calgary, Alberta, Canada T2P 5H1

 

François L. Poirier

Canada

 

President, Chief Executive Officer and Director TC Energy and TransCanada PipeLines Limited

 

 

450 – 1st Street SW

Calgary, Alberta, Canada T2P 5H1

Susan C. Jones

Canada and the United Kingdom

  Corporate Director  

450 – 1st Street SW

Calgary, Alberta, Canada T2P 5H1

 

Randy Limbacher

United States

 

 

Chief Executive Officer, Meridian Energy, LLC

 

 

450 – 1st Street SW

Calgary, Alberta, Canada T2P 5H1

 

John E. Lowe

United States

  Senior Executive Advisor, Tudor, Pickering, Holt & Co., LLC  

450 – 1st Street SW

Calgary, Alberta, Canada T2P 5H1

 

David MacNaughton

Canada

  President, Palantir Canada  

450 – 1st Street SW

Calgary, Alberta, Canada T2P 5H1

 

Una Power

Canada

  Corporate Director  

450 – 1st Street SW

Calgary, Alberta, Canada T2P 5H1

 

Mary Pat Salomone

United States

  Corporate Director  

450 – 1st Street SW

Calgary, Alberta, Canada T2P 5H1

 

Indira V. Samarasekera

Canada

 

Senior Advisor, Bennett Jones LLP

 

 

450 – 1st Street SW

Calgary, Alberta, Canada T2P 5H1

 

D. Michael G. Stewart

Canada

  Corporate Director  

450 – 1st Street SW

Calgary, Alberta, Canada T2P 5H1

 

Siim A. Vanaselja

Canada

  Corporate director  

450 – 1st Street SW

Calgary, Alberta, Canada T2P 5H1

 

Thierry Vandal

Canada

  President, Axium Infrastructure US, Inc.  

450 – 1st Street SW

Calgary, Alberta, Canada T2P 5H1

 

Steven W. Williams

Canada

  Corporate Director  

450 – 1st Street SW

Calgary, Alberta, Canada T2P 5H1

 

 

Appendix A & B - 1

 

 

 

EXECUTIVE OFFICERS:

 

Name and Citizenship

 

Principal Occupation

 

Business Address

François L. Poirier

Canada

  President and Chief Executive Officer  

450 – 1st Street SW

Calgary, Alberta, Canada T2P 5H1

 

Donald R. Marchand

Canada

 

Executive Vice-President, Strategy & Corporate Development and Chief Financial Officer

 

 

450 – 1st Street SW

Calgary, Alberta, Canada T2P 5H1

 

Stanley G. Chapman III

United States

 

Executive Vice-President and President, U.S. and Mexico Natural Gas Pipelines

 

  700 Louisiana Street, Suite 1300 Houston, TX  77002-2761

Dawn E. de Lima

Canada

 

Executive Vice-President, Corporate Services

 

 

450 – 1st Street SW

Calgary, Alberta, Canada T2P 5H1

Corey Hessen

United States

 

Senior Vice-President and President, Power and Storage

 

 

450 – 1st Street SW

Calgary, Alberta, Canada T2P 5H1

Wendy L. Hanrahan

Canada

 

  Executive Vice-President and Senior Advisor  

450 – 1st Street SW

Calgary, Alberta, Canada T2P 5H1

Joel E. Hunter

Canada

  Senior Vice-President, Capital Markets  

450 – 1st Street SW

Calgary, Alberta, Canada T2P 5H1

 

Leslie C. Kass

United States

  Executive Vice-President, Technical Centre  

450 – 1st Street SW

Calgary, Alberta, Canada T2P 5H1

 

Patrick M. Keys

Canada

 

  Executive Vice-President, Stakeholder Relations and General Counsel  

450 – 1st Street SW

Calgary, Alberta, Canada T2P 5H1

Tracy A. Robinson

Canada

 

Executive Vice-President and President, Canadian Natural Gas Pipelines and President Coastal GasLink

 

 

450 – 1st Street SW

Calgary, Alberta, Canada T2P 5H1

 

Bevin Wirzba

Canada and the United Kingdom

  Executive Vice-President and President, Liquids Pipelines  

450 – 1st Street SW

Calgary, Alberta, Canada T2P 5H1

 

 

Appendix A & B - 2

 

 

 

APPENDIX C

 

Executive Officers and Directors of TransCanada PipeLine USA Ltd. (“TransCanada PipeLine USA”):

 

Name and Citizenship

 

Principal Occupation

 

Business Address

Stanley G. Chapman III

United States

 

Director and President of TransCanada PipeLine USA; Executive Vice-President and President, U.S. and Mexico Natural Gas Pipelines, TC Energy

 

 

700 Louisiana Street, Suite 1300

Houston, Texas 77002-2761

Nathaniel A. Brown

United States

 

 

 

Director and Controller of TransCanada PipeLine USA; Vice-President, U.S. Natural Gas Pipelines Financial Services, TransCanada USA Services Inc.

 

 

700 Louisiana Street, Suite 1300

Houston, Texas 77002-2761

Tina Faraca

United States

 

Director and Vice-President of TransCanada PipeLine USA; Senior Vice-President, U.S. Commercial, TransCanada USA Services Inc.

 

 

700 Louisiana Street, Suite 1300

Houston, Texas 77002-2761

Jon A. Dobson

United States

 

Corporate Secretary of TransCanada PipeLine USA; Director, U.S. Governance and Securities Law, TransCanada USA Services Inc.

 

 

700 Louisiana Street, Suite 1300

Houston, Texas 77002-2761

Burton D. Cole

United States

 

Vice-President of TransCanada PipeLine USA; Director, U.S. Pipeline Accounting, TransCanada USA Services Inc.

 

 

700 Louisiana Street, Suite 1300

Houston, Texas 77002-2761

James R. Eckert

United States

 

Vice-President of TransCanada PipeLine USA; Vice-President, U.S. Marketing and Optimization, TransCanada USA Services Inc.

 

 

700 Louisiana Street, Suite 1300

Houston, Texas 77002-2761

Nancy A. Johnson

Canada

 

 

Vice-President and Treasurer of TransCanada PipeLine USA; Vice President, Treasury and International Finance, TransCanada PipeLines Limited

 

 

450 - 1st Street SW

Calgary, Alberta, Canada T2P 5H1

 

William C. Morris

Canada

 

Vice-President, Finance of TransCanada PipeLine USA; Director, Corporate Finance and Assistant Treasurer, TransCanada PipeLines Limited

 

 

450 - 1st Street SW

Calgary, Alberta, Canada T2P 5H1

 

Alisa Williams

United States

  Vice-President, U.S. Taxation of TransCanada PipeLine USA; Director, U.S. Taxation, TransCanada USA Services Inc.  

700 Louisiana Street, Suite 1300

Houston, Texas 77002-2761

 

Appendix C - 1

 

 

 

Name and Citizenship

 

Principal Occupation

 

Business Address

Joshua Gibbon

United States

 

Vice-President of TransCanada PipeLine USA; Vice-President, U.S. Rates, Regulatory and Strategy, TransCanada USA Services Inc.

 

 

700 Louisiana Street, Suite 1300

Houston, TX 77002-2761

 

Christopher E. Humes

United States

 

 

Vice-President of TransCanada PipeLine USA; Senior Vice-President, U.S. Gas Operations and Projects, TransCanada USA Services Inc.

 

 

700 Louisiana Street, Suite 1300

Houston, TX 77002-2761

 

Russell A. Mahan

United States

  Vice-President, U.S. Business Development of TransCanada PipeLine USA; Vice-President, U.S. Business Development, TransCanada USA Services Inc.  

700 Louisiana Street, Suite 1300

Houston, TX 77002-2761

 

 

Appendix C - 2

 

 

 

APPENDIX D

 

Executive Officers and Directors of TransCan Northern Ltd. (“TransCan Northern”):

 

Name and Citizenship

 

Principal Occupation

 

Business Address

Stanley G. Chapman III

United States

 

Director and President of TransCan Northern; Executive Vice-President and President, U.S. and Mexico Natural Gas Pipelines, TC Energy

 

 

700 Louisiana Street, Suite 1300

Houston, Texas 77002-2761

Nathaniel A. Brown

United States

 

Director and Controller of TransCan Northern; Vice-President, U.S. Natural Gas Pipelines Financial Services of TransCanada USA Services Inc.

 

 

700 Louisiana Street, Suite 1300

Houston, Texas 77002-2761

Jon A. Dobson

United States

 

Director and Corporate Secretary of TransCan Northern; Director, U.S. Governance and Securities Law of TransCanada USA Services Inc.

 

 

700 Louisiana Street, Suite 1300

Houston, Texas 77002-2761

Burton D. Cole

United States

 

Vice-President of TransCan Northern; Director, U.S. Pipeline Accounting of TransCanada USA Services Inc.

 

 

700 Louisiana Street, Suite 1300

Houston, Texas 77002-2761

James R. Eckert

United States

 

Vice-President of TransCan Northern; Vice-President, U.S. Marketing and Optimization of TransCanada USA Services Inc.

 

 

700 Louisiana Street, Suite 1300

Houston, Texas 77002-2761

Tina Faraca

United States

 

Vice-President of TransCan Northern; Senior Vice-President, U.S. Commercial

 

 

700 Louisiana Street, Suite 1300

Houston, Texas 77002-2761

Nancy A. Johnson

Canada

 

 

Vice-President and Treasurer of TransCan Northern; Vice President, Treasury and International Finance of TransCanada PipeLines Limited

 

 

450 - 1st Street SW

Calgary, Alberta, Canada T2P 5H1

 

William C. Morris

Canada

 

Vice-President, Finance of TransCan Northern; Director, Corporate Finance and Assistant Treasurer of TransCanada PipeLines Limited

 

 

450 - 1st Street SW

Calgary, Alberta, Canada T2P 5H1

 

Alisa Williams

United States

  Vice-President, U.S. Taxation of TransCan Northern; Director, U.S. Taxation of TransCanada USA Services Inc.  

700 Louisiana Street, Suite 1300

Houston, Texas 77002-2761

 

Appendix D - 1

 

 

 

APPENDIX E

 

Executive Officers and Directors of TC PipeLines GP, Inc. (“GP”)

 

Name and Citizenship

 

Principal Occupation

 

Business Address

Stanley G. Chapman III

United States

  Chair and Director of GP; Executive Vice-President and President, U.S. and Mexico Natural Gas Pipelines, TC Energy  

700 Louisiana Street, Suite 1300

Houston, TX 77002-2761

 

Nathaniel A. Brown

United States

 

President, Principal Executive Officer and Director of GP; Vice-President, U.S. Natural Gas Pipelines Financial Services of TransCanada USA Services Inc.

 

 

700 Louisiana Street, Suite 1300

Houston, Texas 77002-2761

Gloria L. Hartl

Canada

 

 

Director of GP; Vice-President, Risk Management, TC Energy

 

 

450 - 1st Street SW

Calgary, Alberta, Canada T2P 5H1

 

Nadine E. Berge

Canada

 

Director of GP; Director, Corporate Compliance and Legal Operations, TransCanada PipeLines Limited

 

 

450 - 1st Street SW

Calgary, Alberta, Canada T2P 5H1

Janine M. Watson

Canada

 

Vice-President and General Manager of GP; Director, U.S. Natural Gas Joint Ventures, TransCanada PipeLines Limited

 

 

450 - 1st Street SW

Calgary, Alberta, Canada T2P 5H1

Alisa Williams

United States

 

Vice-President, Taxation of GP; Director, U.S. Taxation, TransCanada USA Services Inc.

 

 

700 Louisiana Street, Suite 1300

Houston, Texas 77002-2761

Jon A. Dobson

United States

 

Secretary of GP; Director, U.S. Governance and Securities Law, TransCanada USA Services Inc.

 

 

700 Louisiana Street, Suite 1300

Houston, Texas 77002-2761

Burton D. Cole

United States

 

Controller of GP; Director, U.S. Pipeline Accounting, TransCanada USA Services Inc.

 

 

700 Louisiana Street, Suite 1300

Houston, Texas 77002-2761

William C. Morris

Canada

 

Vice-President, Principal Financial Officer and Treasurer of GP; Director, Corporate Finance and Assistant Treasurer, TransCanada PipeLines Limited

 

 

450 - 1st Street SW

Calgary, Alberta, Canada T2P 5H1

 

Appendix E - 1