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
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% |
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 |
| 1 | As 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 |
| 2 | As 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 |
| 3 | As 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 |
| 4 | As 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 |
| 5 | As 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 | 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