Columbia Pipeline Partners LP (NASDAQ:CPPL) Files An 8-K Other Events
Item8.01.
| Other Events |
On January3, 2017, Columbia Pipeline Partners LP
(CPPL or the
Partnership) issued a press release
announcing that it has established a record date of January4,
2017 and a meeting date of February7, 2017, for a special meeting
of its common unitholders to be held at 9:00 a.m., local time, at
1001 Fannin St, Suite 2500, Houston, Texas 77002, at which CPPL
common unitholders will vote on the previously announced proposed
merger of CPPL and a subsidiary of Columbia Pipeline Group, Inc.
(CPG), to the Agreement and Plan of
Merger dated as of November1, 2016, by and among CPPL, CPG and
their respective affiliates (the Merger
Agreement). CPPL common unitholders of record at
the close of business on January4, 2017 will be entitled to
receive notice of the special meeting and to vote at the special
meeting. The press release also announced that CPPL has filed a
definitive proxy statement with the Securities and Exchange
Commission (SEC) for the special
meeting of its common unitholders and CPPL expects to commence
mailing the definitive proxy statement on or about January5, 2017
to its common unitholders.
The full text of the press release is filed as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated herein by
reference.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
Certain statements in this filing may constitute forward-looking
statements regarding, among other things, our plans, strategies
and prospects, both business and financial. Forward-looking
statements are statements other than historical facts and that
frequently use words such as anticipate, believe, continue,
could, estimate, expect, forecast, intend, may, plan, position,
should, strategy, target, will and similar words. All such
forward-looking statements speak only as of the date of this
report. Although CPPL believes that the plans, intentions and
expectations reflected in or suggested by the forward-looking
statements are reasonable, there is no assurance that these
plans, intentions or expectations will be achieved, and such
statements are subject to various risks and uncertainties.
Therefore, actual outcomes and results could materially differ
from what is expressed, implied or forecasted in such statements,
and readers are cautioned not to place undue reliance on such
statements. CPPLs business may be influenced by many factors that
are difficult to predict, involve uncertainties that may
materially affect actual results and are often beyond CPPLs
control.
These factors include, but are not limited to, the occurrence of
any event, change or other circumstance in connection with entry
into the Merger Agreement with CPG to acquire all of our
outstanding common units; the recent merger between CPG and
TransCanada Corporation (TransCanada);
risks related to disruption of managements attention from CPPLs
ongoing business operations due to the recent merger; risks
associated with the loss and ongoing replacement of key
personnel; risks relating to unanticipated costs of integration
in connection with the merger, including operating costs,
customer loss or business disruption being greater than expected;
changes in general economic conditions; competitive conditions in
our industry; actions taken by third-party operators, processors
and transporters; the demand for natural gas storage and
transportation services; our ability to successfully implement
our business plan; our ability to complete internal growth
projects on time and on budget; the price and availability of
debt and equity financing; the availability and price of natural
gas to the consumer compared with the price of alternative and
competing fuels; competition from the same and alternative energy
sources; energy efficiency and technology trends; operating
hazards and other risks incidental to transporting, storing and
gathering natural gas; natural disasters, weather-related delays,
casualty losses, acts of war and terrorism and other matters
beyond our control; interest rates; labor relations; large
customer defaults; changes in the availability and cost of
capital; changes in tax status; the effects of existing and
future laws and governmental regulations; and the effects of
future litigation, including litigation relating to CPGs merger
with TransCanada. We caution that the foregoing list of factors
is not exhaustive. Additional information about these and other
factors can be found in CPPLs Annual Report on Form10-K filed
with the SEC for the fiscal year ended December31, 2015, as
amended, and CPPLs Quarterly Reports on Form10-Q filed with the
SEC for the quarters ended March31, 2016, June30, 2016 and
September30, 2016 and CPPLs other filings with the SEC, which are
available at www.sec.gov. All forward-looking statements
included in this report are expressly qualified in their entirety
by such cautionary statements. CPPL expressly disclaims any
obligation to update, amend or clarify any forward-looking
statement to reflect events, new information or circumstances
occurring after the date of this report except as required by
applicable law.
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Important Additional Information Regarding the Merger
Filed with the SEC
This communication may be deemed to be solicitation material in
respect of the proposed merger. In connection with the proposed
merger transaction, the Partnership filed a definitive proxy
statement with the SEC which the Partnership expects to commence
disseminating to common unitholders on or about January5, 2017.
BEFORE MAKING ANY VOTING DECISION, THE PARTNERSHIPS
UNITHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER
DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED
MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED MERGER.
Investors and security holders will be able to obtain, free of
charge, a copy of the proxy statement and other relevant
documents filed with the SEC from the SECs website at
http://www.sec.gov. In addition, the proxy statement and
the Partnerships annual report on Form10-K, quarterly reports on
Form10-Q, current reports on Form8-K and amendments to those
reports filed or furnished to section13(a) or 14(d) of the
Exchange Act will be available free of charge through the
Partnerships website at
http://www.columbiapipelinepartners.com/ as soon as
reasonably practicable after they are electronically filed with,
or furnished to, the SEC.
The Partnership, CPG and TransCanada and their directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the Partnerships unitholders in
respect of the proposed merger. Information about the directors
and executive officers of the Partnership can be found in our
Annual Report on Form10-K/A filed with the SEC for the fiscal
year ended December31, 2015. Investors may obtain additional
information regarding the interests of such participants in the
merger, which may be different than those of the Partnerships
unitholders generally, by reading the proxy statement and other
relevant documents regarding the merger when such documents are
filed with the SEC.
| Item9.01. | Financial Statements And Exhibits |
| (d) | Exhibits. |
|
Exhibit Number |
Description |
|
| 99.1 |
Press Release, dated January 3, 2017, issued by Columbia Pipeline Partners LP |
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