Columbia Pipeline Partners LP (NYSE:CPPL) Files An 8-K Completion of Acquisition or Disposition of Assets
Item2.01
|
Completion of Acquisition or Disposition of Assets. |
On February17, 2017, to the Agreement and Plan of Merger (the
Merger Agreement), dated as of November1, 2016, by and among
Columbia Pipeline Group, Inc., a Delaware corporation (CPG), Pony
Merger Sub LLC, a Delaware limited liability company and wholly
owned subsidiary of CPG (Merger Sub), Columbia Pipeline Partners
LP, a Delaware limited partnership (CPPL), and CPP GP LLC, a
Delaware limited liability company, the general partner of CPPL
and a wholly owned subsidiary of CPG (CPP GP), CPG completed its
previously announced acquisition of CPPL through the merger of
Merger Sub with and into CPPL (the Merger), with CPPL surviving
the Merger as a wholly owned subsidiary of CPG.
At the effective time of the Merger on February17, 2017 (the
Effective Time), each CPPL common unit issued and outstanding
immediately prior to the Effective Time was converted into the
right to receive (1) $17.00 in cash, without interest, plus (2)an
additional amount of cash without any interest thereon equal to
the product of (x)the number of days from and including the first
day of the quarter in which the closing of the Merger occurred
through and including the closing date of the Merger multiplied
by (y) $0.00217 (a daily distribution rate equal to the quotient
of $0.1975 divided by 91) (collectively, the Merger
Consideration).
The foregoing description of the Merger Agreement and the Merger
does not purport to be complete and is subject to, and qualified
in its entirety by, the full text of the Merger Agreement, which
was filed as Exhibit 2.1 to CPPLs Current Report on Form8-K filed
on November1, 2016.
| Item3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
The information included under Item 2.01 above is incorporated
into this Item 3.01 by reference.
In connection with the consummation of the Merger, the New York
Stock Exchange (the NYSE) was notified on February17, 2017, that
each CPPL common unit issued and outstanding immediately prior to
the Effective Time was converted to the Merger Agreement into the
right to receive the Merger Consideration, subject to the terms
and conditions of the Merger Agreement. CPPL requested that the
NYSE file a Form 25 with the Securities and Exchange Commission
(the SEC) to delist the CPPL common units from the NYSE and to
deregister the CPPL common units under Section 12(b) of the
Securities Exchange Act of 1934, as amended. CPPL common units
were suspended from trading on the NYSE prior to the opening of
trading on February17, 2017.
| Item3.03 |
Material Modification to Rights of Security Holders. |
The information included under Item 2.01 above is incorporated
into this Item 3.03 by reference.
to the Merger Agreement and subject to the terms and conditions
thereof, immediately prior to the Effective Time, each
outstanding CPPL phantom unit issued to the CPPL Long-Term
Incentive Plan dated January12, 2015, as amended (the CPPL LTIP),
and outstanding immediately prior to the Effective Time received
immediate and full acceleration of vesting, and entitled its
holder to receive from CPPL an amount equal to the Merger
Consideration with respect to each CPPL phantom unit that became
vested.
| Item5.01 | Change in Control of Registrant |
The information included under Item 2.01 above is incorporated
into this Item 5.01 by reference.
| Item5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements to Certain Officers. |
Effective as of the Effective Time, each of the following three
independent members of the board of directors of CPP GP (the
Board) resigned from the Board and ceased to be a director of CPP
GP: G. Stephen Finley, Peggy A. Heeg and Thomas W.Hofmann.
Immediately after the Effective Time, the Board consisted of
Stanley G. Chapman, III, Kristine L. Delkus, Alexander J.
Pourbaix and Karl Johannson.
In connection with the Merger, the Board adopted resolutions to
terminate the CPPL LTIP, effective as of the Effective Time. From
and after the Effective Time, no equity awards or other rights
with respect to CPPL common units will be granted or be
outstanding under the CPPL LTIP.
About Columbia Pipeline Partners LP (NYSE:CPPL)
Columbia Pipeline Partners LP (the Partnership) is a limited partnership company operating a portfolio of pipelines, storage and related midstream assets. It is engaged in interstate gas transportation and storage services for local distribution companies (LDCs), marketers and industrial and commercial customers located in northeastern, mid-Atlantic, Midwestern and southern states, and the District of Columbia along with unregulated businesses that include midstream services, including gathering, treating, conditioning, processing, compression and liquids handling, and development of mineral rights positions. The Company owns, operates and develops a portfolio of pipelines, storage and related midstream assets. The Company has a general partner interest in CPG OpCo LP (Columbia OpCo), as well as a limited partner interest in Columbia OpCo, a limited partnership that owns the natural gas transmission and storage assets of Columbia Energy Group (CEG). Columbia Pipeline Partners LP (NYSE:CPPL) Recent Trading Information
Columbia Pipeline Partners LP (NYSE:CPPL) closed its last trading session at 0.0000 with 4,927,164 shares trading hands.
