TC PipeLines, LP (NYSE:TCP) Files An 8-K Other Events

ME Staff 8-k
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TC PipeLines, LP (NYSE:TCP) Files An 8-K Other Events
Item 8.01. Other Events

On June1, 2017, TC PipeLines, LP (the “Partnership”) filed a Current Report on Form8-K to report under Item 2.01 thereof that the Partnership, through its subsidiary TC PipeLines Intermediate Limited Partnership, completed the previously announced acquisitions of a 49.34 percent interest in Iroquois Gas Transmission System, L.P. (“Iroquois”) from subsidiaries of TransCanada Corporation (“TransCanada”) together with TransCanada’s remaining 11.81% percent interest in the Portland Natural Gas Transmission System (“PNGTS”) for a total purchase price of approximately $765 million, plus working capital adjustments.

On January4, 2016, the Partnership filed a Current Report on Form8-K to report under Item 2.01 thereof that the Partnership, through its subsidiary TC PipeLines Intermediate Limited Partnership, completed on January1, 2016, the previously announced $ 228 million acquisition of a 49.9 percent interest in PNGTS.

Acquisitions by the Partnership from TransCanada are considered common control transactions. When businesses that will be consolidated are acquired from TransCanada by the Partnership, the historical financial statements are required to be recast, to include the acquired entities for all periods presented.

The initial acquisition of a 49.9 percent interest in PNGTS on January1, 2016 and additional 11.81 percent on June1, 2017 (collectively, the PNGTS Acquisitions), which resulted in the Partnership owning 61.71 percent of PNGTS were accounted for as transaction between entities under common control, which are required to be accounted for as if the PNGTS Acquisitions had occurred at the beginning of the year, with financial statements for prior periods retrospectively recast to furnish comparative information. Exhibits 99.1 to 99.6, included in this Current Report on Form8-K, give retroactive effect of the PNGTS Acquisitions through the consolidation of PNGTS for all the periods presented.

The Partnership’s Annual Report on Form10-K for the year ended December31, 2016 filed with the SEC on February28, 2017 (the “2016 Form10-K”) and its Quarterly Report on Form10-Q for the quarter ended March31, 2017 (the “March31, 2017 Form10-Q”), filed with the SEC on May4, 2017 are hereby recast by this Current Report on Form8-K as follows:

2016 Form10-K:

· The Selected Financial Data included herein as Exhibit99.1 supersedes PartII,Item 6 of the 2016 Form10-K

· The Partnership’s Audited Consolidated Financial Statements and Notes thereto for the year ended December31, 2016 included herein as Exhibit99.2 supersede the Partnership’s 2016 Audited Consolidated Financial Statements and Notes thereto for the year ended December31, 2016 included in PartII,Item 8 of the 2016 Form10-K

· The Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Quantitative and Qualitative Disclosures About Market Risk included herein as Exhibit99.3 supersede PartII,Item 7 and Item 7A, respectively of the 2016 Form10-K

· The Computation of Ratio of Earnings to Fixed Charges included herein as Exhibit99.4 supersedes the Computation of Ratio of Earnings to Fixed Charges filed as Exhibit12.1 of the 2016 Form10-K

March31, 2017 Form10-Q:

· The Partnership’s Unaudited Consolidated Financial Statements and Notes thereto for the quarter ended March31, 2017 included herein as Exhibit99.5 supersede PartI,Item 1 of the March31, 2017 Form10-Q

· The Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Quantitative and Qualitative Disclosures About Market Risk included herein as Exhibit99.6 supersede PartI,Item 2 and 3, respectively of the March31, 2017 Form10-Q

When the Partnership acquires an asset or an investment from TransCanada, which will be accounted for by the equity method, the financial information is not required to be recast and the transaction is accounted for prospectively from the date of the acquisition. Accordingly, the Partnership’s acquisition of a 49.34 percent interest in Iroquois was accounted prospectively and did not form part of the consolidated financial statements included as Exhibits 99.2 and 99.5.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

Description

23.1

TC Pipelines, LP Consent of Independent Registered Public Accounting Firm

99.1

Recast 2016 Form10-K Item 6. Selected Financial Data

99.2

Recast Audited Consolidated FinancialStatements and Notes thereto for the year ended December31, 2016

99.3

Recast 2016 Form10-K Item 7-Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 7A- Quantitative and Qualitative disclosures About Market Risk

99.4

Recast Computation of Ratio of Earnings to Fixed Charges

99.5

Recast Unaudited Consolidated FinancialStatements and Notes thereto for the quarter ended March31, 2017

99.6

Recast March31, 2017 Form10-Q Part1,Item 2- Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 3- Quantitative and Qualitative Disclosures About Market Risk

The consolidated financial statements and notes thereto included in this Current Report on Form8-K of TC PipeLines, LP formatted in eXtensible Business Reporting Language (XBRL)


TC PIPELINES LP Exhibit
EX-23.1 2 a17-15510_1ex23d1.htm EX-23.1 Exhibit 23.1   Consent of Independent Registered Public Accounting Firm   The Board of Directors of TC PipeLines GP,…
To view the full exhibit click here

About TC PipeLines, LP (NYSE:TCP)

TC PipeLines, LP is a limited partnership company that acquires, owns and participates in the management of energy infrastructure businesses in North America. The Company’s pipeline systems transport natural gas in the United States. The Company has approximately four pipelines and equity ownership interests in over three natural gas interstate pipeline systems that are collectively designed to transport natural gas from producing regions and import facilities to market hubs, and consuming markets primarily in the Western, Midwestern and Eastern United States. All of its pipeline systems are operated by subsidiaries of TransCanada. Its pipeline systems include Gas Transmission Northwest LLC (GTN), Northern Border Pipeline Company (Northern Border), Bison Pipeline LLC (Bison), Great Lakes Gas Transmission Limited Partnership (Great Lakes), North Baja Pipeline, LLC (North Baja), Tuscarora Gas Transmission Company (Tuscarora) and Portland Natural Gas Transmission System (PNGTS).