Date of Report (Date of earliest event reported)
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September 29, 2017
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TC PipeLines, LP
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(Exact name of registrant as specified in its charter)
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Delaware
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001-35358
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52-2135448
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(State or other jurisdiction
of incorporation) |
(Commission File
Number) |
(IRS Employer
Identification No.) |
700 Louisiana Street, Suite 700
Houston, TX
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77002-2761 |
(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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(877) 290-2772
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(Former name or former address if changed since last report)
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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☐
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·
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extend the final maturity by five years to October 2, 2022.
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·
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amend the definition of Indebtedness to exclude Indebtedness attributable to the Partnership or a Subsidiary under a precedent agreement to be entered into by the Partnership’s Subsidiary, Portland Natural Gas Transmission System (“PNGTS”), for firm natural gas transportation service from TransCanada PipeLines Limited (“TransCanada”) from the Union Dawn receipt point to the East Hereford delivery point into the PNGTS system (the “PXP Precedent Agreement”) to the extent that liabilities under the PXP Precedent Agreement would not be required under the loss contingency recognition principles in ASC 450 to be reflected on the consolidated balance sheet of the Partnership on the date of determination.
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·
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update definitions, representations, warranties, covenants and other provisions to be consistent among the Partnership’s loan and credit agreements and to reflect the Partnership’s acquisition of interests in PNGTS and Iroquois Gas Transmission, LP (“Iroquois”) on June 1, 2017.
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·
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extend the final maturity to October 1, 2020.
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·
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amend the definition of Indebtedness to exclude Indebtedness attributable to the Partnership or a Subsidiary under the PXP Precedent Agreement to the extent that liabilities under the PXP Precedent Agreement would not be required under the loss contingency recognition principles in ASC 450 to be reflected on the consolidated balance sheet of the Partnership on the date of determination.
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·
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amend the leverage ratio covenant to require for one or more Permitted Acquisitions with a total consideration of $30,000,000 or more during any Fiscal Quarter before the Required Threshold increases.
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·
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update definitions, representations, warranties, covenants and other provisions to be consistent among the Partnership’s loan and credit agreements and to reflect the Partnership’s acquisition of interests in PNGTS and Iroquois on June 1, 2017.
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·
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|
amend the definition of Indebtedness to exclude Indebtedness attributable to the Partnership or a Subsidiary under the PXP Precedent Agreement to the extent that liabilities under the PXP Precedent Agreement would not be required under the loss contingency recognition principles in ASC 450 to be reflected on the consolidated balance sheet of the Partnership on the date of determination.
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·
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|
update definitions, representations, warranties, covenants and other provisions to be consistent among the Partnership’s loan and credit agreements and to reflect the Partnership’s acquisition of interests in PNGTS and Iroquois on June 1, 2017.
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Exhibit No.
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Description
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99.2 | Amendment No. 1 to Term Loan Agreement dated September 29, 2017 | |
99.3 | First Amendment to Third Amended and Restated Revolving Credit Agreement dated September 29, 2017 |
TC PipeLines, LP
by: TC PipeLines GP, Inc.,
its general partner
|
|
By: /s/ Jon Dobson
Jon Dobson
Secretary
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Exhibit No.
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Description
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|
99.2 | Amendment No. 1 to Term Loan Agreement dated September 29, 2017 | |
99.3 | First Amendment to Third Amended and Restated Revolving Credit Agreement dated September 29, 2017 |
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BORROWER:
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TC PIPELINES, LP
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By: TC PipeLines GP, Inc., its General Partner
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By: /s/Nathaniel A. Brown
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Name: Nathaniel A. Brown
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Title: Controller and Principal Financial Officer
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By: /s/Jon A. Dobson
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Name: Jon A. Dobson
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Title: Secretary
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ADMINISTRATIVE AGENT:
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SUNTRUST BANK, as Administrative Agent and a Lender
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By: /s/Carmen Malizia
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Name: Carmen Malizia
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Title: Director
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Bank of America, N.A., as a Lender
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By: /s/Adrian Plummer
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Name: Adrian Plummer
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Title: Associate
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MIZUHO BANK, LTD, as a Lender
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By: /s/Brad C. Crilly
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Name: Brad C. Crilly
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Title: Managing Director
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Export Development Canada, as a Lender
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By: /s/Sheila Banning
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Name: Sheila Banning
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Title: Financing Manager
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By: /s/Christiane de Billy
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Name: Christiane de Billy | |
Title: Senior Financing Manager |
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JP Morgan Chase Bank, N.A., as a Lender
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By: /s/Juan J. Javellana
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Name: Juan J. Javellana
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Title: Executive Director
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CITIBANK, N.A., as a Lender
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By: /s/Eamon Baqui
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Name: Eamon Baqui
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Title: Vice President
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DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
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By: /s/Virginia Cosenza
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Name: Virginia Cosenza
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Title: Vice President
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By: /s/Ming K. Chu
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Name: Ming K. Chu | |
Title: Director |
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The Bank of Tokyo-Mitsubishi UFJ, Ltd., as a Lender
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By: /s/Kevin Sparks
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Name: Kevin Sparks
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Title: Director
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HSBC Bank Canada, as a Lender
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By: /s/Adam Lamb
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Name: Adam Lamb
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Title: Vice President, Global Banking
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By: /s/Jason Lang | |
Name: Jason Lang | |
Title: Director, Global Banking 039729
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WELLS FARGO BANK, N.A., as a Lender
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By: /s/Nathan Starr
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Name: Nathan Starr
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Title: Vice President
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Section 1.
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Amendments to Term Loan Agreement.
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Section 2.
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Representations and Warranties of the Borrower.
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Section 3.
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Conditions Precedent to Amendments.
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(a)
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a certificate of Secretary or Assistant Secretary of the General Partner in substantially the form of Exhibit 3.1(b)(iv) to the Term Loan Agreement, attaching and certifying copies of (i) the bylaws, the partnership agreement, or comparable organizational documents and authorizations of the Borrower and the General Partner and (ii) resolutions of the board of directors or comparable governing body of the General Partner and the General Partner on behalf of the Borrower, authorizing the execution, delivery and performance of this Amendment,
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(b)
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certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of the Borrower and the General Partner, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Borrower and the General Partner, and copies of online verification statements of good standing or existence for each other jurisdiction where the Borrower is required to be qualified to do business as a foreign corporation
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(c)
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a certified signed by a Responsible Officer, certifying the name, title and true signature of each officer of the General Partner executing this Amendment on behalf of the Borrower,
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(d)
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a certificate substantially in the form of Exhibhit 3.1(b)(viii) to the Term Loan Agreement, dated the Effective Date and signed by a Responsible Officer, certifying that (i) all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law or by any Contractual Obligation of the Borrower, in connection with the execution, delivery, performance, validity and enforceability of this Amendment or any of the transactions contemplated thereby have been obtained, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing, (ii) no Default or Event of Default exists, (iii) no default or event of default exists in respect of any Material Indebtedness, (iv) all representations and warranties of the Borrower set forth in the Loan Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects), and (v) since December 31, 2016, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect, and
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(e)
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a certificate, dated the Effective Date and signed by the principal financial officer and controller of the General Partner, confirming that the Borrower is Solvent before and after giving effect to the transactions contemplated to occur on the Effective Date;
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Section 4.
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Reference to and Effect Upon the Term Loan Agreement and other Loan Documents.
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Section 5.
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Miscellaneous.
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TC PIPELINES, LP
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By: TC PipeLines GP, Inc.,
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its General Partner
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By: /s/Nathaniel A. Brown
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Name: Nathaniel A. Brown
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Title: Controller and Principal Financial Officer
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By: /s/Jon A. Dobson
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Name: Jon A. Dobson
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Title: Secretary
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By: |
/s/Adrian Plummer
Name: Adrian Plummer Title: Associate |
Pricing
Level
|
Ratings
Category
|
Applicable Margin for Eurodollar
Term Loans
|
Applicable Margin for Base Rate
Term Loans
|
I
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≥ Baa1 / BBB+
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1.00% per annum
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0.00% per annum
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II
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Baa2 / BBB
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1.125% per annum
|
0.125% per annum
|
III
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Baa3 / BBB-
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1.45% per annum
|
0.45% per annum
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IV
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Ba1/BB+
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1.75% per annum
|
0.75% per annum
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V
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˂ Ba1/BB+
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2.00% per annum
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1.00% per annum
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BORROWER:
|
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TC PIPELINES, LP
|
|
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By: TC PipeLines GP, Inc., its General Partner
|
|
|
|
|
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By: /s/Nathaniel A. Brown
|
|
Name: Nathaniel A. Brown
|
|
Title: Controller and Principal Financial Officer
|
|
|
|
|
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By: /s/Jon A. Dobson
|
|
Name: Jon A. Dobson
|
|
Title: Secretary
|
|
ADMINISTRATIVE AGENT:
|
|
|
|
SUNTRUST BANK, as Administrative Agent and a Lender
|
|
|
|
|
|
By: /s/Carmen Malizia
|
|
Name: Carmen Malizia
|
|
Title: Director
|
|
MIZUHO BANK, LTD, as a Lender
|
|
|
|
By: /s/Brad C. Crilly
|
|
Name: Brad C. Crilly
|
|
Title: Managing Director
|
|
Export Development Canada, as a Lender
|
|
|
|
By: /s/Sheila Banning
|
|
Name: Sheila Banning
|
|
Title: Financing Manager
|
By: /s/Christiane de Billy
|
|
Name: Christiane de Billy | |
Title: Senior Financing Manager |
|
JP Morgan Chase Bank, N.A., as a Lender
|
|
|
|
By: /s/Juan J. Javellana
|
|
Name: Juan J. Javellana
|
|
Title: Executive Director
|
|
CITIBANK, N.A., as a Lender
|
|
|
|
By: /s/Eamon Baqui
|
|
Name: Eamon Baqui
|
|
Title: Vice President
|
|
DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
|
|
|
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By: /s/Virginia Cosenza
|
|
Name: Virginia Cosenza
|
|
Title: Vice President
|
By: /s/Ming K. Chu
|
|
Name: Ming K. Chu | |
Title: Director |
|
The Bank of Tokyo-Mitsubishi UFJ, Ltd., as a Lender
|
|
|
|
By: /s/Kevin Sparks
|
|
Name: Kevin Sparks
|
|
Title: Director
|
|
HSBC Bank USA, National Association, as a Lender
|
|
|
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By: /s/Christopher Samms
|
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Name: Christopher Samms
|
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Title: Senior Vice President, #9426
|
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WELLS FARGO BANK, N.A., as a Lender
|
|
|
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By: /s/Nathan Starr
|
|
Name: Nathan Starr
|
|
Title: Vice President
|