8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

___________

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 15, 2020

TC PipeLines, LP

(Exact name of registrant as specified in its charter)

Delaware	001-35358	52-2135448
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer  Identification No.)

700 Louisiana Street,		Suite 700	77002-2761
Houston,	TX
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code (877) 290-2772

(Former name or former address if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading Symbol(s)	Name of each exchange on which registered:
Common units representing limited partner interests	TCP	New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company	☐
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.	☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Director Appointment

(d) On September 15, 2020, Peggy A. Heeg was appointed to the Board of Directors (the “Board”) of TC PipeLines GP, Inc. (the “General Partner”), the general partner of TC PipeLines, LP (the “Partnership”), to fill the vacancy created by the retirement of Walentin Mirosh from the Board in August 2020. Ms. Heeg’s initial term will expire in 2021 or upon her earlier resignation or removal. On the same date, the Board appointed Ms. Heeg, 61, to serve as a member of the General Partner’s Audit Committee.

In connection with her appointment to the Audit Committee, the Board determined that Ms. Heeg is financially literate and satisfies the requirements for independence set forth in Section 303A.02 of the New York Stock Exchange (“NYSE”) Listed Company Manual and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Ms. Heeg is not a party to any understanding or arrangement pursuant to which she was appointed as a director nor is she a party to any transactions requiring disclosure under Item 404(a) of Regulation S-K.

Ms. Heeg will be compensated in accordance with the General Partner’s standard outside director compensation program, the components of which are described in the Partnership’s Form 10-K filed with the Securities and Exchange Commission on February 20, 2020.

The Partnership announced the appointment of Ms. Heeg in a September 15, 2020 press release, a copy of which is filed with this Form 8-K as Exhibit 99 and incorporated herein.

As a result of the appointment of Ms. Heeg to the Board and Audit Committee, the Partnership has regained compliance with Section 303A.07(a) of the NYSE Listed Company Manual, which requires the Audit Committee to have three independent members.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99	News Release dated September 15, 2020, announcing the election of Peggy Heeg to the Board of Directors (the “Board”) of the Partnership’s general partner, TC PipeLines GP, Inc. (the “General Partner”)
104	Cover Page Interactive Data File - The cover page iXBRL tags are embedded within the inline XBRL document.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TC PipeLines, LP

by:   TC PipeLines GP, Inc.,

its general partner

By:	/s/ Jon A. Dobson
	Jon A. Dobson
	Secretary

Dated:  September 17, 2020

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EXHIBIT INDEX

Exhibit No.	Description
99	News Release dated September 15, 2020, announcing the election of Peggy Heeg to the Board of Directors (the “Board”) of the Partnership’s general partner, TC PipeLines GP, Inc. (the “General Partner”)
104	Cover Page Interactive Data File - The cover page iXBRL tags are embedded within the inline XBRL document.

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EX-99

NewsRelease

____________________________________________________________________________

TC PipeLines, LP announces the appointment of Peggy Heeg to the Board of Directors of its General Partner

HOUSTON, Texas – September 15, 2020 – TC PipeLines, LP (NYSE: TCP) (the Partnership) today announced the appointment of Peggy Heeg to the Board of Directors and Audit Committee of its general partner, TC PipeLines GP, Inc. (TC PipeLines GP”), effective today.

“We are pleased to welcome Peggy as an independent member of the Board,” said Stanley Chapman III, Chairman of TC PipeLines GP. “Ms. Heeg is an accomplished legal and corporate executive who brings a unique combination of public and private legal, financial, strategy and risk management experience in the energy and other industries that will add significant insight and expertise to the Board.”

Ms. Heeg has over 30 years of experience in the energy and legal industries and government service. Currently, Ms. Heeg is a partner with Reed Smith LLP, international law firm with 2,000 lawyers, where she provides strategic advice on a broad range of energy, complex governance, regulatory and business matters. From January 2004 to October 2017, she was a partner with Norton Rose Fulbright US LLP, a 3,800-attorney international law firm, practicing energy and corporate governance law and serving on the firm’s Executive Committee. Before joining Norton Rose, Ms. Heeg held several leadership roles at El Paso Corporation, most recently as Executive Vice President and General Counsel as well as a legal advisor to the Federal Energy Regulatory Commission.

Ms. Heeg currently serves on the Board of WhiteWater Midstream, LLC, a private natural gas transmission company. She previously served as an independent director on the Boards of Directors of Eagle Rock Energy Partners, where she chaired the Nomination and Governance Committee and served on the Audit and Conflicts Committees, and Columbia Pipeline Partners LP, where she served on the Audit and Conflicts Committees. Ms. Heeg also previously served as a director of El Paso Tennessee Pipeline Company and as a commissioner on the Texas Lottery Commission, where she provided strategic, financial, risk and regulatory oversight of the agency.

Ms. Heeg obtained a Bachelor of Arts degree and Juris Doctorate from the University of Louisville. She is a member of the State Bar of Texas, the American Bar Association and the Energy Bar Association.

About TC PipeLines, LP

TC PipeLines, LP is a Delaware master limited partnership with interests in eight federally regulated U.S. interstate natural gas pipelines which serve markets in the Western, Midwestern and Northeastern United States. The Partnership is managed by its general partner, TC PipeLines GP, Inc., a subsidiary of TC Energy Corporation (NYSE: TRP). For more information about TC PipeLines, LP, visit the Partnership’s website at www.tcpipelineslp.com.

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Media Inquiries: 

Hejdi Carlsen / Jaimie Harding

403.920.7859 or 800.608.7859

Unitholder and Analyst Inquiries:  

Rhonda Amundson

877.290.2772 

investor_relations@tcpipelineslp.com

XML

Cover Page Cover	Sep. 15, 2020
Cover [Abstract]
Entity Registrant Name	TC PipeLines, LP
Document Period End Date	Sep. 15, 2020
Amendment Flag	false
Entity Central Index Key	0001075607
Entity Tax Identification Number	52-2135448
Entity Incorporation, State or Country Code	DE
City Area Code	(877)
Local Phone Number	290-2772
Entity Address, Address Line One	700 Louisiana Street,
Entity Address, Address Line Two	Suite 700
Entity Address, Postal Zip Code	77002-2761
Entity Address, City or Town	Houston,
Entity Address, State or Province	TX
Entity File Number	001-35358
Title of 12(b) Security	Common units representing limited partner interests
Trading Symbol	TCP
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Document Type	8-K