SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
For the month of August 2018
Commission File Number: 333-225606
ALTAGAS LTD.
(Translation of Registrant’s Name into English)
1700, 355 — 4th Avenue S.W., Calgary, Alberta, T2P 0J1, Canada
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
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Form 20-F ¨ |
Form 40-F x |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
Exhibit 99.1 and 99.2 to this report on Form 6-K is hereby incorporated by reference into the registrant’s Registration Statement on Form F-10 (333-225606).
EXHIBIT INDEX
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99.1 |
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Material Change Report dated August 1, 2018. |
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99.2 |
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Material Change Report dated August 1, 2018 |
Signature
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, thereunto duly authorized.
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ALTAGAS LTD. | |
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Date: August 2, 2018 |
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By: |
/s/ Brad Grant |
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Name: Brad Grant |
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Title: Executive Vice President, Chief Legal Officer |
Form 51-102F3
Material Change Report
Item 1 Name and Address of Company
AltaGas Ltd. (“AltaGas” or the “Corporation”)
1700, 355 — 4th Avenue, S.W.
Calgary, Alberta
T2P 0J1
Item 2 Date of Material Change
July 25, 2018.
Item 3 News Release
A news release disclosing the material change was issued on July 26, 2018 through the news wire services of Cision.
Item 4 Summary of Material Change
On July 26, 2018, the Corporation announced:
i. the expansion of the board of directors of AltaGas (the “Board”) from nine to 12 seats; and
ii. the appointment of Cynthia Johnston, Pentti Karkkainen and Terry McCallister as directors of the Corporation.
Item 5 Full Description of Material Change
On July 26, 2018, the Corporation announced the expansion of the Board from nine to 12 seats and the appointment of three new Directors. The expansion of the Board reflects AltaGas’ scope and growing complexity and the experience and expertise required by the Board to support AltaGas’ business, operations and strategic objectives.
The three new Board members appointed are: Ms. Cynthia Johnston, Mr. Pentti Karkkainen and Mr. Terry McCallister.
Cynthia Johnston was most recently Executive Vice President, Gas, Renewables and Operations Services at TransAlta Corporation (“TransAlta”). From 2011 to 2017, she held a number of executive positions with TransAlta. Ms. Johnston has more than 30 years of experience in the energy sector, primarily related to power generation, infrastructure and utilities, including 15 years of executive leadership experience with TransAlta and FortisAlberta Inc. During her time with TransAlta, Ms. Johnston served on the board of directors of TransAlta Renewables Inc., TransAlta Cogeneration LP and TAMA Transmission LP. Ms. Johnston holds a Bachelor of Arts in Economics from the University of Calgary and a Masters in Applied Economics from the University of Victoria. She is a member of the Institute of Corporate Directors.
Pentti Karkkainen has over 30 years of investment management, energy sector research and investment banking experience. Mr. Karkkainen was a co-founder and General Partner of KERN
Partners, a leading Canadian, energy focused capital markets and private equity firm, from 2000 to 2014, and was the firm’s Senior Strategy Advisor from 2014 until his retirement from the firm in 2015. Mr. Karkkainen also serves on the board of directors of NuVista Energy Ltd. as Lead Director. Mr. Karkkainen holds a Bachelor of Science (Honours) in Geology from Carleton University and a Master of Business Administration from Queen’s University. He is a member of the Institute of Corporate Directors.
Prior to his retirement from WGL Holdings, Inc. (“WGL”) in early July, Mr. McCallister was the Chairman and Chief Executive Officer of WGL and of Washington Gas Light Company (“Washington Gas”) from October 2009 to July 2018. Prior to this, he served as President and Chief Operating Officer of WGL and Washington Gas, joining Washington Gas in 2000 as Vice President of Operations. He has also held various leadership positions with Southern Natural Gas and Atlantic Richfield Company. Mr. McCallister also served on the board of directors of the American Gas Association and the Southern Gas Association and was Chairman of the board of directors of the Gas Technology Institute for 10 years. Mr. McCallister has served on the National Petroleum Council, and on the boards of several business and community organizations. He has a Bachelor of Science in Engineering Management from the University of Missouri-Rolla and is a graduate of the University of Virginia’s Darden School of Business Executive Program.
There will be one vacant board seat which will be filled when AltaGas appoints a permanent Chief Executive Officer.
Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
Not applicable.
Item 8 Executive Officer
Inquiries in respect of the material change referred to herein may be made to:
Bradley B. Grant
Executive Vice President and Chief Legal Officer
AltaGas Ltd.
Tel: (403) 691-7575
Item 9 Date of Report
August 1, 2018.
Cautionary Statement Regarding Forward-Looking Information
This document contains forward-looking statements. When used in this document, the words “may”, “would”, “could”, “can”, “will”, “forward”, “intend”, “focus”, “anticipate”, “believe”, “propose”, “future”, “priority”, “expect”, and similar expressions, as they relate to AltaGas or an affiliate of AltaGas, are intended to identify forward-looking statements. This document contains forward-looking statements with respect to, among other things, AltaGas’ scope and nature of complexity of proposed growth, AltaGas’ future and expected areas of focus, contributions and
benefit of appointments and AltaGas’ belief with respect to Board timing of expansion and appointment and filing vacancy. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Such statements reflect AltaGas’ current views with respect to future events based on certain material factors and assumptions and are subject to certain risks and uncertainties, including without limitation, changes in market competition, governmental or regulatory developments, general economic conditions and other factors set out in AltaGas’ public disclosure documents. Many factors could cause AltaGas’ actual results, performance or achievements to vary from those described in this document, including without limitation those listed above. These factors should not be construed as exhaustive. Should one or more of these risks or uncertainties materialize, or should assumptions underlying forward-looking statements prove incorrect, actual results may vary materially from those described in this document as intended, planned, anticipated, believed, sought, proposed, estimated or expected, and such forward-looking statements included in, or incorporated by reference in this document, should not be unduly relied upon. Such statements speak only as of the date of this document. AltaGas does not intend, and does not assume any obligation, to update these forward-looking statements. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.
Form 51-102F3
Material Change Report
Item 1 Name and Address of Company
AltaGas Ltd. (“AltaGas” or the “Corporation”)
1700, 355 — 4th Avenue, S.W.
Calgary, Alberta
T2P 0J1
Item 2 Date of Material Change
July 24, 2018.
Item 3 News Release
A news release disclosing the material change was issued on July 25, 2018 through the news wire services of Cision.
Item 4 Summary of Material Change
On July 25, 2018, the Corporation announced that:
i. David Harris has resigned from his position as President and Chief Executive Officer (“CEO”) and from his position on the AltaGas board of directors (the “Board”) effective immediately; and
ii. David Cornhill, Founder and Chairman of the Board of AltaGas, and Phillip Knoll, an experienced industry veteran and Board member, will act as interim co-CEOs until a replacement is found.
Item 5 Full Description of Material Change
On July 25, 2018, the Corporation announced that David Harris has resigned from his position as President and CEO effective immediately. Mr. Harris has also resigned from his position on the Board. The Board and Mr. Harris have mutually agreed to his resignation due to a complaint under review by the Board. This complaint is not related to AltaGas’ strategy, operations or financial reporting.
David Cornhill, Founder and Chairman of the Board of AltaGas, and Phillip Knoll, an experienced industry veteran and Board member, will act as interim co-CEOs until a replacement is found. A search committee of the Board has been formed, and the search is currently underway. The process to appoint the permanent CEO will be conducted in a thoughtful, thorough, but expeditious manner.
Mr. Cornhill’s mandate as interim co-CEO is the continued implementation of AltaGas’ strategy; overseeing the asset disposition process — whose objectives remain unchanged; as well as providing leadership to the Executive Committee of the Board on all corporate functions including the integration of WGL Holdings, Inc. Mr. Cornhill will continue to serve as Chairman of the Board during this time. Mr. Cornhill founded AltaGas in 1994, and served as CEO until April 2016.
Mr. Knoll will be responsible for overseeing and leading all operational aspects of the Corporation, continuing to advance AltaGas’ capital projects, including Ridley Island Propane Export Terminal, Central Penn and Mountain Valley Pipelines, as well as Environment, Health, Safety, Security & Sustainability. In conjunction with Mr. Knoll assuming the interim co-CEO role, he will be stepping off the Audit Committee of the Board (the “Audit Committee”) temporarily. He will rejoin the Audit Committee when the permanent CEO is appointed.
Mr. Knoll has 35 years of varied experience in the energy sector, primarily related to energy infrastructure companies — including deep midstream, pipeline and utility experience. Among his senior executive leadership roles, Mr. Knoll served as Group Vice President, Duke Energy Gas Transmission, Chair, Management Committee and President for Maritimes & Northeast Pipeline, as well as senior roles at Westcoast Energy Inc., TransCanada Pipelines Limited and Alberta Natural Gas Company Ltd. Mr. Knoll also served as Chief Executive Officer of Corridor Resources (2010 – 2014), and was a director of AltaGas Utility Group Inc. from 2005 to 2009. Mr. Knoll has also been a director of Heritage Gas (an AltaGas company) since 2003.
Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
Not applicable.
Item 8 Executive Officer
Inquiries in respect of the material change referred to herein may be made to:
Bradley B. Grant
Executive Vice President and Chief Legal Officer
AltaGas Ltd.
Tel: (403) 691-7575
Item 9 Date of Report
August 1, 2018.
Cautionary Statement Regarding Forward-Looking Information
This document contains forward-looking statements. When used in this document, the words “may”, “would”, “could”, “can”, “will”, “become”, “intend”, “focus”, “possible”, “plan”, “develop”, “anticipate”, “target’, “believe”, “seek”, “propose”, “continue”, “future”, “priority”, “expect”, and similar expressions, as they relate to AltaGas or an affiliate of AltaGas, are intended to identify forward-looking statements. This document contains forward-looking statements with respect to, among other things, AltaGas’ future and expected areas of focus, leadership (including, process, oversight and timing), future committee composition and business objectives. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Such statements reflect AltaGas’ current views with respect to future events based on certain material factors and assumptions and are subject to certain risks and uncertainties, including without limitation, changes in market competition, governmental or regulatory developments, general economic conditions and
other factors set out in AltaGas’ public disclosure documents. Many factors could cause AltaGas’ actual results, performance or achievements to vary from those described in this document, including without limitation those listed above. These factors should not be construed as exhaustive. Should one or more of these risks or uncertainties materialize, or should assumptions underlying forward-looking statements prove incorrect, actual results may vary materially from those described in this document as intended, planned, anticipated, believed, sought, proposed, estimated or expected, and such forward-looking statements included in, or incorporated by reference in this document, should not be unduly relied upon. Such statements speak only as of the date of this document. AltaGas does not intend, and does not assume any obligation, to update these forward-looking statements. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.