Attached files
| file | filename |
|---|---|
| EX-32.2 - EXHIBIT 32.2 - CPG OpCo GP LLC | opcogp-20161231xex32210xka.htm |
| EX-32.1 - EXHIBIT 32.1 - CPG OpCo GP LLC | opcogp-20161231xex32110xka.htm |
| EX-31.2 - EXHIBIT 31.2 - CPG OpCo GP LLC | opcogp-20161231xex31210xka.htm |
| EX-31.1 - EXHIBIT 31.1 - CPG OpCo GP LLC | opcogp-20161231xex31110xka.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) | ||
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2016
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) | ||
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 333-209653-1
CPG OpCo GP LLC
(Exact name of registrant as specified in its charter)
Delaware | 51-0658513 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
5151 San Felipe St., Suite 2500 Houston, Texas | 77056 | |
(Address of principal executive offices) | (Zip Code) | |
(713) 386-3701
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes þ No ¨
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes þ No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in of this Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12-b-2 of the Exchange Act.
Large accelerated filer ¨ | Accelerated filer ¨ | |
Non-accelerated filer þ | Smaller reporting company ¨ | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes þ No ¨
At February 27, 2017, Columbia Pipeline Partners LP owns 100% of the ownership interest in CPG OpCo GP LLC. There is no market for CPG OpCo GP LLC units.
This Amendment No. 1 on 10-K/A filed by CPG OpCo GP LLC meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and is therefore being filed with the reduced disclosure format allowed under that General Instruction.
EXPLANATORY NOTE
This Amendment No.1 on Form 10-K/A (this “Amendment”) to Annual Report on Form 10-K of CPG OpCo GP LLC (“OpCo GP”) for the fiscal year ended December 31, 2016, originally filed with the Securities and Exchange Commission on February 17, 2017 (“the Original Filing”), is being filed for the sole purpose of adding the conformed signature of Deloitte & Touche LLP on the Report of Independent Registered Public Accounting Firm (the “Report”) in Part II, Item 8 Financial Statements and Supplementary Data. The Report had been physically signed by Deloitte & Touche LLP prior to the Original Filing, but the conformed signature was inadvertently omitted from the Original Filing.
Part II, Item 8 Financial Statements and Supplementary Data of the Original Filing is refiled in its entirety in this Amendment; however, the only change in Item 8 from the Original Filing has been to add the conformed signature of Deloitte & Touche LLP to the Report. Further, the exhibit list included in Item 15 of Part IV of the Original Filing has been amended to contain currently-dated certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. The certifications of the Chief Executive Officer and Chief Financial Officer are attached as exhibits to this Amendment.
This Amendment is as of the filing date of the Original Filing and should be read in conjunction with the Original Filing. This Amendment does not reflect any subsequent information or events and no other information included in the Original Filing has been modified or updated in any way, except as described above.
CPG OpCo GP LLC
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)
CPG OpCo GP LLC
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of CPP GP LLC, and Sole Member of CPG OpCo GP LLC
Houston, Texas
We have audited the accompanying balance sheets of CPG OpCo GP LLC (the "Company") as of December 31, 2016 and 2015. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the balance sheets are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the balance sheet, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall balance sheet presentation. We believe that our audit of the balance sheets provide a reasonable basis for our opinion.
In our opinion, the balance sheets present fairly, in all material respects, the financial position of CPG OpCo GP LLC at December 31, 2016 and 2015, in conformity with accounting principles generally accepted in the United States of America.
/s/ DELOITTE & TOUCHE LLP
Columbus, Ohio
February 17, 2017
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)
CPG OpCo GP LLC
BALANCE SHEETS
(in millions) | December 31, 2016 | December 31, 2015 | |||||
ASSETS | |||||||
Total Assets | $ | — | $ | — | |||
LIABILITIES AND EQUITY | |||||||
Total Liabilities | $ | — | $ | — | |||
Commitments and Contingencies (Refer to Note 2) | |||||||
Total Equity | — | — | |||||
Total Liabilities and Equity and Partners' Capital | $ | — | $ | — | |||
The accompanying Notes to Financial Statements are an integral part of this statement.
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CPG OpCo GP LLC
Notes to Financial Statements
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)
1. Basis of Presentation
CPG OpCo GP LLC ("OpCo GP") is a subsidiary of CPG formed in Delaware on December 5, 2007. Through the registration of CPG's senior notes, OpCo GP, as a guarantor of the notes, must comply with the reporting requirements of Rule 3-10 of Regulation S-X. OpCo GP has suspended its obligations to file periodic reports with the SEC based on CPG’s senior notes and once it has filed its Form 10-K for the year ended December 31, 2016, it will no longer have reporting obligations with respect to CPG’s senior notes. OpCo GP has not had any assets, liabilities, operations or cash flows since its formation date.
The formation transactions that occurred as part of the initial public offering of CPPL resulted in OpCo GP becoming the general partner of Columbia OpCo. Columbia OpCo owns substantially all of CPG's natural gas transmission and storage assets. CPPL owns a 15.7% limited partner interest in Columbia OpCo. The remaining 84.3% limited partner interest in Columbia OpCo is owned by CEG, a 100.0% owned subsidiary of CPG.
Consolidation of Columbia OpCo
Under ASC 810, Columbia OpCo is determined to be a VIE. Additionally, it is determined that OpCo GP is not the primary beneficiary of Columbia OpCo because OpCo GP lacks a direct economic interest in Columbia OpCo and the various related party limited partner interest holders were determined not to be so closely associated that they should be aggregated. As CPPL has a significant economic interest in Columbia OpCo and has the power to direct the activities of Columbia OpCo through that interest and its 100.0% ownership interest in OpCo GP, CPPL is determined to be the primary beneficiary of Columbia OpCo and consolidates Columbia OpCo in its financial statements.
Merger. On March 17, 2016, CPG entered into an Agreement and Plan of Merger (the “Merger Agreement”), among CPG, TransCanada PipeLines Limited, a Canadian corporation (“Parent”), TransCanada PipeLine USA Ltd., a Nevada corporation and a wholly owned subsidiary of Parent (“US Parent”), Taurus Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of US Parent (“Merger Sub”), and, solely for purposes of Section 3.02, Section 5.02, Section 5.09 and Article VIII of the Merger Agreement, TransCanada Corporation, a Canadian corporation and the direct parent company of Parent (“TransCanada”). Upon the terms and subject to the conditions set forth in the Merger Agreement, effective July 1, 2016, Merger Sub was merged with and into CPG (the “Merger”) with CPG surviving the Merger as an indirect, wholly owned subsidiary of TransCanada. The Merger did not affect the ownership of OpCo GP, but OpCo GP is indirectly managed by TransCanada after the Merger.
2.Other Commitments and Contingencies
Guarantees and Indemnities. OpCo GP entered into various agreements providing financial or performance assurance to third parties on behalf of CPG. Such agreements include guarantees and stand-by letters of credit. These agreements are entered into primarily to support or enhance the creditworthiness otherwise attributed to the parent on a stand-alone basis, thereby facilitating the extension of sufficient credit to accomplish the parent's intended commercial purposes. The total guarantees and indemnities in existence at December 31, 2016 and the years in which they expire were:
(in millions) | Total | 2017 | 2018 | 2019 | 2020 | 2021 | After | ||||||||||||||
Guarantees of debt | $ | 2,750.0 | $ | — | $ | 500.0 | $ | — | $ | 750.0 | $ | — | $ | 1,500.0 | |||||||
Guarantees of Debt. OpCo GP and Columbia OpCo (together with CEG, the "Guarantors") have guaranteed payment of $2,750.0 million in aggregated principal amount of CPG's senior notes. Each Guarantor is required to comply with covenants under the debt indenture and in the event of default the Guarantors would be obligated to pay the debt's principal and related interest. OpCo GP does not anticipate that any of the Guarantors will have any difficulty maintaining compliance. The guarantees of any Guarantor may be released under certain circumstances.
Lines and Letters of Credit. CPPL maintained a $500.0 million senior revolving credit facility, of which $50.0 million was available for issuance of letters of credit. OpCo GP, together with CPG, CEG and Columbia OpCo, each fully guaranteed the CPPL credit facility. On June 29, 2016, in anticipation of the Merger, all outstanding borrowings, facility fees and interest were paid in full and the revolving credit facility was terminated. CPG maintained a $1,500.0 million senior revolving credit facility, of which $250.0 million in letters of credit was available. OpCo GP, together with CEG and Columbia OpCo, each fully guaranteed the CPG credit facility. On July 1, 2016, in connection with the Merger, all existing letters of credit were migrated to a TransCanada credit facility and the CPG revolving credit facility was terminated.
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CPG OpCo GP LLC
Notes to Financial Statements
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)
CPG's commercial paper program (the “Program”) had a Program limit of up to $1,000.0 million. OpCo GP, together with CEG and Columbia OpCo, each agreed, jointly and severally, unconditionally and irrevocably to guarantee payment in full of the principal of and interest (if any) on the promissory notes. On June 30, 2016, in anticipation of the Merger, the Program was terminated. CPG had no promissory notes outstanding under the Program at the time of termination.
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CPG OpCo GP LLC
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Financial Statements and Financial Statement Schedules
The following financial statements and financial statement schedules filed as a part of this Amendment are included in Item 8, "Financial Statements and Supplementary Data."
Exhibits
The exhibits filed herewith as a part of this Amendment are listed on the Exhibit Index immediately following the signature page.
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CPG OpCo GP LLC
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 on Form 10-K/A to be signed on its behalf by the undersigned, hereunto duly authorized.
CPG OpCo GP LLC | ||
(Registrant) | ||
By: | Columbia Pipeline Partners LP, its sole member | |
By: | CPP GP LLC, its general partner | |
Date: March 1, 2017 | By: | /s/ STANLEY G. CHAPMAN, III |
Stanley G. Chapman, III | ||
President | ||
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CPG OpCo GP LLC
EXHIBIT INDEX
Exhibits designated by an asterisk (*) are filed herewith and those designated with asterisks (**) are furnished herewith; all exhibits not so designated are incorporated herein by reference to a prior filing as indicated. Exhibits designated with (†) are management contracts or compensatory plan or agreement of CPG OpCo GP LLC.
(3.1) | Certificate of Formation of CPG OpCo GP LLC (Incorporated by reference to Exhibit 3.1 of the OpCo GP’s Quarterly Report on Form 10-Q (File No. 333-209653-01) filed on May 3, 2016). |
(3.2) | Certificate of Amendment to Certificate of Formation of CPG OpCo GP LLC (Incorporated by reference to Exhibit 3.2 of the OpCo GP’s Quarterly Report on Form 10-Q (File No. 333-209653-01) filed on May 3, 2016). |
(3.3) | Limited Liability Company Agreement of CPG OpCo GP LLC (Incorporated by reference to Exhibit 3.3 of the OpCo GP’s Quarterly Report on Form 10-Q (File No. 333-209653-01) filed on May 3, 2016). |
(3.4) | Amendment No. 1 to the Limited Liability Company Agreement of CPG OpCo GP LLC (Incorporated by reference to Exhibit 3.4 of the OpCo GP’s Quarterly Report on Form 10-Q (File No. 333-209653-01) filed on May 3, 2016). |
(31.1)* | Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
(31.2)* | Certification of Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
(32.1)** | Certification of Chief Executive Officer, pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
(32.2)** | Certification of Chief Financial Officer, pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
(99.1) | “Risk Factors” section excerpted and incorporated by reference from Columbia Pipeline Group, Inc.’s Annual Report on Form 10-K filed with the SEC on February 17, 2017 for the fiscal year ended December 31, 2016 filed herewith pursuant to Rule 12b-23(a)(3). (Incorporated by reference to the Company's Annual Report on Form 10-K (File No. 333-209653-1) filed on February 17, 2017.) |
(101.INS)* | XBRL Instance Document |
(101.SCH)* | XBRL Schema Document |
(101.CAL)* | XBRL Calculation Linkbase Document |
(101.LAB)* | XBRL Labels Linkbase Document |
(101.PRE)* | XBRL Presentation Linkbase Document |
(101.DEF)* | XBRL Definition Linkbase Document |
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