tcp-20200915
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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)
Delaware001-3535852-2135448
(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
TCPNew 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
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”)
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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”)
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Document


image01.jpg NewsRelease
image21.jpg____________________________________________________________________________
image31.jpg
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.

–30–

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

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