Additional Proxy Soliciting Materials (definitive) (defa14a)
February 13 2017 - 8:14AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the
Registrant ☒ Filed by a party other than the
Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under §240.14a-12
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COLUMBIA
PIPELINE PARTNERS LP
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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(1)
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Amount previously paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing party:
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(4)
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Date Filed:
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5151 San Felipe Houston, Texas 77056 NYSE: CPPL
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COLUMBIA PIPELINE PARTNERS LP ENCOURAGES UNITHOLDERS TO VOTE AT RECONVENED SPECIAL MEETING ON
FEBRUARY 16, 2017
HOUSTON, Texas February 13, 2017 Columbia Pipeline Partners LP (NYSE: CPPL) (CPPL) reminds unitholders that
the reconvened special meeting of unitholders will be held at 9 a.m. (Central Time) on February 16, 2017 at 1001 Fannin St., Suite 2500, Houston, Texas 77002.
The purpose of the reconvened special meeting is to vote on a proposal to approve the Agreement and Plan of Merger dated as of November 1, 2016 (the
Merger Agreement), by and among CPPL, Columbia Pipeline Group, Inc. (CPG) and their respective affiliates, pursuant to which a wholly owned subsidiary of CPG will merge with and into CPPL such that CPPL will become a wholly
owned subsidiary of CPG (the Merger). Approval of the Merger requires both the affirmative vote of (i) a majority of the outstanding common units excluding units held by affiliated unitholders and (ii) a majority of the
outstanding common units.
The special meeting was originally scheduled for February 7, 2017 but was reconvened to February 16, 2017 because a
quorum was not obtained. Quorum requires the presence, in person or by proxy, at the special meeting of holders of a majority of the outstanding CPPL common units as of January 4, 2017, the record date of the special meeting. CPPL adjourned the
special meeting to February 16, 2017 to allow for additional time to solicit proxies from unitholders.
As the reconvened special meeting approaches,
approximately 98% of the votes cast to date are in support of the Merger. Each of Institutional Shareholder Services (ISS), Glass, Lewis & Co. and Egan-Jones Proxy Services has recommended that CPPL unitholders vote FOR the
proposal to approve the Merger Agreement.
Unless we obtain both a quorum for the special meeting and the required unitholder approval, the Merger cannot
take place.
CPPL has been advised by CPG that CPG has no intention of increasing the price or varying any of the terms of the Merger Agreement.
Common unitholders who have not already submitted a proxy are encouraged to do so as soon as
possible and should contact D.F. King, CPPLs proxy solicitor, by calling toll-free at 212 232 3235 or 212 232 3233.
The record date for determining
unitholders eligible to vote at the special meeting will remain the close of business on January 4, 2017. Valid proxies submitted by common unitholders prior to the adjourned February 7, 2017 special meeting continue to be valid for
purposes of the reconvened special meeting scheduled for February 16, 2017.
About Columbia Pipeline Partners LP
Columbia Pipeline Partners LP is a Delaware master limited partnership with interests in three regulated U.S. natural gas pipelines which serve markets
extending from New York to the Gulf of Mexico, as well as storage and related midstream assets. CPPLs general partner became an indirect, wholly-owned subsidiary of TransCanada Corporation (NYSE: TRP) (TransCanada) on July 1,
2016, and as a result, CPPL is effectively managed by TransCanada. For more information about Columbia Pipeline Partners LP, visit CPPLs website at
www.columbiapipelinepartners.com
. Additional information can be found at
www.transcanada.com
.
Forward-Looking Statements
This release may include forward-looking statements within the meaning of federal securities laws. All statements, other than historical facts
included in this release, are forward-looking statements. The forward-looking statements contained herein include statements related to the scheduled date of the reconvened special meeting of CPPL common unitholders. Such forward-looking statements
are subject to a number of risks and uncertainties, many of which are beyond CPPLs control. All forward-looking statements speak only as of the date of this release. Although CPPL believes that the plans, intentions and expectations reflected
in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved. Therefore, actual outcomes and results could materially differ from what is expressed, implied or
forecast in such statements.
CPPLs business may be influenced by many factors that are difficult to predict, involve uncertainties that may
materially affect actual results and are often beyond CPPLs control. These factors include, but are not limited to, changes to business plans as circumstances warrant. For a full discussion of these risks and uncertainties and other factors,
please refer to CPPLs Annual Report on
Form 10-K
for the fiscal year ended December 31, 2015 filed with the Securities and Exchange Commission (the SEC), as updated and supplemented
by subsequent filings with the SEC. All forward-looking statements included in this press release are expressly qualified in their entirety by such cautionary statements. CPPL expressly disclaims any obligation to update, amend or clarify any
forward looking statement to reflect events, new information or circumstances occurring after the date of this release except as required by applicable law.
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Unitholder and Analyst Inquiries
Investor
Relations
844.656.1374
Media Inquiries
Corporate Communications
800.608.7859
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