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Columbia Pipeline Group, Inc. – ‘10-12B/A’ on 5/22/15

On:  Friday, 5/22/15, at 4:21pm ET   ·   Accession #:  1193125-15-198733   ·   File #:  1-36838

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/22/15  Columbia Pipeline Group, Inc.     10-12B/A              25:6.2M                                   RR Donnelley/FA

Amendment to Registration of Securities (General Form)   —   Form 10
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-12B/A    Amendment to Registration of Securities (General    HTML     44K 
                          Form)                                                  
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,   HTML    234K 
                          Liquidation or Succession                              
 3: EX-3.1      Articles of Incorporation/Organization or By-Laws   HTML     40K 
 4: EX-4.1      Instrument Defining the Rights of Security Holders  HTML    497K 
 5: EX-4.2      Instrument Defining the Rights of Security Holders  HTML     87K 
 6: EX-10.1     Material Contract                                   HTML    109K 
11: EX-10.10    Material Contract                                   HTML     30K 
12: EX-10.11    Material Contract                                   HTML     26K 
13: EX-10.12    Material Contract                                   HTML     24K 
14: EX-10.13    Material Contract                                   HTML     26K 
15: EX-10.14    Material Contract                                   HTML     37K 
16: EX-10.15    Material Contract                                   HTML     42K 
17: EX-10.16    Material Contract                                   HTML     43K 
18: EX-10.17    Material Contract                                   HTML     41K 
19: EX-10.18    Material Contract                                   HTML    136K 
20: EX-10.19    Material Contract                                   HTML    116K 
21: EX-10.20    Material Contract                                   HTML     89K 
22: EX-10.21    Material Contract                                   HTML     22K 
23: EX-10.22    Material Contract                                   HTML     13K 
24: EX-10.23    Material Contract                                   HTML     13K 
 7: EX-10.4     Material Contract                                   HTML     59K 
 8: EX-10.5     Material Contract                                   HTML     58K 
 9: EX-10.8     Material Contract                                   HTML    120K 
10: EX-10.9     Material Contract                                   HTML     26K 
25: EX-99.1     Miscellaneous Exhibit                               HTML   2.18M 


10-12B/A   —   Amendment to Registration of Securities (General Form)


This is an HTML Document rendered as filed.  [ Alternative Formats ]



  10-12B/A  

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

Amendment No. 4

to

FORM 10

 

 

GENERAL FORM FOR REGISTRATION OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

Columbia Pipeline Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   47-1982552

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

5151 San Felipe Street, Suite 2500

Houston, Texas 77056

(Address of Principal Executive Offices) (Zip Code)

(713) 386-3701

(Registrant’s Telephone Number, Including Area Code)

 

 

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

 

Title of Each Class

to be so Registered

 

Name of Each Exchange on which

Each Class is to be Registered

Common stock, par value $0.01 per share   The New York Stock Exchange, Inc.

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

None

 

 

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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. (Check one):

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   x  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

 


COLUMBIA PIPELINE GROUP, INC.

Cross-Reference Sheet between Information Statement and Items of Form 10

Certain information required to be included in this Form 10 is incorporated by reference to specifically identified portions of the body of the information statement filed herewith as Exhibit 99.1 (the “Information Statement”). None of the information contained in the Information Statement shall be incorporated by reference in this Form or deemed to be a part of this Form 10 unless such information is specifically incorporated by reference.

Item 1. Business.

The information required by this item is contained under the sections “Summary,” “Risk Factors,” “Cautionary Note Concerning Forward-Looking Statements,” “The Separation,” “Capitalization,” “Business,” “Certain Relationships and Related Party Transactions,” “Where You Can Find More Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Item 1A. Risk Factors.

The information required by this item is contained under the sections “Risk Factors” and “Cautionary Note Concerning Forward-Looking Statements.”

Item 2. Financial Information.

The information required by this item is contained under the sections “Summary Historical and Unaudited Pro Forma Financial Data,” “Risk Factors,” “Capitalization,” “Selected Historical and Unaudited Pro Forma Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Item 3. Properties.

The information required by this item is contained under the sections “Business—Our Operations and Operating Assets,” “Business—Title to Properties” and “Business—Facilities.”

Item 4. Security Ownership of Certain Beneficial Owners and Management.

The information required by this item is contained under the sections “Security Ownership of Management, Directors and Principal Stockholders.”

Item 5. Directors and Executive Officers.

The information required by this item is contained under the section “Management.”

Item 6. Executive Compensation.

The information required by this item is contained under the sections “Management” and “Compensation Discussion and Analysis.”

Item 7. Certain Relationships and Related Transactions, and Director Independence.

The information required by this item is contained under the sections “Certain Relationships and Related Party Transactions” and “Management.”

 

2


Item 8. Legal Proceedings.

The information required by this item is contained under the section “Business—Legal Proceedings.”

Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.

The information required by this item is contained under the sections “Summary,” “The Separation” and “Description of Capital Stock.”

Item 10. Recent Sales of Unregistered Securities.

Not applicable.

Item 11. Description of Registrant’s Securities to be Registered.

The information required by this item is contained under the sections “The Separation—Dividends” and “Description of Capital Stock.”

Item 12. Indemnification of Directors and Officers.

The information required by this item is contained under the sections “Description of Capital Stock—Limitation of Liability of Directors” and “Description of Capital Stock—Indemnification of Directors and Officers.”

Item 13. Financial Statements and Supplementary Data.

The information required by this item is contained under the sections “Index to Financial Statements” and the statements referenced therein.

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not applicable.

Item 15. Financial Statements and Exhibits.

 

  (a) Financial Statements

The information required by this item is contained under the sections “Selected Historical and Unaudited Pro Forma Financial Data” and “Index to Financial Statements” and the statements referenced therein. Those sections are incorporated herein by reference.

 

3


  (b) Exhibits

The following documents are filed as exhibits hereto:

 

Exhibit

Number

  

Description

  2.1    Form of Separation and Distribution Agreement between NiSource Inc. and Columbia Pipeline Group, Inc.
  3.1    Restated Certificate of Incorporation of Columbia Pipeline Group, Inc.
  3.2+    Amended and Restated Bylaws of Columbia Pipeline Group, Inc.
  4.1    Indenture, dated as of May 22, 2015, by and among Columbia Pipeline Group, Inc., the Guarantors named therein and U.S. Bank National Association, as Trustee
  4.2    Registration Rights Agreement, dated as of May 22, 2015, by and among Columbia Pipeline Group, Inc., the Guarantors named therein and the Initial Purchasers
  4.3    Form of 2.45% Senior Note due 2018 (included in Exhibit 4.1)
  4.4    Form of 3.30% Senior Note due 2020 (included in Exhibit 4.1)
  4.5    Form of 4.50% Senior Note due 2025 (included in Exhibit 4.1)
  4.6    Form of 5.80% Senior Note due 2045 (included in Exhibit 4.1)
10.1    Form of Employee Matters Agreement between NiSource Inc. and Columbia Pipeline Group, Inc.
10.2+    Form of Tax Allocation Agreement between NiSource Inc. and Columbia Pipeline Group, Inc.
10.3+    Trademark License Agreement, dated as of February 11, 2015, between NiSource Corporate Services Company and Columbia Pipeline Group Services Company
10.4    Form of Transition Services Agreement (NiSource to CPG) between NiSource Corporate Services Company and Columbia Pipeline Group Services Company
10.5    Form of Transition Services Agreement (CPG to NiSource) between NiSource Corporate Services Company and Columbia Pipeline Group Services Company
10.6+    Revolving Credit Agreement, dated as of December 5, 2014, by and among Columbia Pipeline Group, Inc., as Borrower, CPG OpCo LP, Columbia Energy Group and CPG OpCo GP LLC, as Guarantors, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, Barclays Bank PLC, The Bank of Nova Scotia and BNP Paribas, as Co-Documentation Agents and Barclays Bank PLC, Citigroup Global Markets, Inc., The Bank of Nova Scotia, BNP Paribas and J.P. Morgan Securities LLC, as Joint Lead Arrangers and Joint Bookrunners
10.7+    Revolving Credit Agreement, dated as of December 5, 2014, by and among Columbia Pipeline Partners LP, as Borrower, NiSource Inc., Columbia Pipeline Group, Inc., Columbia Energy Group, CPG OpCo LP, CPG OpCo GP LLC, as Guarantors, the Lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, The Bank of Tokyo-Mitsubishi UFJ, LTD, as Syndication Agent, Credit Suisse Securities (USA) LLC and Royal Bank of Canada, as Co-Documentation Agents, and Wells Fargo Securities, LLC, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Credit Suisse Securities (USA) LLC and Royal Bank of Canada, as Joint Lead Arrangers and Joint Bookrunners
10.8†    Form of Columbia Pipeline Group, Inc. 2015 Omnibus Plan
10.9†    Form of Restricted Stock Unit Award Agreement
10.10†    Form of Performance Share Award Agreement

 

4


Exhibit

Number

  

Description

10.11†    Form of Restricted Stock Unit Award Agreement with Nonemployee Directors
10.12†    Form of Restricted Stock Unit Award Agreement for Nonemployee Directors of Columbia Pipeline Group, Inc. Relating to Vested but Unpaid NiSource Restricted Stock Units
10.13†    Form of Director Restricted Stock Unit Award Agreement Relating to Unvested NiSource Restricted Stock Units
10.14†    Form of Columbia Pipeline Group, Inc. Phantom Stock Unit Agreement
10.15†    Form of Change in Control and Termination Agreement with Robert Skaggs
10.16†    Form of Change in Control and Termination Agreement with Other Named Executive Officers
10.17†    Form of Columbia Pipeline Group, Inc. Executive Severance Policy
10.18†    Form of Columbia Pipeline Group Executive Deferred Compensation Plan
10.19†    Form of Columbia Pipeline Group Savings Restoration Plan
10.20†    Form of Columbia Pipeline Group Pension Restoration Plan
10.21†    Employment Offer Letter Agreement, dated May 14, 2008, between NiSource Inc. and Stephen P. Smith, assumed by Columbia Pipeline Group, Inc.
10.22†    Retention Bonus Letter Agreement, dated March 11, 2014, between NiSource Inc. and Shawn Patterson, assumed by Columbia Pipeline Group, Inc.
10.23†    Retention Bonus Letter Agreement, dated September 2, 2014, between NiSource Inc. and Stanley Chapman, assumed by Columbia Pipeline Group, Inc.
21.1+    List of subsidiaries of Columbia Pipeline Group, Inc.
99.1    Preliminary Information Statement of Columbia Pipeline Group, Inc., subject to completion, dated May 22, 2015

 

* To be filed by amendment.
+ Previously filed.
Management contract or compensatory plan or arrangement of Columbia Pipeline Group, Inc.

 

5


SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Columbia Pipeline Group, Inc.
By:  

/s/ Stephen P. Smith

Stephen P. Smith

President

Date: May 22, 2015

 

6


EXHIBIT INDEX

 

Exhibit

Number

  

Description

  2.1    Form of Separation and Distribution Agreement between NiSource Inc. and Columbia Pipeline Group, Inc.
  3.1    Restated Certificate of Incorporation of Columbia Pipeline Group, Inc.
  3.2+    Amended and Restated Bylaws of Columbia Pipeline Group, Inc.
  4.1    Indenture, dated as of May 22, 2015, by and among Columbia Pipeline Group, Inc., the Guarantors named therein and U.S. Bank National Association, as Trustee
  4.2    Registration Rights Agreement, dated as of May 22, 2015, by and among Columbia Pipeline Group, Inc., the Guarantors named therein and the Initial Purchasers
  4.3    Form of 2.45% Senior Note due 2018 (included in Exhibit 4.1)
  4.4    Form of 3.30% Senior Note due 2020 (included in Exhibit 4.1)
  4.5    Form of 4.50% Senior Note due 2025 (included in Exhibit 4.1)
  4.6    Form of 5.80% Senior Note due 2045 (included in Exhibit 4.1)
10.1    Form of Employee Matters Agreement between NiSource Inc. and Columbia Pipeline Group, Inc.
10.2+    Form of Tax Allocation Agreement between NiSource Inc. and Columbia Pipeline Group, Inc.
10.3+    Trademark License Agreement, dated as of February 11, 2015, between NiSource Corporate Services Company and Columbia Pipeline Group Services Company
10.4    Form of Transition Services Agreement (NiSource to CPG) between NiSource Corporate Services Company and Columbia Pipeline Group Services Company
10.5    Form of Transition Services Agreement (CPG to NiSource) between NiSource Corporate Services Company and Columbia Pipeline Group Services Company
10.6+    Revolving Credit Agreement, dated as of December 5, 2014, by and among Columbia Pipeline Group, Inc., as Borrower, CPG OpCo LP, Columbia Energy Group and CPG OpCo GP LLC, as Guarantors, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, Barclays Bank PLC, The Bank of Nova Scotia and BNP Paribas, as Co-Documentation Agents and Barclays Bank PLC, Citigroup Global Markets, Inc., The Bank of Nova Scotia, BNP Paribas and J.P. Morgan Securities LLC, as Joint Lead Arrangers and Joint Bookrunners
10.7+    Revolving Credit Agreement, dated as of December 5, 2014, by and among Columbia Pipeline Partners LP, as Borrower, NiSource Inc., Columbia Pipeline Group, Inc., Columbia Energy Group, CPG OpCo LP, CPG OpCo GP LLC, as Guarantors, the Lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, The Bank of Tokyo-Mitsubishi UFJ, LTD, as Syndication Agent, Credit Suisse Securities (USA) LLC and Royal Bank of Canada, as Co-Documentation Agents, and Wells Fargo Securities, LLC, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Credit Suisse Securities (USA) LLC and Royal Bank of Canada, as Joint Lead Arrangers and Joint Bookrunners
10.8†    Form of Columbia Pipeline Group, Inc. 2015 Omnibus Plan
10.9†    Form of Restricted Stock Unit Award Agreement
10.10†    Form of Performance Share Award Agreement
10.11†    Form of Restricted Stock Unit Award Agreement with Nonemployee Directors

 

7


Exhibit

Number

  

Description

10.12†    Form of Restricted Stock Unit Award Agreement for Nonemployee Directors of Columbia Pipeline Group, Inc. Relating to Vested but Unpaid NiSource Restricted Stock Units
10.13†    Form of Director Restricted Stock Unit Award Agreement Relating to Unvested NiSource Restricted Stock Units
10.14†    Form of Columbia Pipeline Group, Inc. Phantom Stock Unit Agreement
10.15†    Form of Change in Control and Termination Agreement with Robert Skaggs
10.16†    Form of Change in Control and Termination Agreement with Other Named Executive Officers
10.17†    Form of Columbia Pipeline Group, Inc. Executive Severance Policy
10.18†    Form of Columbia Pipeline Group Executive Deferred Compensation Plan
10.19†    Form of Columbia Pipeline Group Savings Restoration Plan
10.20†    Form of Columbia Pipeline Group Pension Restoration Plan
10.21†    Employment Offer Letter Agreement, dated May 14, 2008, between NiSource Inc. and Stephen P. Smith, assumed by Columbia Pipeline Group, Inc.
10.22†    Retention Bonus Letter Agreement, dated March 11, 2014, between NiSource Inc. and Shawn Patterson, assumed by Columbia Pipeline Group, Inc.
10.23†    Retention Bonus Letter Agreement, dated September 2, 2014, between NiSource Inc. and Stanley Chapman, assumed by Columbia Pipeline Group, Inc.
21.1+    List of subsidiaries of Columbia Pipeline Group, Inc.
99.1    Preliminary Information Statement of Columbia Pipeline Group, Inc., subject to completion, dated May 22, 2015

 

* To be filed by amendment.
+ Previously filed.
Management contract or compensatory plan or arrangement of Columbia Pipeline Group, Inc.

 

8


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-12B/A’ Filing    Date    Other Filings
Filed on:5/22/15
2/11/153
12/5/14
9/2/14
3/11/14
5/14/08
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