Columbia Pipeline Partners LP - 10-Q filing on 2015-04-30

Transactions With Affiliates

3 Months Ended

Mar. 31, 2015

Transactions with Affiliates

In the normal course of business, the Partnership engages in transactions with subsidiaries of NiSource. Transactions with affiliates are summarized in the tables below:

Statement of Operations.



	Three Months Ended March 31,
(in millions)	2015		2014
			Predecessor
Transportation revenues	$	28.7	$	28.6
Storage revenues	13.3		13.7
Other revenues	0.1		0.1
Operation and maintenance expense	36.1		28.3
Interest expense	11.4		12.1
Interest income	1.0		0.1

Balance Sheet.



(in millions)	March 31, 2015		December 31, 2014
			Predecessor
Accounts receivable	$	833.7	$	153.8
Current portion of long term debt- affiliated	—		115.9
Short-term borrowings	7.0		247.3
Accounts payable	41.0		49.9
Long-term debt	630.9		1,472.8

Transportation, Storage and Other Revenues. The Partnership provides natural gas transportation, storage and other services to subsidiaries of NiSource. Prior to the IPO, the Predecessor provided similar services to subsidiaries of NiSource.

Operation and Maintenance Expense. The Partnership receives executive, financial, legal, information technology and other administrative and general services from NiSource Corporate Services and Columbia Pipeline Group Services Company. Prior to the IPO, the Predecessor received similar services from NiSource Corporate Services. Expenses incurred as a result of these services consist of employee compensation and benefits, outside services and other expenses. The expenses are charged directly or allocated using various allocation methodologies based on a combination of gross fixed assets, total operating expense, number of employees and other measures. Management believes the allocation methodologies are reasonable. However, these allocations and estimates may not represent the amounts that would have been incurred had the services been provided by an outside entity.

Interest Expense and Income. The Partnership and Predecessor, prior to the IPO, were charged interest for long-term debt of $12.2 million and $12.2 million for the three months ended March 31, 2015 and 2014, respectively, offset by associated AFUDC of $1.0 million and $1.2 million for the three months ended March 31, 2015 and 2014, respectively.

Columbia OpCo and its subsidiaries entered into an intercompany money pool agreement with NiSource Finance, which became effective on the date of the IPO. The money pool is available for Columbia OpCo and its subsidiaries' general purposes, including capital expenditures and working capital. This new money pool agreement is discussed in connection with Short-term Borrowings below. Prior to the IPO, the subsidiaries of the Predecessor participated in a similar money pool agreement with NiSource Finance. NiSource Corporate Services administers the money pools. The cash accounts maintained by the subsidiaries of Columbia OpCo and the Predecessor are swept into a NiSource corporate account on a daily basis, creating an affiliated receivable or decreasing an affiliated payable, as appropriate, between NiSource and the subsidiary. The amount of interest expense and income for short-term borrowings is determined by the net position of each subsidiary in the money pool. The money pool weighted-average interest rate at March 31, 2015 and 2014 was 1.07% and 0.67%, respectively. The interest expense for short-term borrowings charged for the three months ended March 31, 2015 and 2014 was $0.2 million and $1.1 million, respectively.

Accounts Receivable. The Partnership includes in accounts receivable amounts due from the money pool discussed above of $816.2 million at March 31, 2015 for subsidiaries of Columbia OpCo in a net deposit position. The Predecessor includes in accounts receivable amounts due from the money pool discussed above of $125.0 million at December 31, 2014 for subsidiaries in a net deposit position. Also included in the balance at March 31, 2015 and December 31, 2014 are amounts due from subsidiaries of NiSource for transportation and storage services of $17.5 million and $28.8 million, respectively. Net cash flows related to the money pool receivables are included as Investing Activities on the Condensed Statements of Consolidated and Combined Statements of Cash Flows (unaudited). All other affiliated receivables are included as Operating Activities.

Short-term Borrowings. In connection with the closing of the IPO, the subsidiaries of Columbia OpCo entered into an intercompany money pool agreement with NiSource Finance with $750 million of reserved borrowing capacity; following the spin-off, the agreement will be with CPG. In furtherance of the money pool agreement, CPG entered into a $1,500 million revolving credit agreement on December 5, 2014. The CPG revolving credit agreement will not become effective until the completion of the spin-off. Each of CEG, OpCo GP and Columbia OpCo is a guarantor of CPG's revolving credit facility. As a guarantor and restricted subsidiary, Columbia OpCo is subject to various customary covenants and restrictive provisions which, among other things, limit CPG’s and its restricted subsidiaries’ ability to incur additional indebtedness, guarantees and/or liens; consolidate, merge or transfer all or substantially all of their assets; make certain investments or restricted payments; modify certain material agreements; engage in certain types of transactions with affiliates; dispose of assets; and prepay certain indebtedness; each of which is subject to customary and usual exceptions and baskets, including an exception to the limitation on restricted payments for distributions of available cash, as permitted by their organizational documents. If Columbia OpCo and the other loan parties fail to perform their obligations under these and other covenants, it could adversely affect Columbia OpCo’s ability to finance future business opportunities and make cash distributions to us. CPG’s revolving credit facility also contains customary events of default, including cross default provisions that apply to any other indebtedness CPG may have with an outstanding principal amount in excess of $50 million. If a default occurred, the relevant lenders could elect to declare the debt, together with accrued interest and other fees, to be immediately due and payable and proceed against Columbia OpCo as a guarantor.

The balance of Short-term Borrowings includes all subsidiaries of Columbia OpCo and includes all subsidiaries of the Predecessor in a net borrower position of the money pool discussed above at March 31, 2015 and December 31, 2014, respectively. Net cash flows related to short-term borrowings are included as Financing Activities on the Condensed Statements of Consolidated and Combined Statements of Cash Flows (unaudited).

Accounts Payable. The affiliated accounts payable balance primarily includes amounts due for services received from NiSource Corporate Services and interest payable to NiSource Finance.

Long-term Debt. The Partnership’s and Predecessor's long-term financing requirements are satisfied through borrowings from NiSource Finance. Details of the long-term debt balance are summarized in the table below:



Origination Date	Interest Rate		Maturity Date	March 31, 2015		December 31, 2014
(in millions)						Predecessor
November 28, 2005⁽¹⁾	5.41	%	November 30, 2015	$	—	$	115.9
November 28, 2005	5.45	%	November 28, 2016	—		45.3
November 28, 2005	5.92	%	November 28, 2025	—		133.5
November 28, 2012	4.63	%	November 28, 2032	—		45.0
November 28, 2012	4.94	%	November 30, 2037	—		95.0
December 19, 2012	5.16	%	December 21, 2037	—		55.0
November 28, 2012	5.26	%	November 28, 2042	—		170.0
December 19, 2012	5.49	%	December 18, 2042	—		95.0
December 9, 2013⁽²⁾	4.75	%	December 31, 2016	630.9		834.0
Total Long-term Debt				$	630.9	$	1,588.7

⁽¹⁾ The debt balance for the note originating on November 28, 2005 and maturing on November 30, 2015 is included in "Current portion of long-term debt-affiliated" on the Condensed Combined Balance Sheets as of December 31, 2014.

⁽²⁾ The Partnership may borrow at any time from the origination date to the maturity date not to exceed $2.6 billion. The note carries a variable interest rate of prime plus 150 basis points. All funds borrowed on the note are due December 31, 2016.

Dividends. Columbia OpCo distributed $500.0 million to CEG as a reimbursement of preformation capital expenditures with respect to the assets contributed to Columbia OpCo. The Partnership paid no dividends to CEG in the three months ended March 31, 2014. There were no restrictions on the payment by the Partnership of dividends to CEG.