Gillian A. Hobson ghobson@velaw.com
Tel +1.713.758.3747 Fax +1.713.615.5794
January 3, 2017
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Mergers and Acquisitions
100 F Street, NE
Washington, DC 20549
Attn: Nicholas P. Panos
| Re: | TransCanada Corporation, et al. |
Schedule13E-3
Filed November 21, 2016
FileNo. 005-88754
Columbia Pipeline Partners LP
Preliminary Proxy Statement on Schedule 14A
Filed November 21, 2016
FileNo. 001-36835
Dear Mr. Panos:
On behalf of Columbia Pipeline Partners LP (the “Partnership”), we are responding to your oral comment given on December 14, 2016 with respect to the Partnership’s Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A (“Amendment No. 1”), filed on December 13, 2016. During our telephone conversation, you requested that the Partnership include certain additional language clarifying that, if true, the CPG Parties (as defined in Amendment No. 1) expressly adopt the analyses and opinions of Jefferies LLC, the financial advisor to the Conflicts Committee of the Board of Directors of CPP GP LLC, as described in the section “Special Factors— Opinion of the Financial Advisor of the Conflicts Committee” appearing on page 47 of Amendment No. 1. The Partnership has no objection to adding such additional language. Accordingly, the Partnership has included the language on page 47 of the Definitive Proxy Statement on Schedule 14A (“Definitive Proxy Statement”) filed with the Securities and Exchange Commission on January 3, 2017.
Vinson & Elkins LLP Attorneys at Law Austin Beijing Dallas Dubai Hong Kong Houston London Moscow New York Palo Alto Richmond Riyadh San Francisco Taipei Tokyo Washington | 1001 Fannin Street, Suite 2500 Houston, TX 77002-6760 Tel +1.713.758.2222 Fax +1.713.758.2346 www.velaw.com |
 | Page 2 United States Securities and Exchange Commission January 3, 2017 |
Please direct any comments or questions regarding this matter to the undersigned at (713)758-3747.
| Sincerely, |
/s/ Gillian A. Hobson |
| Gillian A. Hobson |
| Vinson & Elkins L.L.P. |
Enclosure
| cc: | Jane Brindle | |
| TransCanada Corporation | ||
| John Goodgame | ||
| Akin Gump Strauss Hauer & Feld LLP | ||