Columbia Pipeline Group, Inc.
5151 San Felipe Street, Suite 2500
Houston, Texas 77056
February 23, 2016
Securities and Exchange Commission
100 F Street NE
Mail Stop 7010
Washington, D.C. 20549-7010
| Attn: H. | Roger Schwall |
Division of Corporation Finance
Re: Registration Statement on Form S-4
Filed February 23, 2016
File No. 333-209653
Dear Mr. Schwall:
This letter supplements the Registration Statement on Form S-4 of Columbia Pipeline Group, Inc. (the “Company”) with respect to an offer to exchange (the “Exchange Offer”) the Company’s 2.45% Senior Notes due 2018, 3.30% Senior Notes due 2020, 4.50% Senior Notes due 2025 and 5.80% Senior Notes due 2045 (collectively, “Original Notes”), which were originally issued on May 22, 2015 to international and U.S. investors pursuant to Regulation S and Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), for new notes with terms substantially identical to the relevant series of the Original Notes but which have been registered under the Securities Act (the “Exchange Notes”), and, therefore, will not be subject to the transfer restrictions applicable to the Original Notes. In connection with the above-referenced Registration Statement on Form S-4 (the “Registration Statement”), the Company hereby confirms and represents as follows:
1. The Company is registering the Exchange Offer in reliance on the position and representations of the staff of the Securities and Exchange Commission (the “Staff”) set forth inShearman & Sterling, SEC No-Action Letter (available July 2, 1993),Morgan Stanley & Co., Inc., SEC No-Action Letter (available June 5, 1991), andExxon Capital Holding Corp., SEC No-Action Letter (available May 13, 1988) (together, the “No Action Letters”).
2. The Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Exchange Offer and, to the best of
Securities and Exchange Commission
February 23, 2016
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the Company’s knowledge and belief, each person participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the Exchange Offer. In this regard, the Company will make each person participating in the Exchange Offer aware (through the prospectus or the letter of transmittal) that, if such person is tendering Original Notes in the Exchange Offer with the intention of participating in any manner in a distribution of the Exchange Notes, such person (i) cannot rely on the Staff’s position enunciated in the No Action Letters or interpretative letters to similar effect and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act, in connection with a secondary resale transaction. The Company acknowledges that such a secondary resale transaction by such person participating in the Exchange Offer for the purpose of distributing the Exchange Notes should be covered by an effective registration statement containing the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K.
3. The Company will make each person participating in the Exchange Offer aware (through the prospectus or the letter of transmittal) that any broker-dealer that will receive Exchange Notes for its own account in exchange for Original Notes that were acquired as a result of market-making activities or other trading activities may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes.
4. Neither the Company nor any of its respective affiliates have entered into any arrangement or understanding with any broker-dealer to distribute the Exchange Notes.
5. The Company will include in the letter of transmittal to be executed by an exchange offeree in order to participate in the Exchange Offer a provision to the effect that if the exchange offeree is a broker-dealer holding Original Notes acquired for its own account as a result of market-making activities or other trading activities, such broker-dealer will acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such Original Notes pursuant to the Exchange Offer.
If any additional supplemental information is required by the Staff, please contact the undersigned at (713) 386-3701 or Gillian A. Hobson of Vinson & Elkins L.L.P., whose telephone number and mailing address are shown on the facing sheet of the Registration Statement.
| Very truly yours, | ||
| COLUMBIA PIPELINE GROUP, INC. | ||
| By: | /s/ Steven B. Nickerson | |
| Name: | Steven B. Nickerson | |
| Title: | Vice President, Deputy General Counsel and Corporate Secretary | |
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