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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

(Rule 14a-101)

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

COLUMBIA PIPELINE GROUP, INC.

(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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Columbia Pipeline Group, Inc.

5151 San Felipe St., Suite 2500

Houston, Texas 77056

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

May 17, 2016

Dear CPG Stockholder,

We cordially invite you to attend a special meeting of stockholders of Columbia Pipeline Group, Inc., a Delaware corporation, which we refer to as CPG, to be held on June 22, 2016 at 9:00 a.m., local time, at The St. Regis Houston Hotel, The Astor Ballroom, 1919 Briar Oaks Lane, Houston, Texas 77027.

On March 17, 2016, CPG entered into a merger agreement with TransCanada PipeLines Limited, which we refer to as Parent, TransCanada PipeLine USA Ltd., a wholly owned subsidiary of Parent and which we refer to as US Parent, Taurus Merger Sub Inc., a wholly owned subsidiary of US Parent and which we refer to as Merger Sub, and, solely for purposes of certain sections of the merger agreement, TransCanada Corporation, the direct parent company of Parent and which we refer to as TransCanada. The merger agreement provides for the acquisition by US Parent of CPG through the merger of Merger Sub with and into CPG, with CPG being the surviving corporation in the merger and continuing as a direct wholly owned subsidiary of US Parent and an indirect wholly owned subsidiary of TransCanada.

If the merger is completed, you will be entitled to receive $25.50 in cash, without interest, less any applicable withholding taxes, for each share of CPG common stock owned by you (unless you have properly exercised and not lost your appraisal rights with respect to such shares), which represents a premium of approximately 32% to the 30-trading-day volume weighted average trading price of shares of CPG common stock as of March 17, 2016, the last trading day prior to the public announcement of the execution of the merger agreement, and a premium of approximately 43.3% to the 30-trading-day volume weighted average trading price of shares of CPG common stock as of March 9, 2016, the last full trading day prior to public media speculation that TransCanada was in discussions to acquire CPG.

The board of directors of CPG has unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are fair to, and in the best interests of, CPG and its stockholders and approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger. CPG’s board of directors made its determination after consultation with its legal and financial advisors and consideration of a number of factors.

Under the General Corporation Law of the State of Delaware, the approval of CPG stockholders must be obtained before the transactions contemplated by the merger agreement can be completed. You are being asked to consider and vote on the following proposals:

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Approval of the proposal to adopt the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of CPG common stock entitled to vote on the matter at the special meeting. The board of directors of CPG has unanimously approved and declared advisable the merger agreement and recommends that you vote “FOR” approval of the proposal to adopt the merger agreement and “FOR” approval of the proposal to approve, by non-binding, advisory vote, certain compensation arrangements for CPG’s named executive officers in connection with the merger.

Your vote is very important. Whether or not you plan to attend the special meeting, please complete, date, sign and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope, or submit your proxy by the Internet or telephone. If you attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted. The failure to submit a proxy or vote in person at the special meeting will have the same effect as a vote “AGAINST” approval of the proposal to adopt the merger agreement.

If your shares of CPG common stock are held in “street name” by your bank, brokerage firm or other nominee, your bank, brokerage firm or other nominee will be unable to vote your shares of CPG common stock without instructions from you. You should instruct your bank, brokerage firm or other nominee to vote your shares of CPG common stock in accordance with the procedures provided by your bank, brokerage firm or other nominee. The failure to instruct your bank, brokerage firm or other nominee to vote your shares of CPG common stock “FOR” approval of the proposal to adopt the merger agreement will have the same effect as voting “AGAINST” approval of the proposal to adopt the merger agreement.

The accompanying proxy statement provides you with detailed information about the special meeting and the merger agreement. A copy of the merger agreement is attached as Annex A to the proxy statement. We encourage you to read the entire proxy statement and its annexes, including the merger agreement, carefully. You may also obtain additional information about CPG from documents we have filed with the Securities and Exchange Commission.

If you have any questions or need assistance voting your shares of CPG common stock, please contact D.F. King & Co., Inc., our proxy solicitor, by calling toll-free at (877) 864-5058.

Thank you in advance for your cooperation and continued support.

The accompanying proxy statement is dated May 17, 2016, and is first being mailed on or about May 18, 2016 to stockholders who owned shares of CPG common stock as of the close of business on May 18, 2016.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE MERGER, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THE ACCOMPANYING PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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Columbia Pipeline Group, Inc.

5151 San Felipe St., Suite 2500

Houston, Texas 77056

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held on June 22, 2016

To the Stockholders of Columbia Pipeline Group, Inc.:

You are cordially invited to a special meeting of the stockholders of Columbia Pipeline Group, Inc., a Delaware corporation, which we refer to as CPG, which will be held at 9:00 a.m., local time, on June 22, 2016, at The St. Regis Houston Hotel, The Astor Ballroom, 1919 Briar Oaks Lane, Houston, Texas 77027, which we refer to as the special meeting, for the following purposes:

The merger agreement and the transactions contemplated by the merger agreement, including the merger, are described more fully in the attached proxy statement, and we urge you to read it carefully and in its entirety.

The board of directors of CPG, which we refer to as the Board, has unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are fair to, and in the best interests of, CPG and its stockholders and approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger. The Board made its determination after consultation with its legal and financial advisors and consideration of a number of factors. The Board of CPG recommends that you vote “FOR” approval of the proposal to adopt the merger agreement and “FOR” approval of the proposal to approve, by non-binding, advisory vote, certain compensation arrangements for CPG’s named executive officers in connection with the merger.

Your vote is very important, regardless of the number of shares of CPG common stock you own. The merger cannot be completed unless the holders of a majority of the outstanding shares of CPG common stock entitled to vote on the matter at the special meeting vote to adopt the merger agreement. A failure to submit a proxy or to vote in person at the special meeting, a broker non-vote or an abstention will have the same effect as a vote “AGAINST” approval of the proposal to adopt the merger agreement. To approve the proposal to approve, by non-binding, advisory vote, certain compensation arrangements for CPG’s named executive officers in connection with the merger, the proposal must receive the affirmative vote of holders of a majority of the voting power of shares of CPG common stock present in person or represented by proxy and entitled to vote on

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the matter at the special meeting. A failure to submit a proxy or attend the special meeting or a broker non-vote will have no effect on this proposal, although an abstention will have the same effect as a vote cast “AGAINST” approval of this proposal.

Registered stockholders may vote: (i) through the Internet by logging onto the website indicated on the enclosed proxy card and following the prompts using the control number located on the proxy card; (ii) by telephone (from the United States, U.S. territories and Canada) using the toll-free telephone number listed on the enclosed proxy card; or (iii) by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on June 22, 2016. If you choose to submit a proxy by mailing a proxy card, your proxy card should be mailed in the accompanying prepaid reply envelope, and your proxy card must be filed with CPG’s Corporate Secretary by the time the special meeting begins. If your shares are held in the name of a bank, broker or other nominee, follow the instructions you receive from your bank, broker or other nominee on how to vote your shares.

The Board has fixed the close of business on May 18, 2016, which we refer to as the record date, as the record date for determination of stockholders entitled to notice of, and to vote at, the special meeting and any adjournments or postponements of the special meeting. Only stockholders of record at the close of business on the record date are entitled to notice of, and to vote at (in person or by proxy), the special meeting and at any adjournments or postponements of the special meeting. You will be entitled to one vote for each share of CPG common stock that you owned on the record date. A complete list of our stockholders of record entitled to vote at the special meeting will be available for inspection at CPG’s principal executive offices at least 10 days prior to the date of the special meeting and continuing through the special meeting for any purpose germane to the meeting. The list will also be available at the meeting for inspection by any stockholder present at the meeting.

Only stockholders of record, their duly authorized proxy holders, beneficial stockholders with proof of ownership and CPG’s guests may attend the special meeting. An admission ticket and government-issued picture identification will be required to enter the special meeting. Stockholders may obtain a ticket and directions to the special meeting by writing to Columbia Pipeline Group, Inc., Attention: Corporate Secretary, 5151 San Felipe St., Suite 2500, Houston, Texas 77056. If you are a registered stockholder, please indicate that in your request. If you are the representative of a corporate or institutional stockholder, you must present valid photo identification along with proof that you are the representative of such stockholder. If your shares of CPG common stock are held through a bank, brokerage firm or other nominee, you must enclose with your request evidence of your ownership of shares, which you can obtain from your bank, broker or other nominee. Please submit your ticket request and proof of ownership as promptly as possible in order to ensure you receive your ticket in time for the special meeting. Please note that cameras, recording devices and other electronic devices will not be permitted at the special meeting.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE ACCOMPANYING PREPAID REPLY ENVELOPE, OR SUBMIT YOUR PROXY BY THE INTERNET OR TELEPHONE. IF YOU WILL ATTEND THE SPECIAL MEETING AND VOTE IN PERSON, YOUR VOTE BY BALLOT WILL REVOKE ANY PROXY PREVIOUSLY SUBMITTED.

If you have any questions regarding the accompanying proxy statement, you may contact D.F. King & Co., Inc., CPG’s proxy solicitor and which we refer to as D.F. King, by calling toll-free at (877) 864-5058.

Houston, Texas

Dated: May 17, 2016

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to address briefly some commonly asked questions regarding the merger, the merger agreement, and the special meeting. These questions and answers may not address all questions that may be important to you as a CPG stockholder. Please refer to the “Summary” beginning on page 1 of this proxy statement and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to in this proxy statement, which you should read carefully and in their entirety. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under “Where You Can Find More Information” beginning on page 120 of this proxy statement.

Following completion of the merger, Columbia Pipeline Partners LP (NYSE: CPPL), a Delaware limited partnership, which we refer to as CPPL, which CPG controls and of which CPG owns a 46.5% limited partner interest through its subsidiary, Columbia Energy Group, will remain an independent, publicly traded master limited partnership and subsidiary of the surviving corporation.

See the section entitled “The Merger—Interests of CPG’s Directors and Executive Oficers in the Merger—Treatment of CPG Stock-Based Awards” beginning on page 75 of this proxy statement.

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Prior to and contingent upon the closing of the merger, CPG will adopt an amendment to the 401(k) Savings Plan to terminate the CPG stock fund and remove CPG common stock as an investment alternative under the 401(k) Savings Plan.

If you are a participant in the CPG Employee Stock Purchase Plan, which we refer to as the CPG ESPP, you should have received a separate proxy voting instruction card from the plan trustee and you have the right to provide voting directions to the plan trustee by submitting your voting instruction card for those shares of CPG common stock that are held by the plan and allocated to your plan account.

Prior to and contingent upon the closing of the merger, CPG will take all actions that are necessary to provide that with respect to the CPG ESPP, (i) the savings period in progress as of the closing date of the merger, which we refer to as the final savings period, will end no later than the 10^th business day prior to the anticipated closing date (or, if the anticipated closing date becomes known less than 10 business days prior thereto, then as soon as practicable after the anticipated closing date becomes known and prior to the closing date), (ii) each CPG ESPP participant’s accumulated contributions under the CPG ESPP will be used to purchase CPG common stock in accordance with the terms of the CPG ESPP as of the end of the final savings period, and (iii) the CPG ESPP will terminate immediately following the conclusion of the final savings period.

See the section entitled “Information About the Special Meeting—Shares Held in the CPG 401(k) Savings Plan” beginning on page 31 of this proxy statement and the section entitled “Information About the Special Meeting—Shares Held in the CPG Employee Stock Purchase Plan” beginning on page 31 of this proxy statement.

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For a more complete summary of the conditions that must be satisfied or waived prior to the completion of the merger, see the section entitled “The Merger Agreement—Conditions to the Merger” beginning on page 104 of this proxy statement.

See the section entitled “The Merger—Financing of the Merger” beginning on page 73 of this proxy statement.

See the section entitled “The Merger—Financing of the Merger” beginning on page 73 of this proxy statement.

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You should read the section entitled “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 81 of this proxy statement for a more detailed discussion of the U.S. federal income tax consequences of the merger. You should also consult your tax advisor for a complete analysis of the effect of the merger on your federal, state, local and/or foreign taxes.

See the section entitled “Information About the Special Meeting—Date, Time and Place of the Special Meeting” beginning on page 28 of this proxy statement.

See the section entitled “Information About the Special Meeting—Purpose of the Special Meeting” beginning on page 28 of this proxy statement.

See the section entitled “Advisory Vote on Merger-Related Compensation for CPG’s Named Executive Officers” beginning on page 110 of this proxy statement.

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See the section entitled “Advisory Vote on Merger-Related Compensation for CPG’s Named Executive Officers” beginning on page 110 of this proxy statement.

See the section entitled “Information About the Special Meeting—Vote Required; Effect of Failure to Vote, Broker Non-Votes and Abstentions” beginning on page 29 of this proxy statement.

See the section entitled “Information About the Special Meeting—Vote Required; Effect of Failure to Vote, Broker Non-Votes and Abstentions” beginning on page 29 of this proxy statement.

For more information regarding the ability of CPG to terminate the merger agreement, and the Board’s ability to change its recommendation with respect to the proposal to adopt the merger agreement, see the sections entitled “The Merger Agreement––Termination” beginning on page 105 of this proxy statement

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and “The Merger Agreement—No Change in Board Recommendation; No Entry into Alternative Transactions” beginning on page 98 of this proxy statement, respectively.

See the sections entitled “The Merger—Interests of CPG’s Directors and Executive Officers in the Merger” beginning on page 75 of this proxy statement and “Advisory Vote on Merger-Related Compensation for CPG’s Named Executive Officers” beginning on page 110 of this proxy statement.

If your shares are held by a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name”, and your bank, broker or other nominee is considered the stockholder of record with respect to those shares. Your bank, broker or other nominee should send you, as the beneficial owner, a package describing the procedure for voting your shares. You should follow the instructions provided by them to vote your shares. You are invited to attend the special meeting; however, you may not vote these shares in person at the meeting unless you obtain a “legal proxy” from your bank, broker, or other nominee that holds your shares, giving you the right to vote the shares at the meeting.

See the section entitled “Information About the Special Meeting—Stockholders of Record and Beneficial Owners” beginning on page 28 of this proxy statement.

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See the section entitled “Information About the Special Meeting—Stockholders of Record and Beneficial Owners” beginning on page 28 of this proxy statement.

See the section entitled “Information About the Special Meeting—Record Date; Stockholders Entitled to Vote” beginning on page 28 of this proxy statement.”

See the section entitled “Information About the Special Meeting—Quorum” beginning on page 29 of this proxy statement.

Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on June 22, 2016. If you choose to submit a proxy by mailing a proxy card, your proxy card should be mailed in the accompanying prepaid reply envelope, and your proxy card must be filed with CPG’s Corporate Secretary by the time the special meeting begins.

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Beneficial Owner. If you are a beneficial owner, you should receive instructions from your bank, brokerage firm or other nominee that you must follow in order to have your shares of CPG common stock voted. Those instructions will identify which of the above choices are available to you in order to have your shares voted. Please note that if you are a beneficial owner and wish to vote in person at the special meeting, you must provide a legal proxy from your bank, brokerage firm or other nominee at the special meeting. To attend the meeting in person (regardless of whether you intend to vote your shares in person at the meeting), you must obtain an admission ticket in advance of the meeting by following the instructions under “Information About the Special Meeting—Attendance” beginning on page 29 of this proxy statement.

For additional information regarding how to vote your shares, see the section entitled “Information About the Special Meeting—How to Vote Your Shares” beginning on page 30 of this proxy statement.

If you hold shares in street name, you should contact your bank, broker or other nominee for instructions on how to change your vote.

For additional information regarding how to vote your shares, see the section entitled “Information About the Special Meeting—Revocation of Proxies” beginning on page 31 of this proxy statement.

If you own shares that are registered in your own name and return a signed proxy card or grant a proxy via the Internet or by telephone, but do not indicate how you wish your shares to be voted, the shares represented by your properly signed proxy will be voted “FOR” approval of the proposal to adopt the merger agreement and “FOR” approval of the proposal to approve, by non-binding, advisory vote, certain compensation arrangements for CPG’s named executive officers in connection with the merger.

See the section entitled “Information About the Special Meeting—How to Vote Your Shares” beginning on page 30 of this proxy statement.

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For the proposal to approve the merger-related executive compensation, you may vote “FOR”, “AGAINST” or “ABSTAIN”. If you attend the special meeting and abstain from voting on this proposal, or if you have given a proxy and abstained on this proposal, this will have the same effect as if you voted “AGAINST” approval of the proposal. If you fail to submit a proxy or attend in person the special meeting, or if you are a beneficial owner and fail to instruct your bank, broker or other nominee how to vote on this proposal, the shares of CPG common stock held by you or your broker will not be counted in respect of, and will not have an effect on this proposal.

See the section entitled “Information About the Special Meeting—Vote Required; Effect of Failure to Vote, Broker Non-Votes and Abstentions” beginning on page 29 of this proxy statement.

See the section entitled “Information About the Special Meeting—Solicitation of Proxies; Payment of Solicitation Expenses” beginning on page 32 of this proxy statement.

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See the section entitled “The Merger—Payment of Merger Consideration and Surrender of Shares” beginning on page 74 of this proxy statement.

See the section entitled “Appraisal Rights” beginning on page 115 of this proxy statement.

Banks, brokers and other nominees with accountholders who are CPG stockholders may be “householding” CPG’s proxy materials. As indicated in the notice provided by these brokers to CPG stockholders, a single proxy statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from an affected stockholder. Once you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and you prefer to receive a separate proxy statement, please notify your broker or contact

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D.F. King, CPG’s proxy solicitor, by calling toll-free at (877) 864-5058 or write to Attention: Corporate Secretary, 5151 San Felipe St., Suite 2500, Houston, Texas 77056.

See the section entitled “Householding of Proxy Materials” beginning on page 120 of this proxy statement.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement and the other documents referred to or incorporated by reference into this proxy statement contain or may contain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act and are subject to the safe harbor created thereby under the Private Securities Litigation Reform Act of 1995.

Statements included in or incorporated by reference into this proxy statement that are not historical facts, including statements about the beliefs and expectations of the Board or the management of CPG, are forward-looking statements. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “position,” “should,” “strategy,” “target,” “will” and similar words are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. All forward-looking statements speak only as of the date of this proxy statement or the date of such other filing, as the case may be. Although CPG 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 and such statements are subject to various risks and uncertainties. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecasted in such statements and readers are cautioned not to place undue reliance on such statements. CPG’s business may be influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond CPG’s control. These factors include, but are not limited to, the occurrence of any event, change or other circumstance that could give rise to termination of the merger agreement with the TransCanada parties; the inability to complete the merger due to the failure to obtain stockholder approval for the merger or the failure to satisfy other conditions to completion of the merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the merger; risks related to disruption of management’s attention from CPG’s ongoing business operations due to the merger; the impact of the announcement of the proposed merger on relationships with third parties, including commercial counterparties, employees and competitors, and risks associated with the loss and ongoing replacement of key personnel; an unsolicited offer of another company to acquire CPG’s assets or capital stock, which could interfere with the merger; risks relating to unanticipated costs of integration in connection with the proposed merger, including operating costs, customer loss or business disruption being greater than expected; changes in general economic conditions; competitive conditions in CPG’s industry; actions taken by third-party operators, processors and transporters; the demand for natural gas storage and transportation services; CPG’s ability to successfully implement its business plan; CPG’s ability to complete internal growth projects on time and on budget; the price and availability of debt and equity financing; the availability and price of natural gas to the consumer compared with the price of alternative and competing fuels; competition from the same and alternative energy sources; energy efficiency and technology trends; operating hazards and other risks incidental to transporting, storing and gathering natural gas; natural disasters, weather-related delays, casualty losses, acts of war and terrorism and other matters beyond CPG’s control; interest rates; labor relations; large customer defaults; changes in the availability and cost of capital; changes in tax status; the effects of existing and future laws and governmental regulations; and the effects of future litigation, including litigation relating to the merger.

We caution that the foregoing list of factors is not exhaustive. Other unknown or unpredictable factors could also have material adverse effects on our performance or achievements prior to the merger. Discussions of some of these other important factors and assumptions can be found in CPG’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2015, as amended, and CPG’s other filings with the SEC, which are available at http://www.sec.gov. All forward-looking statements included in this proxy statement are expressly qualified in their entirety by such cautionary statements. CPG 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 proxy statement except as required by applicable law.

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PARTIES TO THE MERGER

Columbia Pipeline Group, Inc.

CPG, a Delaware corporation, owns and operates more than 15,000 miles of strategically located interstate pipelines extending from New York to the Gulf of Mexico and one of the largest underground natural gas storage systems in North America, as well as related gathering and processing assets.

CPG common stock is listed on NYSE under the ticker symbol “CPGX”.

The principal executive offices of CPG are located at 5151 San Felipe St., Suite 2500, Houston, Texas, 77056, and its telephone number at that address is (713) 386-3701.

TransCanada Corporation

TransCanada, incorporated under the laws of Canada, is a leader in the responsible development and reliable operation of North American energy infrastructure, including natural gas and liquids pipelines, power generation and gas storage facilities. TransCanada operates a network of natural gas pipelines that extends more than 67,000 kilometres (42,000 miles), tapping into virtually all major gas supply basins in North America. TransCanada is one of the continent’s largest providers of gas storage and related services with 368 billion cubic feet of storage capacity. A growing independent power producer, TransCanada owns or has interests in over 11,400 megawatts of power generation in Canada and the United States. TransCanada is developing one of North America’s largest liquids delivery systems.

TransCanada’s common shares trade on TSX and NYSE under the symbol “TRP”. TransCanada also has outstanding preferred shares that trade on TSX.

The principal executive offices of TransCanada are located at 450 – 1^st Street S.W., Calgary, Alberta, Canada, T2P 5H1, and its telephone number at that address is (403) 920-2000.

TransCanada PipeLines Limited

Parent, incorporated under the laws of Canada, is a wholly owned subsidiary of TransCanada. TransCanada conducts all of its operations through Parent or its subsidiaries.

The principal executive offices of Parent are located at 450 – 1^st Street S.W., Calgary, Alberta, Canada, T2P 5H1, and its telephone number at that address is (403) 920-2000.

TransCanada PipeLine USA Ltd.

US Parent, a Nevada corporation, is a wholly owned subsidiary of Parent and through its subsidiaries and investments operates in three business segments – natural gas pipelines, liquids pipelines and energy.

The principal executive offices of US Parent are located at 700 Louisiana Street, Suite 700, Houston, Texas, 77002, and its telephone number at that address is (832) 320-5201.

Taurus Merger Sub Inc.

Merger Sub, a Delaware corporation, is a wholly owned subsidiary of US Parent, and was formed by Parent on March 4, 2016 solely for the purposes of entering into the merger agreement and effecting the merger. Merger Sub has not conducted any business operations other than that incidental to its formation and in connection with the transactions contemplated by the merger agreement. Upon completion of the merger, Merger Sub will cease to exist as a separate entity.

The principal executive offices of Merger Sub are located at 700 Louisiana Street, Suite 700, Houston, Texas, 77002, and its telephone number at that address is (832) 320-5201.

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INFORMATION ABOUT THE SPECIAL MEETING

Date, Time and Place of the Special Meeting

This proxy statement is being furnished to CPG stockholders as part of the solicitation of proxies by the Board for use at the special meeting to be held on June 22, 2016 at 9:00 a.m., local time, at The St. Regis Houston Hotel, The Astor Ballroom, 1919 Briar Oaks Lane, Houston, Texas 77027, or at any postponement or adjournment thereof.

Purpose of the Special Meeting

At the special meeting, holders of CPG common stock will be asked to consider and vote on:

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE ABOVE PROPOSALS.

CPG stockholders must approve the proposal to adopt the merger agreement in order for the merger to occur. If CPG stockholders fail to approve the proposal to adopt the merger agreement, the merger will not occur. A copy of the merger agreement is attached as Annex A to this proxy statement, which we encourage you to read carefully and in its entirety.

Record Date; Stockholders Entitled to Vote

CPG has fixed the close of business on May 18, 2016 as the record date for the special meeting, and only holders of record of CPG common stock on the record date are entitled to receive notice of, and to vote at (in person or by proxy), the special meeting. You will be entitled to one vote on each matter properly coming before the special meeting for each share of CPG common stock that you owned on the record date. As of the close of business on May 13, 2016 (the closest possible date to the record date for which the number of outstanding shares of CPG common stock is known and it is expected that at the record date the number of such shares outstanding will not have changed significantly), there were 400,401,454 shares of CPG common stock outstanding and entitled to vote, held by 22,120 holders of record.

Stockholders of Record and Beneficial Owners

If your shares of CPG common stock are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered, with respect to those shares of CPG common stock, the “stockholder of record”. This proxy statement and proxy card have been sent directly to you by CPG.

If your shares of CPG common stock are held through a bank, brokerage firm or other nominee, you are considered the “beneficial owner” of shares of CPG common stock held in street name. In that case, this proxy statement has been forwarded to you by your bank, brokerage firm or other nominee who is considered, with respect to those shares of CPG common stock, the stockholder of record. As the beneficial owner, you have the right to direct your bank, brokerage firm or other nominee how to vote your shares by following their instructions for voting. Banks, brokerage firms or other nominees who hold shares in street name for customers generally have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to approving non-routine matters such as the proposal to adopt the merger agreement or the proposal to approve certain compensation arrangements for CPG’s named executive officers in connection with the merger and, as a result, absent specific instructions from the beneficial owner of such shares of CPG

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common stock, banks, brokerage firms or other nominees are not empowered to vote those shares of CPG common stock on non-routine matters. A broker non-vote occurs when a nominee holds shares for a beneficial owner but cannot vote on a proposal because the nominee does not have the discretionary power to do so and has not received instructions from the beneficial owner.

Quorum

The presence in person or by proxy at the special meeting of holders of a majority of the voting power of shares of CPG common stock outstanding and entitled to vote at the special meeting constitutes a quorum for purposes of the special meeting. Shares of CPG common stock represented at the special meeting but not voted, including shares of CPG common stock for which proxies have been received but for which stockholders have abstained, will be treated as present at the special meeting for purposes of determining the presence or absence of a quorum for the transaction of all business. Broker non-votes are not counted as present for purposes of determining whether a quorum is present. If you hold shares of CPG common stock in “street name” and you provide your bank, brokerage firm or other nominee with instructions as to how to vote your shares or obtain a legal proxy from such bank, brokerage firm or other nominee to vote your shares in person at the special meeting, then your shares will be counted as part of the quorum.

Under CPG’s bylaws, in the event that a quorum is not present or represented at the special meeting, the chairperson of the meeting has the power to adjourn the meeting from time to time until a quorum is present or represented.

Attendance

Only stockholders of record, their duly authorized proxy holders, beneficial stockholders with proof of ownership and CPG’s guests may attend the special meeting. An admission ticket and government-issued picture identification will be required to enter the special meeting. Stockholders may obtain a ticket and directions to the special meeting by writing to Columbia Pipeline Group, Inc., Attention: Corporate Secretary, 5151 San Felipe St., Suite 2500, Houston, Texas 77056. If you are a registered stockholder, please indicate that in your request. If you are the representative of a corporate or institutional stockholder, you must present valid photo identification along with proof that you are the representative of such stockholder. If your shares of CPG common stock are held through a bank, brokerage firm or other nominee, you must enclose with your request evidence of your ownership of shares, which you can obtain from your bank, broker, or other nominee. Please submit your ticket request and proof of ownership as promptly as possible in order to ensure you receive your ticket in time for the special meeting. Please note that cameras, recording devices and other electronic devices will not be permitted at the special meeting.

Vote Required; Effect of Failure to Vote, Broker Non-Votes and Abstentions

Approval of the proposal to adopt the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of CPG common stock entitled to vote on such matter at the special meeting. For the proposal to adopt the merger agreement, you may vote “FOR”, “AGAINST” or “ABSTAIN”. Abstentions will not be counted as votes cast in favor of the proposal to adopt the merger agreement, but will count for the purpose of determining whether a quorum is present. A failure to submit a proxy or to vote in person at the special meeting, a broker non-vote or an abstention will have the same effect as a vote “AGAINST” approval of the proposal to adopt the merger agreement.

The proposal to approve, by non-binding, advisory vote, certain compensation arrangements for CPG’s named executive officers in connection with the merger, as described under “Advisory Vote on Merger-Related Compensation for CPG’s Named Executive Officers” beginning on page 110 of this proxy statement, requires the affirmative vote of the holders of a majority of the voting power of shares of CPG common stock present in person or represented by proxy and entitled to vote on the matter at the special meeting. For this proposal, you

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may vote “FOR”, “AGAINST” or “ABSTAIN”. If you attend the special meeting and abstain from voting on this proposal, or if you have given a proxy and abstained on this proposal, this will have the same effect as if you voted “AGAINST” approval of the proposal. If you fail to submit a proxy or attend in person the special meeting, or if you are a beneficial owner and fail to instruct your bank, broker or other nominee how to vote on this proposal, the shares of CPG common stock held by you or your broker will not be counted in respect of, and will not have an effect on, the proposal to approve, by non-binding, advisory vote, certain compensation arrangements for CPG’s named executive officers in connection with the merger.

Voting by CPG’s Directors and Executive Officers

As of May 13, 2016 (the closest possible date to the record date for which the number of outstanding shares of CPG common stock and number of shares held by CPG’s directors and executive officers are known and it is expected that at the record date the number of such shares held by such persons will not have changed significantly), the directors and executive officers of CPG beneficially owned and were entitled to vote, in the aggregate, 1,730,915 shares of CPG common stock (not including any shares of CPG common stock deliverable upon exercise or conversion of any CPG RSUs or CPG PSUs), representing approximately 0.4 percent of the outstanding shares of CPG common stock. The directors and officers have informed CPG that they currently intend to vote all such shares of CPG common stock “FOR” approval of the proposal to adopt the merger agreement and “FOR” approval of the proposal to approve, by non-binding, advisory vote, certain compensation arrangements for CPG’s named executive officers in connection with the merger.

How to Vote Your Shares

If you are a stockholder of record, you may have your shares of CPG common stock voted on matters presented at the special meeting in any of the following ways:

If you are a beneficial owner, you should receive instructions from your bank, brokerage firm or other nominee that you must follow in order to have your shares of CPG common stock voted. Those instructions will identify which of the above choices are available to you in order to have your shares voted. Please note that if you are a beneficial owner and wish to vote in person at the special meeting, you must provide a legal proxy from your bank, brokerage firm or other nominee at the special meeting.

Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on June 22, 2016. If you choose to submit a proxy by mailing a proxy card, your proxy card should be mailed in the accompanying prepaid reply envelope, and your proxy card must be filed with CPG’s Corporate Secretary by the time the special meeting begins.

If you vote by proxy, regardless of the method you choose to vote, the individuals named on the enclosed proxy card, and each of them, with full power of substitution, will vote your shares of CPG common stock in the way that you indicate. When completing the Internet or telephone processes or the proxy card, you may specify

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whether your shares of CPG common stock should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the special meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares of CPG common stock should be voted on a matter, the shares of CPG common stock represented by your properly signed proxy will be voted “FOR” approval of the proposal to adopt the merger agreement and “FOR” approval of the proposal to approve, by non-binding, advisory vote, certain compensation arrangements for CPG’s named executive officers in connection with the merger.

If you have any questions or need assistance voting your shares, please contact D.F. King, our proxy solicitor, by calling toll-free at (877) 864-5058.

IT IS IMPORTANT THAT YOU VOTE YOUR SHARES OF CPG COMMON STOCK PROMPTLY. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE ACCOMPANYING PREPAID REPLY ENVELOPE, OR SUBMIT YOUR PROXY BY THE INTERNET OR TELEPHONE. STOCKHOLDERS WHO ATTEND THE SPECIAL MEETING MAY REVOKE THEIR PROXIES BY VOTING IN PERSON.

Shares Held in the CPG 401(k) Savings Plan

If you are a participant in the CPG 401(k) Savings Plan, your proxy will serve as voting instructions for your shares of CPG common stock held in the plan as of the record date. Participants in the 401(k) Savings Plan may direct the trustee of the plan as to how to vote shares allocated to their 401(k) Savings Plan. The cutoff date for voting for participants in the 401(k) Savings Plan is the close of business on June 17, 2016. If you do not provide voting instructions, the trustee will vote shares allocated to your plan account in the same proportion as those votes cast by plan participants submitting voting instructions considered as a group.

Shares Held in the CPG Employee Stock Purchase Plan

If you are a participant in the CPG Employee Stock Purchase Plan, you should have received a separate proxy voting instruction card from the plan trustee and you have the right to provide voting directions to the plan trustee by submitting your voting instruction card for those shares of CPG common stock that are held by the plan and allocated to your plan account.

Revocation of Proxies

Any stockholder of record has the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, at any time before it is exercised, by voting by proxy again at a later date through any of the methods available to you, by giving written notice of revocation to CPG’s Corporate Secretary, which must be filed with the Corporate Secretary by the time the special meeting begins, or by attending the special meeting and voting in person. Your attendance at the special meeting will not by itself revoke your proxy. Written notice of revocation should be mailed to: Columbia Pipeline Group, Inc., Attention: Corporate Secretary, 5151 San Felipe St., Suite 2500, Houston, Texas 77056.

If you hold shares in street name, you should contact your bank, broker, or other nominee for instructions on how to change your vote.

Adjournments

The special meeting may adjourn to reconvene at the same or some other place. Under CPG’s bylaws, any officer entitled to preside at or to act as secretary of the special meeting has the authority to adjourn the meeting.

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Notice of any adjourned meeting need not be given if the time and place of such adjourned meeting, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken. At the adjourned meeting, any business may be transacted that might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting must be given to each stockholder of record entitled to vote at the meeting.

Solicitation of Proxies; Payment of Solicitation Expenses

CPG has engaged D.F. King to assist in the solicitation of proxies for the special meeting. D.F. King will be paid approximately $15,000 by CPG for these and other advisory services in connection with the special meeting. In addition, CPG has agreed to reimburse D.F. King for certain fees and expenses and will also indemnify D.F. King, its subsidiaries and their respective directors, officers, employees and agents against certain claims, liabilities, losses, damages and expenses. Solicitation initially will be made by mail. Forms of proxies and proxy materials may also be distributed through brokers, banks and other nominees to the beneficial owners of shares of CPG common stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses. Proxies may also be solicited in person or by telephone, facsimile, electronic mail, or other electronic medium by D.F. King or, without additional compensation, by certain of CPG’s directors, officers and employees or by TransCanada and certain of its directors and executive officers. Information about the directors and executive officers of TransCanada can be found in the Annual Information Form included as part of TransCanada’s Annual Report on Form 40-F, which was filed with the SEC on February 11, 2016.

Other Information

You should not send documents representing CPG common stock with the proxy card. If the merger is completed, the paying agent for the merger will send you transmittal materials and instructions for exchanging your shares of CPG common stock for the consideration to be paid to the former CPG stockholders in connection with the merger.

Questions and Additional Information

If you have more questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact D.F. King, our proxy solicitor, by calling toll-free at (877) 864-5058.

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THE MERGER

This discussion of the merger is qualified in its entirety by reference to the merger agreement, which is attached to this proxy statement as Annex A. You should read the entire merger agreement carefully and in its entirety as it is the legal document that governs the merger.

The merger agreement provides that if the proposal to adopt the merger agreement is approved by CPG stockholders and the other closing conditions under the merger agreement have been satisfied or waived, Merger Sub will merge with and into CPG. CPG will be the surviving corporation in the merger, and will continue to exist as a legal entity following the consummation of the merger. As a result of the merger, CPG will no longer be a publicly traded company and will become a direct wholly owned subsidiary of US Parent and an indirect wholly owned subsidiary of TransCanada. If the merger is completed, you will not own any shares of the capital stock of the surviving corporation.

Merger Consideration

In the merger, each outstanding share of CPG common stock (other than cancelled shares and dissenting shares) will automatically be converted into the right to receive an amount in cash equal to the per share merger consideration of $25.50, without interest and less any applicable withholding taxes.

Background of the Merger

On July 1, 2015, CPG was spun off from NiSource and became an independent, publicly traded company. Following the spin-off, the Board and senior management of CPG regularly reviewed and assessed CPG’s long-term business plan and intrinsic value. Over time, that review sought to assess the impact of the dramatic changes unfolding in the global and domestic energy markets, the natural gas and liquids sector and the MLP and financial markets. On July 2, 2015, the first day that CPG common stock began trading “regular way” on NYSE, the closing trading price of shares of CPG common stock was $30.34.

Lazard had a longstanding relationship with NiSource and had regularly provided financial and strategic advice to NiSource’s board of directors and management when CPG’s business was a part of NiSource. Pursuant to an engagement letter dated September 17, 2014, Lazard was engaged, effective as of the consummation of CPG’s spin-off from NiSource, to provide financial advice in connection with CPG’s business plan, capital structure, financing alternatives, liquidity position and ongoing financial matters related to CPPL and, subject to Lazard’s agreement, any significant transaction involving CPG. In addition, pursuant to an engagement letter dated March 19, 2015, Goldman Sachs was engaged by CPG as financial advisor to assist CPG with, among other matters, its analysis and consideration of CPG’s business plan, capital structure, financing alternatives and liquidity position in connection with the planned separation of CPG from NiSource. Goldman Sachs was also engaged, pursuant to an engagement letter dated July 2, 2015, to assist CPG with, among other things, preparing for potential unsolicited acquisition proposals. CPG selected Lazard to act as one of its financial advisors based on Lazard’s qualifications, experience and reputation in investment banking and mergers and acquisitions generally and in the midstream oil and gas industry specifically, as well as its familiarity with the business of CPG. Lazard is an internationally recognized investment banking firm providing a full range of financial advisory and securities services. CPG selected Goldman Sachs to act as one of its financial advisors because Goldman Sachs is an internationally recognized investment banking firm that has substantial experience valuing companies, including in the pipeline industry, and providing strategic and financial advice to companies. In connection with these engagements, both Goldman Sachs and Lazard have participated and provided advice to the Board in connection with certain of its strategic planning and review processes.

On July 6, 2015, the Chief Executive Officer of a large U.S. midstream energy company, which we refer to as Party A, left a voicemail for Robert C. Skaggs, Jr., Chairman of the Board and Chief Executive Officer of CPG, indicating that he would like to discuss with Mr. Skaggs general industry developments and potential

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future opportunities for their two companies. Shortly thereafter, Mr. Skaggs informed certain members of senior management and certain members of the Board of the voicemail from the Chief Executive Officer of Party A.

On July 7, 2015, Mr. Skaggs returned the call to Party A’s Chief Executive Officer and the two had a general discussion about industry developments.

In mid-July 2015, the Chief Executive Officer of another large U.S. diversified utility company, which we refer to as Party B, called Mr. Skaggs to see whether Mr. Skaggs would be interested in meeting to explore potential strategic opportunities for CPG and Party B. Shortly thereafter, Mr. Skaggs informed certain members of senior management and certain members of the Board of his conversation with the Chief Executive Officer of Party B, and they agreed he should follow up on the inquiry.

On July 20, 2015, Mr. Skaggs met with the Chief Executive Officer of Party B. During the meeting, the Chief Executive Officer of Party B made a verbal indication of interest in Party B acquiring CPG at a price of $32.50 to $35.50 per share of CPG common stock, with approximately half of the consideration being comprised of cash and approximately half being comprised of Party B common stock. Party B’s indication of interest was preliminary, non-binding and subject to due diligence, having been based solely on public information and market conditions at the time. On July 20, 2015, the closing trading price of shares of CPG common stock was $29.22.

On August 3 and August 4, 2015, the Board held a meeting that was also attended by certain members of senior management and representatives of Lazard, Goldman Sachs and Sullivan & Cromwell LLP, CPG’s outside counsel and which we refer to as Sullivan & Cromwell. At this meeting, members of senior management reviewed with the Board CPG’s corporate preparedness and protocols for responding to potential unsolicited offers with respect to strategic transactions involving CPG in light of CPG’s new status as a standalone public company. In addition, a representative of Goldman Sachs reviewed with the Board Goldman Sachs’s preliminary financial analysis of CPG on a standalone basis and a representative of Lazard reviewed with the Board Lazard’s preliminary financial analysis of CPG on a standalone basis (which preliminary financial analyses were based on forecasts of CPG’s future financial performance that were provided to Goldman Sachs and Lazard by CPG management). A representative of Sullivan & Cromwell also reviewed with CPG’s directors their fiduciary duties in responding to unsolicited takeover proposals. The Board then reviewed and discussed Party B’s preliminary indication of interest. In evaluating Party B’s indication, the Board considered the preliminary financial analyses presented by each of Goldman Sachs and Lazard, senior management’s view as to the intrinsic value of the company and CPG’s long-term business strategy, including the significant growth projects (including the Mountaineer Xpress, Gulf Xpress, Gibraltar, Leach Xpress and WB Xpress projects) that CPG would be embarking on over the next several years and the value that senior management believed such projects would create for the stockholders of CPG. The Board and management discussed the possibility that Party B would potentially be willing to attribute a higher valuation to CPG with the benefit of additional information about CPG’s planned growth projects and future financial prospects. After considering, among other things, the risks and benefits of providing nonpublic information to Party B, the Board authorized CPG’s management and advisors to negotiate and enter into a non-disclosure agreement with Party B and, following execution of such non-disclosure agreement, to provide Party B with certain non-public information, including information about planned growth projects, in order to facilitate Party B making a more firm, and stronger, proposal.

On August 5, 2015, Mr. Skaggs contacted Party B’s Chief Executive Officer to convey that, before CPG would be willing to seriously engage with Party B, Party B would need to move to a more attractive price range, which, based on the Board’s feedback after taking into account the preliminary financial analyses of each of Goldman Sachs and Lazard, was likely a price per share in the “upper-$30s.” Mr. Skaggs noted that, subject to the parties first entering into a non-disclosure agreement, CPG could provide certain non-public information and make available representatives of senior management to discuss CPG’s financial and growth plan to assist Party B in determining whether it could increase its price into the acceptable range. On August 5, 2015, the closing trading price of shares of CPG common stock was $27.40.

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On August 6, 2015, Party B’s Chief Executive Officer called Mr. Skaggs to confirm Party B’s interest in proceeding, but made no commitment that Party B would necessarily be able to increase its price into the range indicated by Mr. Skaggs during their previous conversation.

On August 7, 2015, the Board held a telephonic meeting that was also attended by certain members of senior management. At the meeting, Mr. Skaggs provided an update on his discussions with Party B’s Chief Executive Officer since the last Board meeting.

On August 12, 2015, CPG and Party B entered into a mutual non-disclosure agreement.

From August 12, 2015 through August 31, 2015, senior management of CPG provided Party B with limited due diligence and non-public financial information regarding CPG.

On August 18, 2015, as part of Party B’s due diligence investigation, members of CPG management met with representatives of Party B to provide a presentation on CPG’s business.

In August 2015, Party B’s financial advisors had several conversations with CPG’s financial advisors during which they indicated that, as a result of a decline in CPG’s stock price, Party B would probably not be willing to acquire CPG even in the $32.50 to $35.50 price range indicated on July 20, 2015, and that any offer that ultimately materialized would likely be significantly below that range.

On August 31, 2015, as a result of the decline in CPG’s stock price and general stock market volatility, Party B indicated that it would no longer be willing to acquire CPG for a price per share in the range that had been indicated by Party B on July 20, but did not provide an alternative indicative offer range. CPG and Party B agreed to terminate discussions regarding a potential transaction and CPG asked Party B to return or destroy confidential information pursuant to the terms of their non-disclosure agreement. On August 31, 2015, the closing trading price of shares of CPG common stock was $25.36.

On September 1, 2015, the Board held a telephonic meeting that was also attended by certain members of senior management. During the meeting, Mr. Skaggs informed the Board that CPG and Party B had agreed to terminate discussions.

On October 9, 2015, François Poirier, Senior Vice-President, Strategy and Corporate Development, of TransCanada, called Stephen P. Smith, Chief Financial Officer of CPG, requesting that the two meet for dinner later that month when Mr. Poirier would be in town. Messrs. S. Smith and Poirier had a prior business relationship as a result of Mr. Poirier having acted as J.P. Morgan’s relationship manager for American Electric Power Co. while Mr. S. Smith was serving as Treasurer of that company.

On October 19 and October 20, 2015, the Board held a meeting that was also attended by certain members of senior management and representatives of Goldman Sachs, Lazard and Sullivan & Cromwell. During the meeting, the members of the Board and management discussed the impact of deteriorating global financial market conditions, especially for companies in the energy industry, on CPG’s business, prospects and strategic and financing plans. It was noted that CPG’s equity financing requirements over the next several years were substantial given its significant planned growth project investments over that timeframe. It was observed that the trading price of shares of CPG common stock had fallen from its post-spin-off high closing price of $30.76 on July 7, 2015 to a closing price as low as $17.70 on September 29, 2015, and that, on the last trading day prior to the Board meeting, shares of CPG common stock had closed at a price of $21.20. In addition, the price of CPPL common units had declined to a price that adversely affected the ability to use CPPL as an equity financing vehicle to fund CPG’s growth plans. They also discussed the impact of CPG’s increase in cost of equity on the value of CPG’s growth plans. In this context, representatives of Goldman Sachs and Lazard each reviewed with the Board their respective analyses of financing alternatives available to CPG. Representatives of Goldman Sachs and Lazard also discussed their respective preliminary financial analyses of CPG on a standalone basis, updated

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to reflect changes in such analyses since the August 4, 2015 Board meeting, including the potential impact of various financing plan alternatives on their respective preliminary financial analyses of CPG. At the conclusion of these presentations, Mr. Skaggs suggested to the Board that, in light of the equity financing risks facing CPG, the Board consider pursuing a dual-track strategy in which CPG would, on the one hand, plan and prepare for a near-term equity offering, either at the CPG level or the CPPL level, and, on the other hand, engage in exploratory discussions with select parties in the industry that may have an interest in a potential financing or strategic transaction with CPG. Mr. S. Smith mentioned that he would be having dinner the following week with Mr. Poirier of TransCanada, although Mr. Poirier had not mentioned discussing a potential transaction, Mr. S. Smith thought it was possible that the subject could come up. The Board provided senior management with their views on the timing and terms of a potential equity offering, and also authorized senior management and Goldman Sachs to explore whether any industry participants had a potential interest in pursuing financing or strategic transactions with CPG.

On October 26, 2015, Mr. Skaggs called Party B’s Chief Executive Officer to inform him that CPG would likely be moving forward with a large equity offering in the near-term and that if Party B were still interested in pursuing a transaction with CPG, Party B would need to move relatively quickly. Party B’s Chief Executive Officer indicated that Party B remained interested and that he would report back to Mr. Skaggs after Party B’s next board of directors meeting on October 29, 2015.

Also on October 26, 2015, Mr. S. Smith and Mr. Poirier met for dinner. During their conversation, Mr. Poirier indicated that TransCanada was interested in a potential acquisition of CPG. After the dinner, Mr. S. Smith informed Mr. Skaggs, Glen L. Kettering, President of CPG, and Robert E. Smith, CPG’s General Counsel, of TransCanada’s interest in pursuing a transaction with CPG.

On October 29, 2015, the Board had a telephonic meeting that was also attended by certain members of senior management and representatives of Goldman Sachs and Lazard. During the meeting, Mr. Skaggs provided an update on the status of discussions with Party B and indicated that he expected to receive further information following a meeting of Party B’s board of directors that was scheduled for later that same day. Mr. S. Smith also provided an update on his dinner meeting with Mr. Poirier. The Board determined that Party B would likely have a greater ability to pay a higher price compared to TransCanada based on CPG’s then-recent stock price performance and balance sheet considerations, but authorized management to respond to TransCanada if Party B did not make a serious, attractive offer. Following discussions with management and CPG’s financial advisors, and taking into account the preliminary financial analyses of each of Goldman Sachs and Lazard that had been presented to the Board at its meeting on October 19 and 20, 2015, as well as the historical trading price of CPG common stock, the consensus of the Board was that for CPG to abandon its planned equity offering to pursue a proposal from a third party, such proposal would need to be for a price around $28 per share. The Board also discussed the severe downturn in the industry and the difficult capital markets environment that had emerged for MLP financing and for pipeline companies in general. The Board considered the significant amount of financing that would be needed in order to execute CPG’s growth plan and the increased pricing and execution risks that would occur as the financing need grew closer in time. After discussing financing market conditions with CPG’s financial advisors, management recommended, and the Board agreed that, CPG should be careful not to miss an opportunity for a favorable equity financing transaction. On October 29, 2016, the closing trading price of shares of CPG common stock was $20.56.

On November 2, 2015, Mr. Skaggs met with Party B’s Chief Executive Officer, who indicated that a transaction at $28 per share would be too dilutive and the premium too large to be acceptable to Party B. He instead proposed two potential approaches: (i) a joint acquisition of CPG by Party B and a large U.S. utility company, which we refer to as Party C, in an all-stock, modified “merger of equals” transaction with a modest premium or (ii) an equity investment by Party B in certain CPG subsidiaries or joint ventures. Mr. Skaggs updated certain members of senior management and the Board on his conversation and they agreed he should seek additional information regarding the joint acquisition with Party C.

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On November 6, 2015, Mr. S. Smith contacted Mr. Poirier to indicate that CPG was prepared to enter into a non-disclosure agreement and provide certain non-public information to TransCanada to facilitate TransCanada making an acquisition proposal.

On November 7, 2015, Mr. Skaggs called Party B’s Chief Executive Officer to convey that CPG was interested in learning more about the potential joint acquisition by Party B and Party C. Thereafter, a representative from Party B contacted Mr. S. Smith to discuss transaction structure considerations and later provided a transaction structure diagram to Mr. S. Smith. Over the next several days, CPG’s management and Sullivan & Cromwell analyzed Party B’s proposed structure from tax and corporate perspectives.

On November 9, 2015, CPG and TransCanada entered into a mutual non-disclosure agreement.

On or about November 9, 2015, Mr. Skaggs and Party A’s Chief Executive Officer had a call regarding general industry and financial market conditions, during which Mr. Skaggs conveyed CPG’s inclination to proceed with an equity financing transaction in the near term. During their conversation, Party A’s Chief Executive Officer made a general reference to potential strategic opportunities for CPG and Party A, but provided no specifics regarding a potential transaction and did not request a follow-up meeting or conversation to discuss the subject further.

On November 10, 2015, CPG engaged Goldman Sachs to act as its financial advisor in connection with the possible sale of all or a substantial portion of CPG.

Also on November 10, 2015, Mr. R. Smith contacted Party B’s General Counsel to discuss amending the existing non-disclosure agreement between CPG and Party B to permit Party B to share information with Party C in formulating a potential joint proposal for CPG by Party B and Party C. Mr. R. Smith also contacted Party C’s General Counsel the same day to coordinate the exchange of a draft non-disclosure agreement.

On November 11, 2015, CPG and Party B entered into a letter agreement amending their existing non-disclosure agreement to permit the sharing of information between Party B and Party C.

Also on November 11, 2015, at the direction of CPG management, a representative of Goldman Sachs contacted a representative of a large, privately held energy company, which we refer to as Party D, to informally explore Party D’s interest in a private investment in public equity (PIPE) investment in CPG. In response to such outreach, Party D expressed to the representative of Goldman Sachs that Party D would potentially be interested in an acquisition of CPG and requested a meeting with CPG management.

On November 12, 2015, CPG and Party C entered into a mutual non-disclosure agreement. The non-disclosure agreement permitted Party C to share confidential information about CPG with Party B for the purpose of facilitating a joint proposal by Party B and Party C to acquire CPG.

On November 13, 2015, Messrs. S. Smith and Kettering met with Mr. Poirier, Alexander J. Pourbaix, Chief Operating Officer of TransCanada, and Karl Johannson, Executive Vice-President and President, Natural Gas Pipelines of TransCanada, to discuss a potential acquisition of CPG by TransCanada. The focus of the meeting was on CPG’s general business, and the specific terms and structure of an acquisition were not discussed.

On November 17, 2015, CPG and Party D entered into a mutual non-disclosure agreement.

From date of entry into their respective non-disclosure agreements (or, in the case of Party B, the letter agreement amending its existing non-disclosure agreement) through November 24, 2015, TransCanada, Party B, Party C and Party D conducted due diligence on CPG, which included several conference calls with management of CPG.

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Later on November 17, 2015, the Board held a telephonic meeting that was also attended by certain members of senior management and representatives of Goldman Sachs and Lazard. At the meeting, Mr. Skaggs provided an update on the “dual-track” approach that had been approved at the Board meeting held on October 19 and October 20, 2015. With respect to the financing track, Mr. Skaggs noted that management had developed a path forward for an equity offering and described the proposed structure and key terms of such offering. With respect to the strategic alternatives track, Mr. Skaggs provided an update on the discussions with TransCanada, Party B (including Party B’s potential joint proposal with Party C) and Party D, but noted that such discussions were of a preliminary nature and had not yet generated a credible proposition that warranted delaying a near-term equity financing transaction. Mr. Skaggs also informed the Board that Party A’s Chief Executive Officer had again expressed interest in a potential strategic transaction with CPG but had only spoken in terms of generic transaction considerations and had not provided a specific, actionable proposal or requested a substantive follow-up meeting or conversation. Expressing management’s view that, in light of the volatility in capital markets, CPG may miss an optimal window to do a needed equity financing if it delayed an offering launch past early December, Mr. Skaggs then recommended on behalf of management that the Board authorize CPG to prepare for an offering of approximately $1 billion of equity and preferred securities of CPG to be launched as early as the week of November 30, 2015, and informed the Board that management would keep the Board updated on discussions with potential strategic counterparties on a concurrent basis in case any developments would warrant a change in the financing strategy. After discussion, the Board confirmed its concurrence with management’s recommendation.

On November 19, 2015, Party D’s Chief Executive Officer called Mr. Skaggs to confirm that Party D had an interest in acquiring CPG and that he wanted to discuss timing considerations given CPG’s planned equity financing. Mr. Skaggs communicated that CPG was planning to move forward with a near-term equity offering and that, if Party D was seriously interested in pursuing a transaction, Party D would need to make a proposal indicating the price at which it would be willing to acquire CPG no later than November 24, 2015 so that the Board could consider any such proposal at its meeting scheduled for November 25, 2015. Around the same time, Messrs. Skaggs and S. Smith communicated a similar message to Russell K. Girling, the Chief Executive Officer of TransCanada, and Mr. Poirier.

On November 24, 2015, TransCanada and Party D each made verbal indications of interest to Mr. Skaggs. Mr. Girling indicated that TransCanada’s management was supportive of pursuing an all-cash acquisition at a price per share of CPG common stock in the range of $25 to $26. He also stated that though TransCanada’s board of directors had been informed and was supportive of the non-binding indication of interest, a binding offer would be subject to its further approval. The Chief Executive Officer of Party D indicated that Party D was interested in acquiring CPG at a price per share of CPG common stock of $23.50 in cash. Both indications of interest were preliminary and subject to further due diligence on CPG. Party B did not submit an indication of interest (either individually or jointly with Party C). On November 24, 2015, the closing trading price of shares of CPG common stock was $19.38.

On November 25, 2015, the Board held a telephonic meeting that was also attended by certain members of senior management and representatives of Goldman Sachs and Lazard. During the meeting, Mr. Skaggs provided the Board with an update on the status of strategic discussions and the non-binding proposals received from TransCanada and Party D, and noted that Party B did not make a proposal (either individually or jointly with Party C). The Board also discussed with management the terms on which it appeared a financing transaction would be executed. Based on the terms of the preliminary offers, the Board’s view that it was important that the equity financing window not be missed, the risk and lack of certainty that an acceptably priced transaction would be executed with TransCanada or Party D and the financial analyses provided by each of Goldman and Lazard that had previously been shared with the Board, management recommended that strategic discussions be terminated and that the equity offering be pursued as recommended and discussed at the Board’s November 17 meeting. The Board determined to proceed according to management’s recommendation.

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Following the November 25, 2015 Board meeting, Mr. Skaggs contacted the Chief Executive Officer of each of TransCanada and Party D and indicated that the Board was not supportive of CPG pursuing a transaction at the prices indicated in their respective proposals and as a result, CPG would be moving forward with its planned equity offering. Immediately thereafter, CPG terminated discussions with respect to a potential transaction with TransCanada, Party B, Party C and Party D and asked each party to return or destroy confidential information pursuant to the terms of their respective non-disclosure agreements.

In a follow-up call with Mr. Skaggs a few days after their conversation on November 25, 2015, Mr. Girling indicated that perhaps TransCanada would be willing to increase its price; however, Mr. Skaggs said CPG could not put its equity offering on hold for an indicative offer that was not yet in an acceptable price range, had not been approved by TransCanada’s board and would require at a minimum 30 to 45 days of additional due diligence.

In December 2015, CPG completed an equity financing transaction.

In early January 2016, Mr. Poirier called Mr. S. Smith to request a meeting. On January 7, 2016, Messrs. Poirier and S. Smith met and Mr. Poirier indicated that TransCanada was still interested in acquiring CPG and wanted to conduct due diligence for 30 to 45 days in order to formulate a firm proposal. He informed Mr. S. Smith that, despite the market’s extreme volatility, TransCanada’s view as to the fundamental value of CPG had not changed since the parties had first discussed a potential transaction. Mr. S. Smith said he would have to discuss the matter with Mr. Skaggs and the rest of the Board, but indicated that TransCanada would need to increase its price from that proposed in November 2015. Mr. S. Smith promptly informed Messrs. Skaggs, Kettering and R. Smith of his meeting. On January 7, 2016, the closing trading price of shares of CPG common stock was $18.37. Unlike TransCanada, none of Party B, Party C or Party D sought to re-engage in discussions with CPG after discussions were terminated in November 2015.

Throughout the month of January 2016, Mr. Skaggs, during his regularly scheduled one-on-one meetings with the Board’s directors, informed the directors that TransCanada seemed to be interested in re-engaging with CPG about a potential transaction.

In mid-January 2016, TransCanada re-commenced its due diligence investigation of CPG, with such investigation still being subject to the non-disclosure agreement that the parties had entered into on November 9, 2015. TransCanada conducted due diligence on CPG, and CPG responded to TransCanada’s requests for information, through March 17, 2016.

On January 25, 2016, Mr. Girling contacted Mr. Skaggs and indicated that TransCanada would be interested in pursuing an all-cash acquisition of CPG at a price per share of CPG common stock in the range of $25 to $28. Mr. Skaggs expressed the view that any transaction would need to be at the top end of that range. Mr. Girling also indicated that TransCanada would not be willing to undertake the additional time and expense required to do further due diligence and negotiate definitive transaction documentation unless CPG were to agree to provide TransCanada with exclusivity. Mr. Skaggs informed Mr. Girling that he would discuss TransCanada’s indication and exclusivity request with the Board.

On January 28 and January 29, 2016, the Board held a meeting that was also attended by certain members of senior management and representatives of Goldman Sachs and Sullivan & Cromwell. Mr. Skaggs updated the Board on the status of discussions with TransCanada and recounted his January 25, 2016 conversation with Mr. Girling, including TransCanada’s indicative price range and the request for exclusivity. A representative of Goldman Sachs presented Goldman Sachs’ preliminary views with respect to certain financial considerations relating to a potential transaction with TransCanada. The Board then discussed TransCanada’s indicative offer, CPG’s strategic positioning in the industry and whether CPG should solicit interest from, or re-engage with, other potentially interested counterparties, including Party A, Party B, Party D and others. The Board considered that the per share price contemplated by TransCanada’s indicative offer represented a premium of approximately 29% to 45% over the volume-weighted average trading price of CPG common stock over the 20-trading-day

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period ending on January 8, 2016, a premium of 37% to 53% over the volume-weighted average trading price of CPG common stock over the 20-trading-day period ending on January 22, 2016, and a premium of 41% to 58% over the closing price of CPG common stock on January 22, 2016. The Board also considered the risk of TransCanada terminating discussions with CPG if CPG refused to agree to grant TransCanada an exclusivity period and other possible advantages and disadvantages of granting TransCanada exclusivity, and thereafter authorized management and Sullivan & Cromwell to negotiate, and CPG to enter into, an exclusivity agreement with TransCanada. Also at the meeting, Mr. S. Smith presented management’s proposed business and financial plan for the next six-year period, which we refer to as the 0&12 plan, which included a preliminary version of the CPG financial forecasts. The members of the Board and management discussed the plan, including the assumptions, sensitivities, capital and operating and maintenance costs, pension financing assumptions and other financing assumptions and requirements. The Board approved providing such preliminary plan, including the preliminary CPG financial forecasts, to CPG’s financial advisors and TransCanada.

After the Board meeting, on January 28, 2016, Mr. Skaggs contacted Mr. Girling to inform him that the Board had authorized CPG to grant exclusivity to TransCanada for a period of 30 days and to move forward with negotiating and finalizing the terms of a transaction. Also on January 28, 2016, CPG and TransCanada entered into an addendum to their non-disclosure agreement to provide procedures to permit certain representatives of TransCanada to access certain specific confidential information regarding CPG.

From January 28, 2016 until February 1, 2016, CPG and Sullivan & Cromwell negotiated the terms of the exclusivity agreement with TransCanada and Mayer Brown LLP, outside counsel to TransCanada and which we refer to as Mayer Brown, which was executed by CPG and TransCanada on February 1, 2016. The exclusivity agreement provided TransCanada with exclusivity until 5:00 p.m., Central Time, on March 2, 2016. Under the terms of the exclusivity agreement, TransCanada was required to notify CPG during the exclusivity period if TransCanada was no longer interested in pursuing a potential transaction on terms at least as favorable to the stockholders of CPG as the terms discussed by Messrs. Skaggs and Girling on January 25, 2016, and the exclusivity period would automatically terminate upon receipt of such notice. In addition, notwithstanding the exclusivity restriction during the exclusivity period, CPG was able to engage with, provide due diligence information to and potentially enter into a transaction with any third party that provided CPG with a bona fide written unsolicited acquisition proposal so long as the Board determined in good faith, after consultation with its outside legal counsel, that the failure to take such action would reasonably be expected to be a breach of the Board’s fiduciary duties.

On February 3, 2016, members of management of CPG and TransCanada held a conference call, with representatives of Sullivan & Cromwell and Mayer Brown participating, to discuss preliminary considerations around transaction structure.

On February 4, 2016, an initial draft of the merger agreement was provided to TransCanada. The draft proposed, among other things, (i) a “hell or high water” provision that required TransCanada to take any and all actions necessary to obtain antitrust approval for the merger (including offering and agreeing to divestitures with respect to its existing business or CPG’s business and/or litigating to resist or eliminate any order seeking to delay or prohibit the merger), (ii) a termination fee of 2% of the equity value of the transaction, (iii) a right for the Board to change its recommendation that the stockholders of CPG vote to adopt the merger agreement (even in the absence of a superior proposal or an intervening event) if the Board determined in good faith, after consulting with its outside legal counsel, that the failure to do so would be inconsistent with the directors’ fiduciary duties to stockholders, (iv) preserving the flexibility of CPG and CPPL to increase dividends on shares of CPG common stock and distributions of CPPL common units in a manner consistent with CPG’s and CPPL’s then-existing public statements and (v) preserving the flexibility of CPG and CPPL to consummate certain intercompany and related financing transactions prior to closing of the merger. The draft did not condition the closing of the merger on receipt of the CFIUS Clearance (as defined in the section entitled “The Merger—Regulatory Approvals” beginning on page 83 of this proxy statement). Though the draft was structured as a one-step merger, it indicated that CPG would prefer utilizing a tender offer structure if practicable given the potential timing advantages.

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On February 5, 2016, the Board held a telephonic meeting that was also attended by certain members of senior management and representatives of Goldman Sachs and Sullivan & Cromwell. During the meeting, Mr. Skaggs provided a status update on discussions with TransCanada regarding a potential transaction and discussed the preliminary regulatory analysis relating to such a transaction. Mr. Skaggs also reviewed with the Board the key terms of the draft merger agreement provided to TransCanada. A representative from Sullivan & Cromwell responded to questions from directors regarding the terms of the merger agreement. At the end of the meeting, CPG’s directors met in executive session, initially with representatives from Sullivan & Cromwell participating.

From February 8 through February 12, 2016, in discussions between the management of each of CPG and TransCanada and discussions between their respective financial advisors, TransCanada’s representatives indicated that a tender offer structure would not be feasible from TransCanada’s perspective given certain tax and financing considerations.

On February 12, 2016, Messrs. Skaggs and Girling had a call to discuss the status of various workstreams and transaction process considerations.

Later on February 12, 2016, the Board held a telephonic meeting that was also attended by certain members of senior management and representatives of Goldman Sachs and Sullivan & Cromwell. During the meeting, Mr. Skaggs reported to the Board on certain financial and operational aspects of CPG’s business, including the trading prices of CPG common stock and common units of CPPL relative to the equity securities of other companies in the industry and an update on the credit ratings of certain key customers. Mr. Skaggs then provided an update on discussions with TransCanada, noting that due diligence was progressing on schedule. Mr. Skaggs also provided a general overview of TransCanada’s plan to finance the acquisition through a combination of debt, equity and asset sales, and noted that TransCanada had engaged certain credit rating agencies for a rating assessment service in connection with TransCanada’s financing plan for the acquisition and expected to receive a response from the credit rating agencies on February 19, 2016. Mr. Skaggs reported to the Board that the management of TransCanada and CPG had not had discussions regarding price given the volatility of the equity markets at that time, but noted that TransCanada had indicated they expected they would be in a position to make a more firm proposal on price around February 24, 2016. At the conclusion of the meeting, CPG’s directors met in executive session, initially with representatives from Sullivan & Cromwell participating.

On February 16, 2016, representatives of TransCanada provided additional information to representatives of CPG regarding TransCanada’s financing plan.

On February 17, 2016, TransCanada sent a revised draft of the merger agreement to CPG.

On February 19, 2016, representatives of Sullivan & Cromwell and Mayer Brown held a conference call to discuss certain issues raised by TransCanada’s revised draft of the merger agreement, including the omission of TransCanada as a party to the merger agreement and certain financing-related provisions.

Also on February 19, 2016, Mr. Poirier called Mr. S. Smith to inform him that the outcome of the rating assessment services was such that TransCanada could not proceed with its currently contemplated financing plan. Mr. Poirier expressed disappointment with the result, and indicated that TransCanada was considering revising its financing plan to be re-presented to the credit rating agencies in order to achieve the goal of financing the acquisition in a manner that would allow TransCanada to preserve Parent’s credit rating.

Also on February 19, 2016, the Board held a telephonic meeting that was also attended by certain members of senior management and representatives of Goldman Sachs and Sullivan & Cromwell. During the meeting, Mr. Skaggs reviewed the status of due diligence, financing and the merger agreement discussions. At the conclusion of the meeting, CPG’s directors met in executive session, initially with representatives of Sullivan & Cromwell participating.

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On February 20, 2016, CPG sent a revised draft of the merger agreement to TransCanada.

On February 21, 2016, CPG sent an initial draft of the CPG disclosure letter to TransCanada.

On February 22, 2016, members of management of CPG and TransCanada and representatives of Sullivan & Cromwell and Mayer Brown met to negotiate the terms of the merger agreement. During the meeting, CPG and TransCanada and their legal advisors engaged in discussions and negotiations regarding, among other things, (i) the transaction structure, (ii) the scope of each party’s representations and warranties in the merger agreement, (iii) the scope of the restrictions on CPG’s operations of its business between signing of the merger agreement and closing of the merger, (iv) the provisions permitting the Board to effect a change of recommendation in certain circumstances, (v) financing and regulatory matters, (vi) the circumstances in which a termination fee would become payable by CPG to Parent and the size of such fee and (vii) certain closing conditions. TransCanada indicated that it was not willing to accept a “hell-or-high-water” approach to the antitrust covenant and that there would need to be some limitations on TransCanada’s obligations to obtain regulatory approval for the merger, but the specific limitations were not discussed and the parties agreed to delay further discussions on the subject pending additional regulatory analysis. The parties further agreed to delay discussions on the size of the termination fee and to negotiate such term in conjunction with negotiation of the purchase price.

On February 23 and 24, 2016, certain members of CPG and TransCanada management and representatives of Sullivan & Cromwell and Mayer Brown engaged in further discussions regarding the terms of the merger agreement, including with respect to certain employee matters.

On February 24, 2016, following a meeting of TransCanada’s board of directors, Mr. Girling informed Mr. Skaggs that, though TransCanada’s management and board of directors remained committed to pursuing a potential acquisition of CPG, TransCanada would require additional time to develop a financing plan that would support an acquisition of CPG within the range of $25 to $28 per share of CPG common stock while preserving Parent’s credit rating. Mr. Girling noted that TransCanada’s board of directors had supported several new financing scenarios reflecting, among other assumptions, various increased equity financing scenarios. TransCanada would plan to present such scenarios to the rating agencies the following week and, assuming a satisfactory outcome, would be prepared to commence price negotiations with CPG during the late part of the week of February 29. Mr. Skaggs told Mr. Girling he would update the Board on the latest developments at the Board’s meeting on February 26, 2016, and, after conferring with the Board, would report back to confirm CPG’s continued engagement. Mr. Skaggs promptly conveyed Mr. Girling’s remarks in a written update to the Board.

On February 26, 2016, the Board held a telephonic meeting that was also attended by certain members of senior management and representatives of Goldman Sachs and Sullivan & Cromwell. During the meeting, Mr. Skaggs recounted his most recent conversation with Mr. Girling. Mr. Skaggs also updated the Board on the progress of other transaction-related workstreams, noting that TransCanada had largely completed due diligence and that the most significant open points on the merger agreement (other than price and the size of the termination fee) concerned the regulatory and financing provisions. At the conclusion of the meeting, CPG’s directors met in executive session, initially with representatives from Sullivan & Cromwell participating.

On February 27, 2016, TransCanada sent a revised draft of the merger agreement to CPG.

On or about February 28, 2016, CPG provided an updated version of the 0&12 plan, which included the CPG financial forecasts, to its financial advisors and TransCanada.

On March 1 and March 2, 2016, certain members of management of CPG and TransCanada and representatives of Sullivan & Cromwell and Mayer Brown met to negotiate the terms of the merger agreement. During the meeting, TransCanada provided CPG with additional details regarding TransCanada’s plans for financing the transaction. CPG and TransCanada and their respective legal advisors engaged in discussions and negotiations regarding, among other things, (i) the scope of CPG’s representations and warranties in the merger

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agreement, (ii) the scope of the restrictions on CPG’s operations of its business between signing of the merger agreement and closing of the merger, including with respect to payment of dividends, the ability to engage in certain financing transactions involving CPPL, the ability to amend and enter into new contracts and the incurrence of debt, (iii) CPG’s and the TransCanada parties’ obligations under the financing covenants, (iv) TransCanada’s obligations with respect to obtaining regulatory approvals and (v) certain matters relating to employees. At the conclusion of the meetings, CPG and TransCanada and their respective legal advisors discussed logistics and the timeline leading up to announcement of a potential transaction.

Later on March 2, 2016, CPG and TransCanada entered into a letter agreement extending the exclusivity period under their existing exclusivity agreement through 11:59 p.m., Central Time, on March 8, 2016.

Late on March 3, 2016, Sullivan & Cromwell sent a revised draft of the merger agreement to TransCanada and Mayer Brown.

On March 4, 2016, Sullivan & Cromwell sent an updated draft of the CPG disclosure letter to Mayer Brown.

Also on March 4, 2016, TransCanada sent comments to CPG and Sullivan & Cromwell on the antitrust covenant reflected in Sullivan & Cromwell’s most recent draft of the merger agreement.

Also on March 4, 2016, Mr. Poirier called Mr. S. Smith to inform him that TransCanada was satisfied that its most recent revised financing plan would allow Parent to maintain its current credit rating. Mr Girling confirmed that TransCanada’s board of directors would be meeting on March 5, 2016, and that TransCanada expected to make a proposal to CPG on price following such meeting.

Later on March 4, 2016, the Board held a telephonic meeting that was also attended by certain members of senior management and representatives of Goldman Sachs and Sullivan & Cromwell. During the meeting, Mr. Skaggs provided an update to the Board on the status of negotiations with TransCanada and the outcome of the rating agencies’ assessment services based on review of TransCanada’s most recent financing plan. Mr. Skaggs reported that, with the exception of price and the size of the termination fee, most of the significant open points on the merger agreement had been resolved, and the parties and their respective legal advisors expected to finalize the merger agreement over the next several days assuming agreement was reached on the open economic terms. Because the non-disclosure agreement between TransCanada and CPG prohibited TransCanada from making a proposal absent an invitation to do so from the Board, the Board authorized management to send a written communication to TransCanada requesting on behalf of the Board that TransCanada make a proposal to acquire CPG. During the meeting, representatives from Sullivan & Cromwell responded to questions from directors regarding the terms of the merger agreement and the directors’ fiduciary duties.

Later on March 4, 2016, Mr. R. Smith sent an e-mail communication to Christine Johnston, Vice-President, Law and Corporate Secretary of TransCanada, informing Ms. Johnston that the Board had authorized him to advise TransCanada that the Board requested TransCanada to make an offer to acquire CPG at any meetings or during any telephone calls between representatives of TransCanada and CPG prior to the expiration of the exclusivity period.

On March 5, 2016, a representative of Blake, Cassels & Graydon LLP, TransCanada’s Canadian counsel and which we refer to as Blakes, sent drafts of TransCanada’s financing commitment papers to representatives of Bennett Jones LLP, CPG’s Canadian counsel and which we refer to as Bennett Jones.

Also on March 5, 2016, CPG and Lazard executed a letter confirming the engagement of Lazard, as contemplated by their existing engagement letter dated September 17, 2014, to act as CPG’s financial advisor with respect to any sale of all or a majority of the outstanding common stock or assets of CPG and any unsolicited offer to acquire CPG and agreeing on fees and related terms in connection with such engagement.

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Also on March 5, 2016, members of management of CPG and TransCanada and representatives of Sullivan & Cromwell, Mayer Brown and Crowell & Moring LLP, TransCanada’s regulatory counsel, held a conference call to discuss TransCanada’s comments on the regulatory covenant in the merger agreement that had been sent to CPG the previous day. At the conclusion of such conference call, the parties had largely reached agreement regarding TransCanada’s obligations under such covenant, subject to finalizing the language to reflect such agreement.

On March 5, 2016, following the meeting of TransCanada’s board of directors, Mr. Poirier called Mr. S. Smith and indicated that Mr. Girling would be calling Mr. Skaggs later that day to make a formal offer to acquire CPG at $24 per share. Mr. S. Smith expressed the view that, based on prior discussions regarding value with the Board, such a price was not in an acceptable range. He conveyed management’s expectation that TransCanada’s proposal would be closer to $26.50 per share of CPG common stock, though at the very least, management had expected TransCanada’s proposal would be in the range indicated by Mr. Girling on January 25, 2016, which was the basis for CPG entering into exclusivity with TransCanada. Mr. S. Smith suggested that TransCanada increase its offer prior to the telephonic Board meeting scheduled for later that day.

Later on March 5, 2016, Mr. Girling made a verbal proposal to Mr. Skaggs for TransCanada to acquire all of the shares of CPG common stock for $25.25 per share in cash, indicating that it was the highest price he had the authority to offer. Mr. Skaggs indicated that, while he would report TransCanada’s proposal to the Board for its consideration, CPG’s senior management could not recommend that the Board accept such an offer. Mr. Skaggs then reported the terms of TransCanada’s proposal to the Board and senior management of CPG.

Later on March 5, 2016, the Board held a telephonic meeting that was also attended by certain members of senior management and representatives of Goldman Sachs and Sullivan & Cromwell. Mr. Skaggs recounted the events following TransCanada’s board meeting earlier that day and reported that, although TransCanada had increased its offer over the course of the day from $24 to $25.25 per share of CPG common stock, the management of CPG did not recommend in favor of the Board accepting such offer. After discussion, the Board directed management to communicate to TransCanada that the Board had rejected TransCanada’s proposal.

After the Board meeting on March 5, 2016, Mr. Skaggs contacted Mr. Girling and informed him that the Board had rejected TransCanada’s offer to acquire CPG at $25.25 per share of CPG common stock. Mr. Girling gave no indication that TransCanada was authorized or willing to make an offer at a higher price and expressed disappointment that it appeared the transaction would not be moving forward.

Later on March 5, 2016, Mr. Poirier called Mr. S. Smith to communicate that TransCanada did not have the ability to increase its offer. Shortly thereafter, Mr. Skaggs provided an update to the Board on his conversation with Mr. Girling and Mr. S. Smith’s conversation with Mr. Poirier.

On the morning of March 6, 2016, a representative of Wells Fargo Securities, LLC, TransCanada’s financial advisor and which we refer to as Wells Fargo, called a representative of Goldman Sachs to convey that TransCanada’s board of directors continued to see significant value potential in the combination of TransCanada’s and CPG’s businesses. The representative of Wells Fargo noted that he could not foresee any circumstances in which TransCanada’s management or board of directors would support an acquisition at a price of $26.50 per share of CPG common stock; however, he indicated that TransCanada might be willing to re-convene its board of directors to seek authority to increase its offer price above $25.25 per share if CPG’s management would be willing to propose a price that would be acceptable to CPG (though noting that such price needed to be lower than $26.50). The Goldman Sachs representative promptly reported his conversation with the Wells Fargo representative to CPG’s senior management.

Later on March 6, 2016, after receiving the update from the representative of Goldman Sachs, certain members of CPG’s senior management held a conference call to consider whether they would be willing to recommend a price below $26.50 to the Board and, after reviewing the most recent preliminary standalone

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financial analyses of CPG that had been prepared by each of CPG’s financial advisors, CPG’s senior management concluded that it would be willing to make a recommendation to the Board that it accept a price per share of CPG common stock of $26.

Later on March 6, 2016, Mr. S. Smith, after consulting with Mr. Skaggs and the Board’s lead independent director, called Mr. Poirier to request that TransCanada consider making a revised proposal at $26 per share of CPG common stock, noting that the Board had not approved that price and that there was no assurance that the Board would authorize CPG to engage in a transaction at that price. Later that same day, Mr. Girling informed Mr. Skaggs that TransCanada’s management would be meeting the following morning to determine whether it could support and recommend to TransCanada’s board of directors an acquisition of CPG at a price of $26 per share.

On the evening of March 6, 2016, the Board held a telephonic meeting that was also attended by certain members of senior management and representatives of Goldman Sachs and Sullivan & Cromwell. Mr. Skaggs recounted the events that had transpired since the Board’s meeting on March 5, 2016. The directors then discussed the merits of a potential transaction with TransCanada at a price of $26 per share of CPG common stock, considering, among other things, the relatively high degree of certainty that such a transaction would close, the favorability of certain key terms of the merger agreement to CPG based on the outcome of the most recent negotiations, the fact that the consideration was all cash and the multiples implied by such a price to certain financial metrics included in the CPG financial forecasts, as reflected in the most recent preliminary standalone financial analyses that had been prepared by each of CPG’s financial advisors. At the conclusion of the meeting, CPG’s directors met in executive session, initially with representatives from Sullivan & Cromwell participating.

On March 7, 2016, Mr. Poirier called Mr. S. Smith to inform him that TransCanada’s board of directors could not be convened until March 9, 2016 to consider making a revised proposal to CPG at a higher price.

On March 7, 2016, the Board held a telephonic meeting that was also attended by certain members of senior management and representatives of Goldman Sachs and Sullivan & Cromwell. During the meeting, Mr. S. Smith updated the Board on his conversation with Mr. Poirier. The directors discussed the latest developments and strategy considerations with senior management and representatives from Goldman Sachs and Sullivan & Cromwell. At the conclusion of the meeting, CPG’s directors met in executive session, initially with representatives from Sullivan & Cromwell participating.

On March 8, 2016, CPG senior management and its advisors became aware, as a result of inquiries to various investment banks, including Goldman Sachs, that were subsequently reported to senior management, that The Wall Street Journal was developing a story that TransCanada was in advanced discussions to acquire a company.

Later on March 8, 2016, a representative of Wells Fargo conveyed to a representative of Goldman Sachs that, although TransCanada’s board of directors had generally expressed positive views about the potential acquisition of CPG, there could be no assurance as to the outcome of the upcoming board meeting and whether TransCanada’s board of directors would be supportive of pursuing a transaction at $26 per share of CPG common stock. The Wells Fargo representative further communicated that he expected that, if TransCanada’s board of directors was supportive of pursuing a transaction at $26 per share, the timing of announcement of such a transaction would likely be delayed several weeks due to Canadian capital markets considerations.

On March 8, 2016, the Board held a telephonic meeting that was also attended by certain members of senior management and representatives of Goldman Sachs and Sullivan & Cromwell. A representative of Goldman Sachs updated the Board on his conversation with the Wells Fargo representative. Mr. Skaggs noted that management had not heard anything from TransCanada management during the course of the day, but expected to receive an update after the meeting of TransCanada’s board of directors scheduled for the following day. He informed the Board of management’s understanding that The Wall Street Journal was developing a story

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concerning a potential acquisition by TransCanada, noting that it was not clear at the time whether CPG was known to be the target company.

Late in the evening on March 8, 2016, representatives of CPG and TransCanada management conferred regarding the potential leak and discussed and agreed upon a communication strategy in the event that such a leak should occur.

At 11:59 p.m., Central Time, on March 8, 2016, the exclusivity period under the exclusivity agreement between CPG and TransCanada, as extended on March 2, 2016, expired.

On March 9, 2016, a representative of Goldman Sachs informed CPG senior management that a member of Goldman Sachs’ communications team had received earlier that day an inquiry from a reporter at The Wall Street Journal. The reporter indicated that The Wall Street Journal was preparing to report that TransCanada was in advanced negotiations to acquire CPG. The Goldman Sachs representative had declined to comment.

On March 9, 2016, the Board held a telephonic meeting that was also attended by certain members of senior management and representatives of Goldman Sachs and Sullivan & Cromwell. At the beginning of the meeting, Mr. Skaggs informed the Board that as yet neither management nor CPG’s financial advisors had received an update regarding the outcome of the meeting of TransCanada’s board of directors. Mr. Skaggs updated the Board on the potential for a leak in The Wall Street Journal.

Later on March 9, 2016, after the meeting of the Board, Mr. S. Smith received a call from Mr. Poirier. During the call, Mr. Poirier outlined an indicative offer for TransCanada to acquire CPG at a value of $26 per share of CPG common stock, with 10% of the consideration being comprised of TransCanada common stock and the remainder being comprised of cash, with a termination fee of 4.5% of the transaction value. Mr. Poirier described in general terms the impact of the change in the structure and amount of the consideration on TransCanada’s acquisition financing plans, and noted that TransCanada intended to present the revised plan to the credit rating agencies to confirm that the outcome of the rating assessment services would be unchanged. Mr. Poirier also indicated that TransCanada’s underwriters had advised against launching a subscription receipts offering before March 29, 2016 given Canadian capital markets considerations. Mr. Poirier did not provide details on how the equity portion of the consideration would be structured (for example, whether the exchange ratio would be fixed or floating and, if floating, whether there would be a collar) and stated that the proposal was non-binding, subject to changes in market conditions and TransCanada receiving feedback from the credit rating agencies and TransCanada’s underwriters. Mr. S. Smith informed Mr. Poirier that he would bring TransCanada’s revised indicative proposal before CPG’s management and the Board.

Later on March 9, 2016, after Mr. S. Smith’s conversation with Mr. Poirier, CPG’s senior management held a conference call, which was also attended by representatives of Goldman Sachs and Sullivan & Cromwell, to discuss the latest proposal from TransCanada. CPG’s management and representatives from Goldman Sachs and Sullivan & Cromwell discussed the need to obtain additional clarity from TransCanada regarding how the exchange ratio would be structured and also discussed how the change in structure would impact the timing of announcement, the potential impact of a leak on TransCanada’s stock price and the need to conduct additional due diligence on TransCanada given the equity component of the consideration. CPG’s management decided that additional information regarding TransCanada’s proposal was needed before the Board would be able to consider it.

Following the call among CPG’s management and advisors, Mr. S. Smith called Mr. Poirier to request additional clarity regarding the exchange ratio structure that TransCanada was contemplating. Mr. Poirier told Mr. S. Smith that a fixed exchange ratio was essential given TransCanada’s financing needs.

On the morning of March 10, 2016, Messrs. Skaggs and Girling spoke and Mr. Girling confirmed the terms of TransCanada’s indicative offer as outlined by Mr. Poirier to Mr. S. Smith on March 9. Mr. Skaggs informed

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Mr. Girling that the Board would be convening to discuss TransCanada’s latest proposal. Mr. Skaggs indicated that the Board would likely insist on a relatively low termination fee and Mr. Girling indicated that TransCanada would be open to negotiation on that point.

Later in the morning of March 10, 2016, The Wall Street Journal published an article reporting that TransCanada was in talks to acquire CPG. Following publication of such article, NYSE briefly halted trading of CPG common stock, and the Toronto Stock Exchange and NYSE halted trading of shares of TransCanada common stock until TransCanada released a public statement commenting on the rumor. In its statement, TransCanada disclosed that it was in discussions regarding a potential transaction with a third party but did not disclose the identity of the party.

Also on the morning of March 10, 2016, the Board held a telephonic meeting that was also attended by certain members of senior management and representatives of Goldman Sachs and Sullivan & Cromwell. Mr. Skaggs recounted the developments since the Board’s meeting on March 9, 2016, including the initial offer made by Mr. Poirier to Mr. S. Smith on March 9, 2016 and the subsequent discussions between representatives of CPG and TransCanada. He noted that, taking into account the clarifications made by TransCanada during such subsequent discussions, TransCanada’s indicative offer effectively amounted to $23.40 in cash plus a number of shares of TransCanada common stock equal to $2.60 for each share of CPG common stock. He noted that the volume-weighted average trading price of shares of TransCanada common stock over some period leading up to the signing of a definitive agreement would presumably be used for purposes of calculating the applicable exchange ratio, though the parties had not yet discussed specifics in that regard. Mr. Skaggs also informed the Board that TransCanada’s exclusivity period had expired at 11:59 p.m., Central Time, on March 8, 2016, and that TransCanada had not yet requested to extend the exclusivity period. The Board then discussed TransCanada’s proposal with management and representatives from Goldman Sachs and Sullivan & Cromwell. The directors noted that though the introduction of an equity component to the merger consideration introduced a degree of risk, given that the equity component was relatively small compared to the cash component, TransCanada’s stock price would need to decline by a very significant amount before such proposal would imply a lower value per share than TransCanada’s previous offer of $25.25 in cash. In addition, under the revised proposal, CPG stockholders would receive the opportunity to participate in some of the upside potential of the combined company. The directors also considered the risks associated with delaying announcement of the potential transaction for approximately two weeks, and the potential negative impact of a leak on TransCanada’s ability to raise equity financing should the leak cause a drop in the price of TransCanada common stock. With respect to the termination fee, the Board determined that a termination fee of 4.5% would be unacceptable, but took comfort in Mr. Girling’s indication that TransCanada was willing to negotiate on that point. The Board recognized that TransCanada’s offer was only a non-binding indication of interest, and there could be no certainty that it would result in a firm offer by TransCanada approximately two weeks later. After considering these and other factors, the Board concluded that TransCanada’s indicative offer was a basis for moving forward with discussions and authorized management to continue working toward a potential transaction, including revising the merger agreement to reflect the new structure and commencing more in-depth due diligence on TransCanada’s business. At the conclusion of the meeting, CPG’s directors met in executive session, initially with representatives from Sullivan & Cromwell participating.

After the Board meeting on March 10, 2016, Mr. S. Smith reported to Mr. Poirier that the Board had authorized CPG’s management and advisors to continue pursuing discussions with TransCanada on the basis of TransCanada’s most recent indicative offer, and Mr. Skaggs communicated a similar message to Mr. Girling. In his conversation with Mr. S. Smith, Mr. Poirier requested that CPG and TransCanada enter into a new exclusivity agreement granting TransCanada exclusivity for a period of two weeks. Mr. S. Smith informed Mr. Poirier that CPG’s management would discuss TransCanada’s exclusivity request at the next Board meeting.

On March 11, 2016, Mr. R. Smith and Ms. Johnston had a call to discuss the status of various transaction-related workstreams. Ms. Johnston indicated that Mayer Brown was in the process of revising the merger agreement to reflect TransCanada’s latest proposal.

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Also on March 11, 2016, a representative of Sullivan & Cromwell sent representatives of Blakes comments on the drafts of TransCanada’s financing commitment papers.

Also on March 11, 2016, Mr. Skaggs received an e-mail from the Chief Executive Officer of Party A referencing the prior day’s leak and indicating that Party A again had begun considering some of the possibilities of a combination of CPG and Party A. The e-mail did not include any specifics about the structure of a transaction or details of the economic terms of such a transaction except to imply that shares of Party A’s common stock would comprise a significant portion, if not the entirety, of the consideration. The Chief Financial Officer of Party A called a representative of Goldman Sachs to indicate Party A’s potential interest in acquiring CPG.

Later on March 11, 2016, the Board held a telephonic meeting that was also attended by certain members of senior management and representatives of Goldman Sachs and Sullivan & Cromwell. At the meeting, Mr. Skaggs reviewed with the Board the trading activity of securities of TransCanada, CPG and CPPL since the leak in The Wall Street Journal as well as certain inquiries received from the media, employees, customers and the investor community following the leak. He also informed the Board of Party A’s communications to him and Goldman Sachs earlier that day. Mr. S. Smith then updated the Board on the latest discussions with TransCanada, noting that financial due diligence on TransCanada would commence at the beginning of the following week and that the parties intended to have the merger agreement finalized, other than with respect to the price and termination fee, by the end of such week. He also informed the Board of TransCanada’s request to re-enter exclusivity. The Board then engaged in a discussion with management and representatives from Goldman Sachs and Sullivan & Cromwell regarding whether to grant TransCanada a new exclusivity period, including in light of Party A’s communications to Mr. Skaggs and Goldman Sachs. Because CPG and Goldman Sachs had received Party A’s inbound inquiry only a short while before the Board meeting, management requested additional time to formulate a recommendation to the Board as to how to respond to Party A. The Board agreed to re-convene the following morning to consider such recommendation. The Board then authorized entry into a new exclusivity period with TransCanada to continue through March 18, 2016, subject to the Board’s evaluation of Party A’s inquiry the following morning.

On the morning of March 12, 2016, the Board held a telephonic meeting that was also attended by certain members of senior management and representatives of Goldman Sachs and Sullivan & Cromwell. Mr. Skaggs presented management’s recommendation that CPG not engage with Party A given that Party A had not made a specific proposal and that engaging with Party A would likely distract management and CPG’s advisors from pursuing the proposal that had been made by TransCanada. The Board then engaged in a discussion with management and representatives from Goldman Sachs and Sullivan & Cromwell regarding a wide range of considerations applicable to potentially engaging with Party A and the optimal strategy for responding, if at all, to Party A. The Board concluded there was no reason to believe, based on information then available and taking into account the views of management, that engaging with Party A was likely to lead to a transaction offering greater value to CPG stockholders than the transaction represented by TransCanada’s most recent proposal. Given that TransCanada had already devoted substantial resources to acquiring CPG and made an indicative offer at an attractive price, the Board concluded that pursuing discussions with Party A would not be worth the risk of losing the potential transaction with TransCanada and confirmed its authorization for CPG to enter into a new exclusivity period with TransCanada to continue through March 18, 2016. At the conclusion of such period, the Board could evaluate whether a further extension was warranted. The Board also approved a script that management had prepared with the assistance of Sullivan & Cromwell for use in responding to Party A’s inquiry as well as any future inquiries from potentially interested parties. Prior to using such script, Mr. R. Smith would send the proposed language to a representative of TransCanada to obtain confirmation that using such script in responding to unsolicited proposals would not constitute a breach of CPG’s obligations under the new exclusivity agreement once the new exclusivity agreement was in effect. The Board suggested informing TransCanada that CPG had received an inbound inquiry from a large midstream company following the leak, without disclosing the identity of the party or any additional details.

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After the Board meeting, on March 12, 2016, Mr. R. Smith contacted Ms. Johnston to confirm that the Board had authorized CPG to enter into a new exclusivity agreement and also noted that CPG had received an inbound inquiry from a large midstream company. After their call, Mr. R. Smith sent Ms. Johnston the proposed script to be used by CPG and Goldman Sachs when responding to any inbound inquiries, and Ms. Johnston confirmed that such a response would not be interpreted to constitute a breach of CPG’s obligations under the exclusivity agreement.

Later on March 12, 2016, CPG and TransCanada entered into a new exclusivity agreement granting TransCanada exclusivity through 5:00 p.m., Central Time, on March 18, 2016. Under the terms of the new exclusivity agreement, TransCanada was required to notify CPG during the new exclusivity period if TransCanada was no longer interested in pursuing a potential transaction on terms at least as favorable to the stockholders of CPG as the terms discussed by Messrs. Skaggs and Girling on March 10, 2016, and the new exclusivity period would automatically terminate upon receipt of such notice. In addition, notwithstanding the exclusivity restriction during the new exclusivity period, CPG was able to engage with, provide due diligence information to and potentially enter into a transaction with any third party that provided CPG with a bona fide written unsolicited acquisition proposal so long as the Board determined in good faith, after consultation with its outside legal counsel, that the failure to take such action would reasonably be expected to be a breach of the Board’s fiduciary duties.

Also on March 12, 2016, at the direction of CPG and utilizing the agreed upon script, a representative of Goldman Sachs responded to the Chief Financial Officer of Party A to indicate that CPG would not comment on market speculation or rumors and, with respect to indications of interest in pursuing a transaction, would not respond to anything other than serious written proposals. Another officer of Party A responded to indicate that they understood Goldman Sachs’s response and that CPG should expect to receive a formal letter from Party A in the next few days. The representative of Goldman Sachs informed CPG management of Party A’s response.

On the morning of March 13, 2016, Mr. Skaggs updated the Board via e-mail on the developments that had occurred following the prior day’s Board meeting, including Party A’s indication that Party A would be submitting a formal written proposal in the next few days.

On the afternoon of March 14, 2016, Mr. Poirier and Mr. Kettering were scheduled to have a routine status update call. Mr. Pourbaix also joined the call and Messrs. Poirier and Pourbaix, citing concerns over execution risk on TransCanada’s proposed subscription receipts offering and the deterioration of TransCanada’s stock price following the leak, indicated that TransCanada’s board of directors had concluded it could not maintain the $26 per share mixed-consideration proposal and that TransCanada’s final proposal was to acquire CPG at a price of $25.50 in cash per share of CPG common stock. Messrs. Poirier and Pourbaix indicated that TransCanada would be prepared to move expeditiously and, subject to board approval, announce the transaction on March 16 or March 17, 2016 and that if CPG were not to accept the offer, TransCanada planned to issue a press release within the next few days indicating its acquisition discussions had been terminated. Mr. Kettering noted that he would advise Mr. Skaggs and the other members of the Board of TransCanada’s revised offer.

Later on March 14, 2016, Mr. Skaggs spoke to Mr. Girling, who reaffirmed TransCanada’s revised proposal and confirmed that TransCanada’s board of directors was supportive of such proposal.

Later on March 14, 2016, the Board convened a telephonic meeting that was also attended by certain members of senior management and representatives of Goldman Sachs and Sullivan & Cromwell in order to discuss TransCanada’s revised proposal. Based on the most recent discussions with representatives of TransCanada, management informed the Board, in the event CPG were to accept TransCanada’s revised offer, that TransCanada was targeting March 17, 2016 to announce the transaction and launch TransCanada’s subscription receipts offering. The Board then discussed TransCanada’s revised proposal. The Board acknowledged that proceeding with TransCanada on the expedited timetable would mean that CPG would be entering into the merger agreement without having the opportunity to consider a formal written proposal from

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Party A; however, the Board’s concern in this regard would be mitigated if the parties could agree upon a sufficiently low termination fee, ideally not greater than 3% of the equity value of the transaction. The Board determined to defer a substantive response on price until the Board could meet in person and review the presentations of each of CPG’s financial advisors. At the conclusion of the meeting, CPG’s directors met in executive session, initially with representatives from Sullivan & Cromwell participating.

Later on March 14, 2016, Mayer Brown sent a revised draft of the merger agreement to Sullivan & Cromwell. From March 15, 2016 through March 17, 2016, representatives of CPG and TransCanada, together with Sullivan & Cromwell, Mayer Brown, Bennett Jones and Blakes, finalized the terms of the merger agreement, the CPG disclosure letter and the Parent disclosure letter.

On March 15, 2016, Messrs. Kettering, Poirier and Pourbaix had a conversation and reached agreement on a termination fee of 3% of the equity value of the transaction, subject to final approval by the Board and TransCanada’s board of directors.

On March 16, 2016, the Board held a meeting that was also attended by certain members of senior management and representatives of Goldman Sachs, Lazard and Sullivan & Cromwell in order to consider TransCanada’s proposal to acquire CPG at a price of $25.50 per share. Mr. Skaggs and representatives of Sullivan & Cromwell summarized the negotiations that had taken place since the previous Board meeting. Sullivan & Cromwell also provided the Board with both a written and an oral summary of the key terms of the merger agreement and responded to questions received from the Board regarding the merger agreement. Sullivan & Cromwell also again reviewed with the Board the Board’s fiduciary duties under Delaware law. Representatives of each of Goldman Sachs and Lazard then presented their respective preliminary financial analyses relating to the proposed transaction. In response to questions, a representative of Goldman Sachs described how macroeconomic factors, including changes in equity financing costs at the CPG and CPPL levels, had contributed to changes in Goldman Sachs’ discounted cash flow analysis of CPG utilizing the CPG financial forecasts as compared to the preliminary discounted cash flow analysis that Goldman Sachs had performed in the summer of 2015 utilizing CPG management’s forecasts that were available at that time. In addition, a representative of Lazard presented preliminary illustrative financial analyses of a potential acquisition of CPG by Party A for a mix of cash and Party A common stock at prices ranging from $25.50 to $28 per share of CPG common stock under various scenarios. The Board concluded, after discussions with management and CPG’s financial advisors, that Party A’s ability to present a strong, competitive offer in a timely manner was likely relatively weak. The Board also considered that there was no assurance that Party A would make a formal written proposal in a timely matter or at all and the fact that the exclusivity agreement prohibited CPG from soliciting any such proposal during the exclusivity period. In addition, after discussing the matter with management, the Board concluded that there was a high likelihood that the opportunity to enter into a transaction with TransCanada at a price of $25.50 per share would be lost if CPG chose to delay entering into the merger agreement with TransCanada until receiving a formal, written proposal from Party A. Following additional discussion and consideration of the proposed transaction with TransCanada, including as to the matters discussed in the section entitled “—Reasons for the Merger; Recommendation of the Board” beginning on page 51 of this proxy statement, the Board unanimously determined to proceed with the merger, assuming satisfactory finalization of definitive transaction documentation.

On March 17, 2016, pursuant to Section 5.5(e) of the Tax Allocation Agreement, dated as of June 30, 2015, between CPG and NiSource, which we refer to as the Tax Allocation Agreement, Sullivan & Cromwell delivered to NiSource in escrow, subject to approval of the merger by the Board and the board of directors of TransCanada, an opinion to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the completion of the merger would not result in any “Distribution Taxes” (as such term is defined in the Tax Allocation Agreement). CPG then delivered a true and complete copy of such opinion to TransCanada and NiSource executed and delivered to CPG and TransCanada in escrow, subject to approval of the merger by the Board and the board of directors of TransCanada, a written confirmation that such tax opinion was reasonably satisfactory to NiSource.

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Later on March 17, 2016, the Board held a telephonic meeting that was also attended by certain members of senior management and representatives of Goldman Sachs, Lazard and Sullivan & Cromwell. Representatives from Sullivan & Cromwell confirmed that the terms of the final merger agreement did not reflect any material changes to the version that was reviewed with the Board the previous day. Thereafter, Lazard presented certain updated financial analyses, which are described in the section entitled “—Opinions of CPG’s Financial Advisors—Opinion of Lazard Frères & Co. LLC” beginning on page 63 of this proxy statement, and then rendered its oral opinion to the Board, later confirmed by delivery of a written opinion dated March 17, 2016, that as of such date, and based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth therein, the per share merger consideration to be paid to the holders of shares of CPG common stock (other than cancelled shares and dissenting shares) in the merger was fair, from a financial point of view, to such holders. Thereafter, Goldman Sachs presented certain updated financial analyses, which are described in the section entitled “—Opinions of CPG’s Financial Advisors—Opinion of Goldman, Sachs & Co.” beginning on page 56 of this proxy statement, and then rendered its oral opinion to the Board, later confirmed by delivery of a written opinion dated March 17, 2016, to the effect that, and based upon and subject to the factors, limitations and assumptions set forth therein, as of the date of the merger agreement, the per share merger consideration to be paid to the holders of shares of CPG common stock (other than Parent and its affiliates) pursuant to the merger agreement was fair, from a financial point of view, to such holders. Mr. R. Smith and a representative of Sullivan & Cromwell then reviewed with the Board the resolutions proposed to be adopted at the meeting. The Board then unanimously (i) determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, were fair to, and in the best interests of, CPG and its stockholders, (ii) approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger, (iii) resolved that the merger agreement be submitted for consideration by the stockholders of CPG at a special meeting of stockholders and (iv) resolved to recommend that the stockholders of CPG vote to adopt the merger agreement. The Board meeting concluded shortly after the close of trading on NYSE.

Following conclusion of the Board meeting and the meeting of the board of directors of TransCanada to approve the merger, entry into the merger agreement and the related financing, on the afternoon of March 17, 2016, CPG and the TransCanada parties executed the merger agreement and, shortly thereafter, each of CPG and TransCanada issued a press release announcing entry into the merger agreement.

Reasons for the Merger; Recommendation of the Board

Reasons for the Merger

The Board held 17 meetings beginning on January 28, 2016 at which the possibility of selling CPG was discussed. CPG’s outside legal advisor, Sullivan & Cromwell, participated in portions of all 17 meetings, and one or both of CPG’s financial advisors, Goldman Sachs and Lazard, participated in portions of certain of these meetings. At many of these meetings, the Board met in executive session with representatives of Sullivan & Cromwell without management and financial advisors present and also met in executive session without any advisors present.

At a meeting held on March 17, 2016, the Board unanimously (i) determined that the merger agreement, and the transactions contemplated by the merger agreement, including the merger, are fair to, and in the best interests of, CPG and its stockholders, (ii) approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger, (iii) resolved that the merger agreement be submitted for consideration by the stockholders of CPG at a special meeting of stockholders and (iv) resolved to recommend that the stockholders of CPG vote to adopt the merger agreement.

The Board consulted with and received the advice of CPG’s outside legal and financial advisors, held discussions with CPG senior management and considered a number of factors that it believed supported its decision to approve the merger agreement and the consummation of the merger. The Board believes, as reflected in financial forecasts prepared by CPG management and described in the section entitled “—Certain CPG

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Forecasts” beginning on page 70 of this proxy statement, that if CPG were to continue as a standalone company, CPG’s earnings and distributable cash flows would grow considerably in future years as CPG continued to execute on its significant portfolio of organic growth opportunities. However, CPG’s ability to achieve the results projected in the financial forecasts prepared by CPG management is subject to risks and uncertainties, among them execution risk associated with CPG’s ambitious growth plan as a result of (i) general long-term business and operational risks and (ii) risks associated with CPG’s ability to efficiently finance existing and future growth projects, which require substantial amounts of capital, in an increasingly volatile capital markets environment for companies in CPG’s industry and, in particular, a significantly challenged MLP financing market. The Board believes that the all-cash $25.50 per share merger consideration compensates CPG stockholders not only for the value of CPG’s current business and results but also for the future growth in earnings and distributable cash flows assuming realization of the financial forecasts prepared by CPG management and the successful execution of CPG’s growth projects. The per share merger consideration of $25.50 in cash will therefore allow CPG stockholders to immediately monetize CPG’s growth potential while eliminating the development, construction, permitting, operating, financing and other risks associated with CPG’s ability to successfully execute on its growth plan.

The material factors considered by the Board in determining to approve the merger agreement and recommend its adoption by CPG stockholders included the following (not in any relative order of importance):

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The Board also considered a variety of potentially negative factors in its deliberations concerning the merger agreement and the merger, including the following (not in any relative order of importance):

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The foregoing discussion of the information and factors considered by the Board is not intended to be exhaustive, but includes the material factors considered by the Board. In view of the variety of factors considered in connection with its evaluation of the merger, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, individual directors may have given different weights to different factors. The Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Board based its recommendation on the totality of the information presented.

Portions of this explanation of the reasons for the merger and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Recommendation of the Board

The Board recommends that you vote “FOR” the proposal to adopt the merger agreement.

Opinions of CPG’s Financial Advisors

Opinion of Goldman, Sachs & Co.

On March 17, 2016, Goldman Sachs rendered its oral opinion to the Board, which was subsequently confirmed in writing, that, as of the date of the written opinion and based upon and subject to the factors, assumptions and limitations set forth therein, the per share merger consideration to be paid to the holders (other than Parent and its affiliates) of CPG common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated March 17, 2016, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C to this proxy statement. The summary of the Goldman Sachs opinion provided in this proxy statement is qualified in its entirety by reference to the full text of Goldman Sachs’ written opinion. Goldman Sachs’ advisory services and opinion were provided for the information and assistance of the Board in connection with its consideration of the merger. The Goldman Sachs opinion is not a recommendation as to how any holder of CPG common stock should vote with respect to the merger or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

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Goldman Sachs held discussions with members of CPG’s senior management regarding CPG’s assessment of its past and current business operations, financial condition and future prospects; reviewed the reported price and trading activity for CPG common stock; compared certain financial and stock market information for CPG with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the midstream energy industry and in other industries; and performed such other studies and analyses, and considered such other factors, as Goldman Sachs deemed appropriate.

For purposes of rendering its opinion, Goldman Sachs, with CPG’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by Goldman Sachs, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed, with CPG’s consent, that the CPG financial forecasts were reasonably prepared on a basis reflecting the best available estimates and judgments of CPG’s management as of the date that Goldman Sachs rendered its opinion. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of CPG or any of its subsidiaries or affiliates and Goldman Sachs was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the merger will be obtained without any adverse effect on the expected benefits of the merger in any way meaningful to its analysis. Goldman Sachs assumed that the merger will be consummated on the terms set forth in the merger agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to Goldman Sachs’ analysis.

Goldman Sachs’ opinion does not address CPG’s underlying business decision to engage in the merger, or the relative merits of the merger as compared to any strategic alternatives that may be available to CPG; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to the holders (other than Parent and its affiliates) of shares of CPG common stock, as of the date of the opinion, of the per share merger consideration to be paid to such holders pursuant to the merger agreement. Goldman Sachs does not express any view on, and its opinion does not address, any other term or aspect of the merger agreement or the merger or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the merger, including, the fairness of the merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of CPG; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of CPG, or class of such persons, in connection with the merger, whether relative to the per share merger consideration to be paid to the holders (other than Parent and its affiliates) of shares of CPG common stock pursuant to the merger agreement or otherwise. Goldman Sachs does not express any opinion as to the impact of the merger on the solvency or viability of CPG, TransCanada, Parent or US Parent or the ability of CPG, TransCanada, Parent or US Parent to pay their respective obligations when they come due. Goldman Sachs’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of the opinion and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. Goldman Sachs’ advisory services and its opinion were provided for the information and assistance of the Board in connection with its consideration of the merger and Goldman Sachs’ opinion does not constitute a recommendation as to how any holder of shares of CPG common stock should vote with respect to the merger or any other matter. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

Summary of Financial Analyses

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Board in connection with rendering the opinion to the Board described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of

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analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before March 16, 2016 and is not necessarily indicative of current market conditions.

Historical Stock Trading Analysis

Goldman Sachs compared the per share merger consideration to (i) the closing price of CPG common stock as of March 16, 2016, (ii) the closing price of CPG common stock as of the undisturbed date of March 9, 2016, (iii) the volume weighted average trading prices of CPG common stock for the 20-trading day and 30-trading day periods ended as of the undisturbed date, respectively, and (iv) the highest and lowest closing prices of CPG common stock since our separation from NiSource on July 1, 2015.

This analysis indicated that the merger consideration represented:

Illustrative Discounted Cash Flow Analysis

Using the CPG financial forecasts, Goldman Sachs performed an illustrative discounted cash flow analysis on CPG. Utilizing illustrative discount rates ranging from 9.3% to 10.7%, reflecting estimates of CPG’s cost of equity, Goldman Sachs, using mid-year convention, discounted to present value as of June 30, 2016 (i) estimates of the distributable cash flow for CPG for the six months ending December 31, 2016 and the five years ending December 31, 2021, as reflected in the CPG financial forecasts, and (ii) a range of illustrative terminal values for CPG as of December 31, 2021 which were calculated by applying perpetuity growth rates ranging from 1.00% to 2.00% to a terminal year estimate of the distributable cash flow for CPG (which analysis implied exit terminal year yields ranging from 7.2% to 9.4%), and assuming a terminal cash tax rate of 30.5% as per CPG management. The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the CPG financial forecasts and market expectations regarding long-term real growth of gross domestic product and inflation. Goldman Sachs then derived ranges of implied equity values of CPG by adding the ranges of present values it derived above, which included the value of an additional tax shield due to extended bonus depreciation and alternative minimum tax credits, as per CPG management, that Goldman Sachs, using mid-year convention, discounted to June 30, 2016 utilizing discount rates ranging from 9.3% to 10.7%, reflecting estimates of CPG’s cost of equity. Goldman Sachs used a range of discount rates from 9.3% to 10.7% derived by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including a beta for the company, as well as certain financial metrics for the United States financial markets generally. Goldman Sachs then divided the range of implied equity values it

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derived by the number of fully diluted outstanding shares of CPG common stock, as provided by CPG management, to derive a range of implied equity values per fully diluted outstanding share of CPG common stock of $18.67 to $23.66.

Illustrative Present Value of Future Share Price Analysis

Goldman Sachs performed an illustrative analysis of the implied present value of the future value per share of CPG common stock. Using CPG financial forecasts, Goldman Sachs first calculated illustrative distributable cash flows per share at the year-end of each of fiscal year 2019 and fiscal year 2020 by dividing distributable cash flow estimates for such years by projected year-end fully diluted outstanding shares of CPG common stock, as provided by CPG management, which resulted in illustrative per share distributable cash flows of $2.38 and $2.40 for each of fiscal year 2019 and fiscal year 2020, respectively. Goldman Sachs then calculated the illustrative present value of the future value per share of CPG common stock based on the sum of (1) the illustrative per share distributable cash flows derived above, capitalized at illustrative forward yields of 8.0% to 10.0% and (2) cumulative per share dividends as forecasted by CPG management, in each case discounted to June 30, 2016 at an illustrative discount rate of 10.1%, reflecting an estimate of CPG’s cost of equity. Goldman Sachs used a discount rate of 10.1% derived by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including a beta for the company, as well as certain financial metrics for the United States financial markets generally. The following table presents the results of Goldman Sachs’ analysis:

NTM Yield Applied to 2019E Distributable Cash Flow

NTM Yield Applied to 2020E Distributable Cash Flow

Selected Transactions Analysis

Goldman Sachs analyzed certain information relating to the following selected transactions in the midstream energy industry over the past five years, each of which involved a transaction where the target had a consolidated enterprise value, which we refer to as EV, at the applicable offer price of greater than $5.0 billion.

For each of the selected transactions, Goldman Sachs calculated and compared the consolidated EV of the target at the applicable offer price as a multiple of the target’s estimated forward fiscal year earnings before interest, taxes, depreciation, amortization and, in certain cases, other adjustments, which we refer to as EBITDA. Goldman Sachs calculated forward fiscal year EBITDA for each of the selected transactions using information Goldman Sachs obtained from public filings, Bloomberg, Institutional Brokers’ Estimate System (“IBES”) estimates and other Wall Street research. For purposes of this analysis, forward fiscal year represents the target’s next fiscal year following the announcement of the transaction.

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While none of the companies that participated in the selected transactions is directly comparable to CPG, the companies that participated in the selected transactions are companies with operations that, for the purposes of analysis, may be considered similar to certain aspects of CPG’s results, market size and product profile.

The following table presents the results of this analysis:

Goldman Sachs applied the range of Consolidated EV / Forward EBITDA ratios of 9.8x to 16.8x in respect of the selected transactions to the average of CPG’s estimated Adjusted EBITDA for fiscal years 2016 and 2017 as per the CPG financial forecasts. After dividing by the number of fully diluted shares of CPG common stock outstanding as of March 16, 2016 as provided by CPG management, Goldman Sachs calculated a range of implied equity values per fully diluted outstanding share of CPG common stock of $11.40 to $24.51. In calculating CPG’s implied equity value, Goldman Sachs calculated net debt as of December 31, 2015 and calculated non-controlling interest attributable to CPPL using the equity value as of the undisturbed date of the 53.8 million common units representing limited partnership interests of CPPL that were not held by CPG.

Selected Companies Analysis

Goldman Sachs reviewed and compared certain financial information, ratios and public market multiples for CPG to corresponding financial information, ratios and public market multiples for the following publicly traded companies in the midstream energy industry:

While none of the selected companies is directly comparable to CPG, the companies included were chosen because they are publicly traded companies with operations that, for purposes of analysis, may be considered similar to certain aspects of CPG’s results, market size and product profile.

Goldman Sachs calculated and compared various financial multiples and ratios for the selected companies based on information obtained from public filings, Bloomberg market data as of the undisturbed date, IBES estimates as well as other Wall Street research. The multiples and ratios of CPG were based on Bloomberg market data as of the undisturbed date and the CPG financial forecasts. With respect to each of the selected companies and CPG, Goldman Sachs calculated:

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The results of these analyses are summarized as follows:

Selected Historical Premia Analysis

Goldman Sachs reviewed and analyzed the acquisition premia for all announced all-cash transactions greater than $5.0 billion from January 1, 2004 to March 16, 2016, based on information obtained from Deallogic. Announced premia were calculated relative to the target’s closing share price one day prior to announcement.

The following table presents the results of this analysis:

By applying a range of 22% to 51% acquisition premia to the closing price per share of CPG common stock of $19.75 as of the undisturbed date, Goldman Sachs calculated a range of implied equity values per outstanding share of CPG common stock of $24.10 to $29.82.

General

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to CPG or Parent or the contemplated transaction.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs providing its opinion to the Board as to the fairness from a financial point of view of the per share merger consideration to be paid to the holders (other than Parent and its affiliates) of CPG common stock pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually

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may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of CPG, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecasted.

The per share merger consideration to be paid to the holders (other than Parent and its affiliates) of CPG common stock pursuant to the merger agreement was determined through arm’s-length negotiations between CPG and the TransCanada parties and was approved by the Board. Goldman Sachs provided advice to us during these negotiations. Goldman Sachs did not, however, recommend any amount of consideration to CPG or the Board or that any specific amount of consideration constituted the only appropriate amount of consideration for the merger.

As described above, Goldman Sachs’ opinion to the Board was one of a number of factors taken into consideration by the Board in making its determination to approve the merger agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex C to this proxy statement.

Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of CPG, TransCanada, Parent, any of their respective affiliates and third parties, or any currency or commodity that may be involved in the merger. Goldman Sachs has acted as financial advisor to CPG in connection with, and has participated in certain of the negotiations leading to, the merger. Goldman Sachs has provided certain financial advisory and/or underwriting services to CPG and/or CPG’s affiliates from time to time for which Goldman Sachs’ Investment Banking Division has received, and may receive, compensation, including having acted as a joint book-running manager with respect to the initial public offering of 53,833,107 common units representing limited partner interests of CPPL, CPG’s affiliate, in February 2015; and as a joint book-running manager with respect to a public offering of 82,225,000 shares of CPG common stock in December 2015. During the two year period ended March 17, 2016, Goldman Sachs has received, or become entitled to receive, compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to CPG and/or its affiliates of approximately $17.8 million. During the two year period ended March 17, 2016, Goldman Sachs has not been engaged by Parent or its affiliates to provide financial advisory or underwriting services for which the Investment Banking Division of Goldman Sachs has received compensation. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to CPG, TransCanada, Parent and their respective affiliates for which Goldman Sachs’ Investment Banking Division may receive compensation.

The Board selected Goldman Sachs as its financial advisor because Goldman Sachs is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger. Pursuant to a letter agreement dated November 10, 2015, CPG engaged Goldman Sachs to act as its financial advisor in connection with the possible sale of all or a substantial portion of CPG. Pursuant to the terms of this engagement letter, CPG has agreed to pay Goldman Sachs a transaction fee, based on information available as of the date of announcement, of approximately $32.5 million, approximately $6.5 million of which became payable at announcement of the transaction, and the remainder of which is contingent upon consummation of the merger. In addition, CPG has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities that may arise out of its engagement.

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Opinion of Lazard Frères & Co. LLC

Summary of Opinion

CPG retained Lazard to provide it with financial advisory services and to render to the Board a fairness opinion in connection with the merger. On March 17, 2016, Lazard rendered its written opinion, consistent with its oral opinion rendered on the same date, to the Board that, as of such date, and based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth therein, the per share merger consideration to be paid to holders of CPG common stock (other than holders of cancelled shares or dissenting shares) in the merger was fair, from a financial point of view, to such holders.

The full text of Lazard’s written opinion, dated March 17, 2016, which sets forth the assumptions made, procedures followed, factors considered and qualifications and limitations on the review undertaken by Lazard in connection with its opinion, is attached to this proxy statement as Annex D and is incorporated by reference herein in its entirety. The following summary of Lazard’s opinion is qualified in its entirety by reference to the full text of the opinion. You are encouraged to read Lazard’s opinion and this section carefully and in their entirety.

Lazard’s engagement and its opinion were for the benefit of the Board (in its capacity as such), and Lazard’s opinion was rendered to the Board in connection with its evaluation of the merger and addressed only the fairness as of the date of the opinion, from a financial point of view, to holders of CPG common stock (other than holders of cancelled shares or dissenting shares) of the per share merger consideration to be paid to such holders in the merger. Lazard’s opinion was not intended to, and does not, constitute a recommendation to any stockholder as to how such stockholder should vote or act with respect to the merger or any matter relating to the merger. Lazard’s opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Lazard as of, the date of the opinion. Lazard assumed no responsibility for updating or revising its opinion based on circumstances or events occurring after the date of the opinion. Lazard did not express any opinion as to the prices at which shares of CPG common stock or common units of CPPL may trade at any time subsequent to the announcement of the merger. In connection with its engagement, Lazard was not authorized to, and did not, solicit indications of interest from third parties regarding a potential transaction with CPG (or CPPL). In addition, Lazard’s opinion did not address the relative merits of the merger as compared to any other transaction or business strategy in which CPG (or CPPL) might engage or the merits of the underlying decision by CPG to engage in the merger.

In connection with its opinion, Lazard:

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Lazard assumed and relied upon the accuracy and completeness of the foregoing information, without independent verification of such information. Lazard did not conduct any independent valuation or appraisal of any of the assets or liabilities (contingent or otherwise) of CPG (or CPPL) or concerning the solvency or fair value of CPG (or CPPL), and Lazard was not furnished with any such valuation or appraisal. With respect to the financial forecasts utilized in Lazard’s analyses, Lazard assumed, with the consent of CPG, that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments as to the future financial performance of CPG (including CPPL). Lazard assumed no responsibility for and expressed no view as to any such forecasts or the assumptions on which they were based.

In rendering its opinion, Lazard assumed, with the consent of CPG, that the merger would be consummated on the terms described in the merger agreement, without any waiver or modification of any material terms or conditions. Lazard also assumed, with the consent of CPG, that obtaining the necessary governmental, regulatory or third party approvals and consents for the merger would not have an adverse effect on CPG, CPPL or the merger in any way meaningful to its analyses. Lazard did not express any opinion as to any tax or other consequences that might result from the merger, nor did Lazard’s opinion address any legal, tax, regulatory or accounting matters, as to which Lazard understood that CPG had obtained such advice as it deemed necessary from qualified professionals. Lazard expressed no view or opinion as to any terms or other aspects (other than the per share merger consideration to the extent expressly specified in the opinion) of the merger, including, without limitation, the form or structure of the merger or any agreements or arrangements entered into in connection with, or contemplated by, the merger. In addition, Lazard expressed no view or opinion as to the fairness of the amount or nature of, or any other aspects relating to, the compensation to any officers, directors or employees of any parties to the merger or their affiliates, or class of such persons, relative to the per share merger consideration or otherwise.

In connection with rendering its opinion, Lazard performed certain financial analyses and reviews of certain information that Lazard deemed appropriate in connection with rendering its opinion as summarized below under “—Summary of Lazard Financial Analyses,” and Lazard also performed certain additional financial analyses and reviews as summarized below under “—Other Analyses.” The summary of the analyses and reviews provided below under “—Summary of Lazard Financial Analyses” and “—Other Analyses” is not a complete description of the analyses and reviews undertaken by Lazard. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and review and the application of those methods to particular circumstances and, therefore, is not readily susceptible to partial analysis or summary description. Considering selected portions of these analyses and reviews or the summaries contained below without considering the analyses and reviews as a whole could create an incomplete or misleading view of the analyses and reviews underlying Lazard’s opinion. In arriving at its opinion, Lazard considered the results of all of its analyses and reviews and did not attribute any particular weight to any particular analysis or review or application thereof considered by it; rather, Lazard made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses and reviews.

For purposes of its analyses and reviews, Lazard considered industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of CPG. No company, business or transaction used in Lazard’s analyses and reviews as a comparison is identical to CPG, its business or the merger, and an evaluation of the results of those analyses and reviews is not entirely mathematical. Rather, the analyses and reviews involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, businesses or transactions used in Lazard’s analyses and reviews. The estimates contained in Lazard’s analyses and reviews and the ranges of valuations resulting from any particular analysis or review are not necessarily indicative of actual results or values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Lazard’s analyses and reviews. In addition, analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the

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estimates used in, and the results derived from, Lazard’s analyses and reviews are inherently subject to substantial uncertainty.

Summary of Lazard Financial Analyses

The summary of the analyses and reviews provided below includes information presented in tabular format. In order to fully understand Lazard’s analyses and reviews, the tables must be read together with the full text of each summary. The tables alone do not constitute a complete description of Lazard’s analyses and reviews. Considering the data in the tables below without considering the full description of the analyses and reviews, including the methodologies and assumptions underlying the analyses and reviews, could create a misleading or incomplete view of Lazard’s analyses and reviews.

Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before March 14, 2016, and is not necessarily indicative of current market conditions. In certain of its analyses, Lazard referred to the closing trading price of shares of CPG common stock and common units of CPPL on the undisturbed date of March 9, 2016. Based on 403.5 million fully diluted shares outstanding (comprised of 400.7 million issued and outstanding shares and 2.8 million shares issuable or outstanding in respect of equity awards and phantom units), the equity value of CPG based on the closing trading price of shares of CPG common stock on the undisturbed date of March 9, 2016 was $8.0 billion and the enterprise value on such date was $10.8 billion. The implied equity value and the enterprise value based on the per share merger consideration was $10.3 billion and $13.1 billion respectively.

Selected Comparable Company Multiples Analysis

Lazard reviewed and analyzed certain financial information, valuation multiples and market trading data related to selected comparable publicly traded midstream companies whose operations Lazard believed, based on its experience with companies in the energy industry and its professional judgment, to be generally relevant in analyzing CPG’s operations for purposes of this analysis. Lazard compared such information of the selected comparable companies to the corresponding information for CPG.

The selected group of companies used in this analysis with respect to CPG, which we refer to as the CPG comparable companies, was as follows:

Lazard selected the companies reviewed in this analysis because, among other things, the CPG comparable companies operate businesses similar to the business of CPG. However, no selected company is identical to CPG. Accordingly, Lazard believes that purely quantitative analyses are not, in isolation, determinative in the context of the merger and that qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of CPG and the CPG comparable companies that could affect the public trading values of each company are also relevant.

Lazard calculated and compared various financial multiples and ratios of each of the comparable companies, including, among other things:

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The distributable cash flow and EBITDA estimates for the CPG comparable companies used by Lazard in its analysis were based on Wall Street research, which represents publicly available estimates. The DCF multiples and EBITDA multiples for the selected comparable companies utilizing distributable cash flow and EBITDA estimates for calendar years 2016 and 2017 are set forth below:

For comparability, Lazard utilized CPG’s estimated distributable cash flow per share, which Lazard calculated by dividing the estimated distributable cash flow as provided in the CPG financial forecasts by the number of fully diluted outstanding shares of CPG common stock as provided by CPG management (comprised of 400.7 million issued and outstanding shares and 2.8 million shares issuable or outstanding in respect of equity awards and phantom units), and CPG’s estimated Adjusted EBITDA as provided in the CPG financial forecasts and described in the section entitled “—Certain CPG Forecasts” beginning on page 70 of this proxy statement. Based on Lazard’s analysis of the DCF multiples and EBITDA multiples for the CPG comparable companies, as well as its professional judgment and experience, in order to derive consolidated “near term” valuation ranges (for fiscal years 2016 and 2017) for CPG, Lazard applied certain ranges of multiples to the estimates of CPG’s consolidated distributable cash flow per share and Adjusted EBITDA for fiscal years 2016 and 2017, in each case based on the CPG financial forecasts, as described below:

In order to derive consolidated “run rate” valuation ranges (based on CPG’s estimated future equity value at the end of fiscal year 2019 based on fiscal year 2020 and 2021 financial forecasts) for CPG, Lazard applied, utilizing the CPG financial forecasts:

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The estimated equity value at the end of fiscal year 2019 was discounted using an equity discount rate of 10.25%, derived with reference to the CPG comparable companies’ cost of equity. To calculate the estimated cost of equity, Lazard utilized the Capital Asset Pricing Model, which uses a “beta” metric based on the average beta of comparable companies (peers), a risk-free rate of return, a market risk premium and a marginal tax rate.

Lazard applied each range of multiples to CPG’s estimated distributable cash flow or Adjusted EBITDA, as applicable, for the applicable period, resulting in a low end and high end for each range. Lazard then calculated the average of the low ends and high ends with respect to the consolidated near-term and consolidated run-rate calculations and, from each of these analyses, estimated an implied price per share range for shares of CPG common stock.

In addition, Lazard applied comparable company multiples to perform a sum-of-the-parts analysis of CPG. A sum-of-the-parts valuation analysis reviews a company on a segment-by-segment basis to determine an implied market value for the enterprise as a whole. Lazard based its analysis on the estimated respective values of (i) CPG’s interest in CPG OpCo LP, a Delaware limited partnership and subsidiary of CPPL, which we refer to as CPG OpCo, (ii) CPG’s general partner interest and incentive distribution rights in CPPL and (iii) CPG’s limited partner units in CPPL:

Lazard totaled the results of these analyses to estimate an implied price per share range for shares of CPG common stock.

The above analyses each resulted in an implied price per share range for shares of CPG common stock, as compared to the per share merger consideration, as set forth below (resulting per share values were in all cases rounded to the nearest $0.25 per share):

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Discounted Cash Flow Analysis

Lazard performed a discounted cash flow analysis of CPG on a consolidated and sum-of-the-parts basis. A discounted cash flow analysis is a valuation methodology used to derive a valuation of a company by calculating the present value of its estimated future cash flows. “Future cash flows” refers to projected unlevered free cash flows (calculated, beginning with EBITDA, by adding other income, subtracting taxes and capital expenditures and adjusting for changes in working capital, other investments, deferred taxes and other items) of a company. “Present value” refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, capital structure, income taxes, expected returns and other appropriate factors. Lazard calculated the discounted cash flow value for CPG as the sum of the net present value, as of December 31, 2015, which we refer to as the discount date, of each of:

The estimated future cash flow for CPG was calculated by Lazard based on the CPG financial forecasts. For its discounted cash flow calculations, Lazard applied discount rates ranging from 7.5% to 8.0% for both the consolidated analysis and the sum-of-the-parts analysis (with respect to CPG’s interest in CPG OpCo). Such discount rates were based on Lazard’s estimated range of CPG’s weighted average cost of capital, derived from a number of factors using the Capital Asset Pricing Model taking into account certain metrics, including, among others, the applicable risk free rate of return, unlevered risk profile, after-tax cost of long-term debt and consolidated leverage ratio of CPG and the CPG comparable companies.

The terminal value of CPG for the consolidated analysis was calculated by applying terminal year DCF multiples ranging from 11.5x to 13.5x to CPG’s estimated terminal year distributable cash flow and applying terminal year EBITDA multiples ranging from 11.0x to 12.5x to CPG’s estimated terminal year Adjusted EBITDA. The range of terminal year DCF multiples for CPG was selected by Lazard by reference to the estimated DCF multiples for the CPG comparable companies for calendar year 2016. The range of terminal year EBITDA multiples for CPG was selected by Lazard by reference to the estimated EBITDA multiples for the CPG comparable companies for calendar year 2016. The corresponding implied DCF perpetuity growth rates ranged from 1.4% to 1.6% and 1.6% to 1.9% respectively.

Lazard based its sum-of-the-parts discounted cash flow analysis on the estimated respective values of CPG’s interest in CPG OpCo, CPG’s general partner interest and incentive distribution rights in CPPL and CPG’s limited partner units in CPPL:

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Lazard averaged the low and high ends of the price per share ranges implied with reference to terminal year DCF multiples and terminal year EBITDA multiples to calculate the “Implied CPG Price Per Share Range—Consolidated” noted below.

Based on that analysis, Lazard reviewed the implied price per share range for shares of CPG common stock, as compared to the per share merger consideration, as set forth below (resulting per share values were in all cases rounded to the nearest $0.25 per share):

Other Analyses

The analyses and data described below were presented to the Board for informational purposes only and did not provide the basis for, and were not otherwise material to, the rendering of Lazard’s opinion.

Dividend Discount Analysis

Lazard performed a dividend discount analysis of shares of CPG common stock, which calculates an implied equity value per share by discounting to the present the value of the future dividends per share of CPG common stock expected to be paid by CPG, as reflected in the CPG financial forecasts, based on an assumed equity discount rate ranging from 10.00% to 10.50%.

This analysis resulted in an implied price per share range for shares of CPG common stock, as compared to the per share merger consideration, as set forth below (resulting per share values were in all cases rounded to the nearest $0.25 per share):

Research Analyst Price Targets

Lazard reviewed recently available equity analyst price targets based on published, publicly available Wall Street equity research reports prepared by equity analysts covering CPG, which indicated 12-month target prices that ranged from $20.00 to $29.00 (adjusted to $19.00 to $27.50 to reflect next-12-months dividend and discounting at CPG’s cost of equity of 10.25%), as compared to the per share merger consideration of $25.50 in cash.

Premiums Paid Analysis

Lazard performed premiums paid analyses based on the premiums paid, where applicable, in selected energy industry transactions with a transaction value greater than $5 billion announced from 2009 through the date of Lazard’s opinion and an “adjusted set” of such selected transactions that excluded related-party transactions. The analyses were based on the one-day, 5-day, 30-day and 52-week high implied premiums paid in such precedent transactions, respectively.

The analyses indicated the following premiums paid:

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Based on this analysis, as well as its professional judgment and experience, Lazard applied a premium range of 25% to 40% to the CPG common stock price as of the undisturbed date, and, based on that analysis, reviewed the implied price per share range for shares of CPG common stock, as compared to the per share merger consideration, as set forth below (resulting per share values were in all cases rounded to the nearest $0.25 per share):

Miscellaneous

In connection with Lazard’s services as financial advisor to CPG with respect to the merger, CPG agreed to pay Lazard a fee for such services in the amount of $20 million, of which $4 million was payable upon Lazard’s rendering of its opinion, and the remainder of which will be payable upon consummation of the merger. CPG has also agreed to reimburse Lazard for certain expenses incurred in connection with Lazard’s engagement and to indemnify Lazard and certain related persons under certain circumstances against various liabilities that may arise from or be related to Lazard’s engagement, including certain liabilities under United States federal securities laws. Lazard has provided financial advisory services to NiSource in the past, including in connection with the spin-off of CPG from NiSource. The aggregate amount of fees paid to Lazard for financial advisory services to NiSource in the two-year period prior to the date of the opinion was approximately $12 million.

Lazard, as part of its investment banking business, is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, leveraged buyouts, and valuations for estate, corporate and other purposes. In addition, in the ordinary course, Lazard and its respective affiliates and employees may trade securities of CPG, TransCanada and certain of their respective affiliates for their own accounts and for the accounts of their customers, may at any time hold a long or short position in such securities, and may also trade and hold securities on behalf of CPG, TransCanada and certain of their respective affiliates. The issuance of Lazard’s opinion was approved by the opinion committee of Lazard.

Lazard is an internationally recognized investment banking firm providing a full range of financial advisory and other services. Lazard was selected to act as investment banker to CPG because of its qualifications, expertise and reputation in investment banking and mergers and acquisitions generally and in the midstream oil and gas industry specifically, as well as its familiarity with the business of CPG.

CPG and TransCanada determined the per share merger consideration to be paid to holders of CPG common stock (other than holders of cancelled shares or dissenting shares) in the merger through arm’s-length negotiations, and the Board unanimously approved such per share merger consideration. Lazard did not recommend any specific consideration to the Board or any other person or indicate that any given consideration constituted the only appropriate consideration for the merger. Lazard’s opinion was one of many factors considered by the Board, as discussed further in the section above entitled “—Reasons for the Merger; Recommendation of the Board” beginning on page 51 of this proxy statement.

Certain CPG Forecasts

CPG does not, as a matter of course, publicly disclose long-term projections as to future revenues, earnings or other results due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. However, in connection with the evaluation of a possible transaction involving CPG, CPG provided the Board, Goldman Sachs, Lazard and TransCanada with certain non-public financial forecasts covering multiple years that were prepared by CPG’s management and not for public disclosure.

A summary of certain of those financial forecasts, which we refer to as the CPG financial forecasts, is not being included in this document to influence your decision whether to vote for or against the proposal to adopt

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the merger agreement, but is being included because they were made available to the Board, Goldman Sachs, Lazard and TransCanada. The inclusion of this information should not be regarded as an indication that the Board, its advisors or any other person considered, or now considers, the CPG financial forecasts to be material or to be a reliable prediction of actual future results, and the CPG financial forecasts should not be relied upon as such. CPG’s management’s internal financial forecasts, upon which the CPG financial forecasts were based, are subjective in many respects. There can be no assurance that the CPG financial forecasts will be realized or that actual results will not be significantly higher or lower than forecasted. The CPG financial forecasts cover multiple years and such information by its nature becomes subject to greater uncertainty with each successive year. As a result, the inclusion of the CPG financial forecasts in this proxy statement should not be relied on as necessarily predictive of actual future events.

In addition, the CPG financial forecasts were not prepared with a view toward public disclosure or toward complying with generally accepted accounting principles, which we refer to as GAAP, the published guidelines of the SEC regarding projections and the use of non-GAAP measures or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither CPG’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the CPG financial forecasts contained in this proxy statement, nor have they expressed any opinion or any other form of assurance on such information or its achievability.

Additionally, although the CPG financial forecasts presented below are presented with numerical specificity, they are not facts. The CPG financial forecasts were based on numerous variables and assumptions that were deemed to be reasonable as of the respective dates when such projections were finalized. Such assumptions are inherently uncertain and may be beyond the control of CPG. Important factors that may affect actual results and cause these CPG financial forecasts not to be achieved include, but are not limited to, risks and uncertainties relating to CPG’s business (including its ability to achieve strategic goals, objectives and targets), industry performance, the legal and regulatory environment, general business and economic conditions and other factors described or referenced under “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 26 of this proxy statement. In addition, the CPG financial forecasts reflect assumptions that are subject to change and do not reflect revised prospects for CPG’s business, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated at the time the CPG financial forecasts were prepared. CPG has not prepared revised forecasts to take into account other variables that have changed since the dates on which the CPG financial forecasts were finalized. There can be no assurance that these CPG financial forecasts will be realized or that CPG’s future financial results will not materially vary from these CPG financial forecasts. CPG will shortly make publicly available its actual results of operations for the fiscal quarter ended March 31, 2016, and stockholders are urged to review carefully CPG’s Form 10-Q for such period when it is filed.

In developing the CPG financial forecasts, management of CPG made numerous material assumptions with respect to CPG for the periods covered by such forecasts, including:

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The following is a summary of the CPG financial forecasts prepared by CPG’s management (except as otherwise described in the notes below) and given to the Board, Goldman Sachs, Lazard and TransCanada:

Notes:

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The tables below set forth reconciliations of Adjusted EBITDA and Distributable Cash Flow as included in the CPG financial forecasts to their most directly comparable GAAP measure, Net Income. Stock-based compensation, which is treated as an expense in Net Income, was not added back in for purposes of the calculation of Adjusted EBITDA.

Note:

Financing of the Merger

The obligations of the TransCanada parties to complete the merger are not contingent upon the receipt by them of any financing.

TransCanada has announced that it intends to finance the merger consideration and related expenses with a combination of some or all of the following: (i) net proceeds of the TransCanada equity offering (as defined below), (ii) amounts drawn under the acquisition credit facilities (as defined below) at or shortly before the time of the merger and (iii) existing cash on hand and other financial sources available to TransCanada, including the planned monetization of its U.S. Northeast merchant power assets and a minority interest in its Mexican natural gas pipeline business.

On April 1, 2016, TransCanada completed a public offering of its subscription receipts, which we refer to as the TransCanada equity offering, with gross proceeds of C$4,419,450,000, or approximately $3,387,330,421 based on an exchange rate of C$1.3047 to $1.00, the noon exchange rate as reported by the Bank of Canada on April 1, 2016 (in this proxy statement, “$” indicates that the number immediately following such symbol is denominated in US dollars, and “C$” indicates that the number immediately following such symbol is denominated in Canadian dollars). The net proceeds of the TransCanada equity offering, together with any interest credited or received thereon, are being held in escrow on behalf of the purchasers of the subscription receipts pursuant to the terms of a subscription receipt agreement between TransCanada, the representatives of the underwriters for the TransCanada equity offering and Computershare Trust Company of Canada, and will be released to TransCanada (less the amount of any dividend equivalent payments made to purchasers of the subscription receipts) upon TransCanada’s delivery of notice to the escrow agent that the parties to the merger

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agreement are able to complete the merger, in all material respects, in accordance with the terms of the merger agreement, and that TransCanada has available to it all other funds required to complete the merger.

In connection with the execution of the merger agreement, Parent entered into commitment letters with a consortium of banks providing for senior unsecured bridge term loan credit facilities in an aggregate principal amount of up to $10.3 billion, which we refer to collectively as the acquisition credit facilities. The acquisition credit facilities consist of (i) an equity bridge term loan credit facility in an aggregate principal amount of $3.2 billion, which we refer to as the equity bridge facility; and (ii) two asset sale bridge term loan credit facilities in an aggregate principal amount of $7.1 billion, which we refer to collectively as the asset sale bridge facilities. Upon receipt of the net cash proceeds of the TransCanada equity offering, the commitments of the lenders under the equity bridge facility were automatically reduced to $0 in accordance with the terms of the equity bridge facility commitment letter. TransCanada intends to repay the asset sale bridge facilities through the sale of a whole or partial interest in certain of TransCanada’s existing assets, including certain of TransCanada’s U.S. Northeast merchant power assets and a minority interest in its Mexican natural gas pipeline business. To the extent TransCanada completes any such asset sales prior to the time of the merger, the commitments under the asset sale bridge facilities will be reduced by the amount of the net cash proceeds of such sales.

The TransCanada parties have represented to CPG in the merger agreement that the proceeds of the TransCanada equity offering, the acquisition credit facilities and the other financial resources of Parent and US Parent, including cash on hand, will be sufficient, at the closing of the merger, to pay the aggregate per share merger consideration and to satisfy all of the TransCanada parties’ other financial obligations under the merger agreement.

Closing and Effective Time of Merger

The merger agreement provides that the closing for the merger will take place on the sixth business day following the first day on which all of the conditions to the closing of the merger (described under “The Merger Agreement—Conditions to the Merger” beginning on page 104 of this proxy statement) have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the closing of the merger, but subject to the satisfaction or waiver of those conditions at the closing of the merger), or such other time and place as CPG and Parent may agree in writing.

The effective time of the merger will occur when the certificate of merger has been duly filed with the Secretary of State of the State of Delaware (or at such later time as CPG and Parent may agree in writing and specify in the certificate of merger). We refer to the date on which the effective time occurs as the closing date.

Assuming receipt of required regulatory approvals and timely satisfaction of other closing conditions, including the approval by CPG stockholders of the proposal to adopt the merger agreement, we currently expect the closing of the merger to occur in the second half of 2016.

Payment of Merger Consideration and Surrender of Shares

Promptly, and in any event within three business days, after the date of the effective time of the merger, each holder of record of shares of CPG common stock (other than holders who solely hold cancelled shares or dissenting shares) will be sent transmittal materials and instructions for use in effecting the surrender of shares of CPG common stock to the paying agent for the merger.

Because all shares of CPG common stock are held in non-certificated form and represented by book-entry, which we refer to as book-entry shares, you will not be required to deliver a certificate or an executed letter of transmittal to the paying agent to receive the per share merger consideration that you are entitled to receive. Instead, each holder of record of one or more book entry shares whose shares of CPG common stock were

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converted into the right to receive the per share merger consideration will, upon receipt by the paying agent of an “agent’s message” in customary form (or such other evidence, if any, as the paying agent may reasonably request), be entitled to receive, and US Parent will cause the paying agent to pay and deliver as promptly as reasonably practicable after the effective time of the merger, the per share merger consideration in respect of each such share of CPG common stock. The holders of book-entry shares will be deemed to have surrendered such shares upon receipt by the paying agent of such “agent’s message” or such other evidence, if any, as the paying agent may reasonably request, and such book-entry shares so surrendered will forthwith be cancelled.

No interest will be paid or accrued on the cash payable as the per share merger consideration upon your surrender of your book-entry shares.

CPG, US Parent, the surviving corporation and the paying agent will be entitled to deduct and withhold any applicable taxes from the per share merger consideration. Any sum that is withheld will be deemed to have been paid to the holder of shares with regard to whom it is withheld.

Interests of CPG’s Directors and Executive Officers in the Merger

Overview

CPG’s executive officers and directors have interests in the merger that are different from, or in addition to, those of CPG stockholders generally. In considering the recommendations of the Board, including the recommendation that you vote to approve the proposal to adopt the merger agreement, you should be aware of these interests. In reaching its decision to make such recommendations and to approve the merger, the Board was aware of these interests and considered them, along with other matters described in the section above entitled “—Reasons for the Merger; Recommendation of the Board” beginning on page 51 of this proxy statement. As described in more detail below, these interests include:

Treatment of CPG Stock-Based Awards

Upon completion of the merger, outstanding CPG RSUs, CPG PSUs and CPG phantom units, which we refer to collectively as equity-based awards, in each case, whether vested or unvested, will be cancelled. In connection with the merger:

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The table below sets forth, for each CPG executive officer and director, (i) the number of outstanding unvested CPG RSUs and (ii) the number of outstanding unvested CPG PSUs (assuming the target level of performance has been achieved for all grants), in each case, that was held by such executive officer or director as of May 13, 2016, the latest practicable date to determine such amounts before the filing of this proxy statement. The actual number of CPG PSUs earned will be based on the achievement of performance goals measured through a date no later than five business days before the effective time of the merger, and may range from the target level up to 200% of the target level. Depending on when the closing date occurs, certain equity-based awards shown in the table may vest and be settled in accordance with their terms.

The table below also sets forth the total amount, based on the number of equity-based awards determined as described above, per individual, payable in respect of such unvested equity-based awards on the closing date, which we assume to be May 13, 2016 for these purposes, with such amounts calculated by multiplying the number of shares of CPG RSUs and CPG PSUs by the per share merger consideration of $25.50 per share underlying such equity-based awards.

CPG’s executive officers who are not named executive officers are Brett A. Stovern, Karl Brack, Robert E. Smith and Jon D. Veurink. CPG’s non-employee directors are Lester P. Silverman, Sigmund L. Cornelius, Marty R. Kittrell, W. Lee Nutter, Deborah S. Parker and Teresa A. Taylor.

Individual Change in Control and Termination Agreements

Each of CPG’s executive officers (within the meaning of Section 16(a) of the Exchange Act) is party to a change in control and termination agreement with CPG, which we refer to collectively as the change in control agreements. The change in control agreements provide severance and other separation benefits in the event an executive officer experiences a qualifying termination of employment in conjunction with the completion of a transaction such as the merger.

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The change in control agreements provide that, in the event the executive (i) is terminated without “cause” (as defined below) or resigns with “good reason” (as defined below) following completion of the merger and prior to the second anniversary thereof or (ii) is terminated without “cause” during the year prior to the consummation of the merger, and it is reasonably demonstrated that such termination was in connection with the merger, the executive will be entitled to:

Cash severance and health and welfare benefits will be paid or provided within 60 days after termination of employment (or, if an executive officer is terminated prior to the consummation of the merger, such executive’s cash severance amount will be paid within 60 days after consummation of the merger). Pro-rata bonus and retirement benefits will be paid or provided within 30 days after termination of employment (or, for retirement benefits, within 30 days after the earliest permitted payment date under the plan if payment on termination of employment is not permitted).

For purposes of the change in control agreements, “cause” generally means: (i) acts or omissions constituting dishonesty, intentional breach of fiduciary obligation or intentional wrongdoing or malfeasance, in each case that results in substantial harm to CPG or (ii) conviction of a criminal violation involving fraud or dishonesty.

For purposes of the change in control agreements, “good reason” generally means: (i) a significant diminution in the nature of the scope of the executive’s authority or duties, (ii) a significant reduction in monthly rate of base salary and the opportunity to earn a bonus under an incentive bonus compensation plan maintained by CPG or the executive’s benefits, (iii) a relocation of over 50 miles or (iv) CPG or any successor materially breaches the change in control agreement.

In addition to the payments above, the change in control agreements also provide that CPG will pay the executive officer’s reasonable attorneys’ fees and legal expenses in connection with any judicial proceeding to enforce, construe or determine the validity of such agreements if the executive officer is successful in one

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material claim in such litigation. Each of the executive officers (including the named executive officers) is subject to a reduction of their payments under the change in control agreements if such payments are subject to the golden parachute excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, which we refer to as the Code, to the extent such reduction would result in the executive officer retaining a greater after-tax amount of such payment than the net amount the executive would receive without such a reduction on an after-tax basis.

Each of the executive officers is subject to a perpetual confidentiality covenant, a non-competition covenant that endures for one year after termination of employment and a non-solicitation covenant that endures for three years (Messrs. Skaggs, Smith and Kettering) or two years (Messrs. Patterson, Chapman and the four other executive officers) after termination of employment.

The amounts reported below assume the consummation of the merger occurred on May 13, 2016, and the employment of the executive officer was terminated without “cause” or for “good reason” on such date. Such amounts are estimates based on multiple assumptions, which may or may not actually occur, and do not reflect certain compensation actions that may be taken before the consummation of the merger. Such amounts do not include amounts that are vested as of the date of the merger in accordance with their terms without regard to the merger, or amounts under contracts, agreements, plans or arrangements to the extent they do not discriminate in scope, terms or operation in favor of the executive officers and that are readily available to all of the salaried employees of CPG. The amounts shown below are based on compensation and benefits levels in effect on May 13, 2016, the latest practicable date to determine such amounts before the filing of this proxy statement. Therefore, if compensation or benefits levels change after such date, actual payments to an executive officer may be different from those provided for below.

For amounts payable to CPG’s named executive officers upon a qualifying termination of employment under the change in control agreements described above, see “—Golden Parachute Compensation” beginning on page 79 of this proxy statement. Amounts payable to CPG’s four executive officers who are not named executive officers, as a group, upon a qualifying termination of employment under the change in control agreements are estimated in the aggregate to be: cash severance equal to $4,011,000; pro-rated cash bonuses for the year of employment termination equal to $244,738; cash amounts in respect of health and welfare premiums equal to $184,047; for four executive officers, benefits under CPG’s health and welfare plans with a value estimated to be $259,161; and outplacement services with a value of up to $100,000. In addition, $7,500 in respect of a one-time special spot bonus granted to one of CPG’s executive officers who is not a named executive officer in connection with the executive’s extraordinary efforts leading up to the execution of the merger agreement was paid to the officer prior to the signing of the merger agreement.

Retention Bonus Agreements

Messrs. Chapman and Patterson are party to retention bonus letter agreements providing (i) for Mr. Chapman, $100,000 on each of December 31, 2016 and December 31, 2017, and (ii) for Mr. Patterson, $200,000 on each of March 31, 2016 and March 31, 2018, that in each case are subject to continued employment through the applicable payment date. The executive officers are entitled to receive any unpaid retention bonuses in the event CPG terminates their employment without “cause”.

Deferred Compensation Plans

CPG maintains an elective salary and bonus deferral plan, which we refer to as the Executive Deferred Compensation Plan, a non-qualified defined contribution plan, which refer to as the Savings Restoration Plan and a non-qualified defined benefit plan, which we refer to as the Pension Restoration Plan. Balances under the Executive Deferred Compensation Plan are comprised of participant contributions (and related earnings) and are 100% vested at all times. The Savings Restoration Plan provides for participant (and CPG matching) contributions for earnings in excess of the limits imposed on tax qualified retirement plans by the Code

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applicable to the CPG 401(k) Savings Plan. Similarly, the Pension Restoration Plan provides for the payment of benefits to participants in CPG’s Group Pension Plan who are subject to the limits imposed on tax qualified retirement plans by the Code. All amounts under the Savings Restoration Plan and Pension Restoration Plan have fully vested as of the date of this proxy statement independent of the merger. Each of the Executive Deferred Compensation Plan, Savings Restoration Plan and Pension Restoration Plan will be terminated in connection with the merger, and all participant balances thereunder will be paid out as soon as practicable after consummation of the merger.

Director Deferred Cash Investment Accounts

Three of CPG’s non-employee directors who previously held vested CPG RSUs previously elected under the terms of CPG’s equity compensation plans to convert their stock-settled CPG RSUs into cash-settled deferred compensation accounts that may be invested in a range of mutual funds. Such cash investment balances will be terminated in connection with the merger, and all participant balances thereunder will be paid out as soon as practicable after consummation of the merger.

Employee Benefits Matters

See the section entitled “The Merger Agreement—Employee Benefits Matters” beginning on page 103 of this proxy statement for additional information regarding benefits to which CPG’s employees may be entitled.

New Management Arrangements

As of the date of this proxy statement, there are no new employment agreements or other agreements between any CPG executive officer or director, on one hand, and TransCanada and CPG, on the other hand, nor were there any agreements or understandings regarding future employment for any executive officer or director of CPG, on the one hand, and TransCanada on the other hand, as of prior to entry into the merger agreement. The merger is not conditioned upon any executive officer or director of CPG entering into any such agreement.

Golden Parachute Compensation

The table below, entitled “Potential Change-in-Control Payments to Named Executive Officers,” along with its footnotes, sets forth the information required by Item 402(t) of Regulation S-K regarding compensation payable to CPG’s chief executive officer, chief financial officer and the three other most highly compensated executive officers (each of whom we refer to as a “named executive officer”). This compensation is subject to an advisory vote of CPG stockholders, as described below in the section entitled “Advisory Vote on Merger-Related Compensation for CPG’s Named Executive Officers” beginning on page 110 of this proxy statement. The table assumes the consummation of the merger occurred on May 13, 2016, and the employment of the named executive officer was terminated without “cause” or for “good reason” on such date.

The amounts reported below are payable pursuant to each named executive officer’s change in control agreement and, with respect to equity-based awards, the terms of the applicable awards and the merger agreement. These amounts are estimates based on multiple assumptions, which may or may not actually occur, and do not reflect certain compensation actions that may be taken before the consummation of the merger. As a result, the actual amounts to be received by the named executive officers may differ materially from the amounts set forth below. The calculations in the table below do not include amounts that are vested as of the date of the merger in accordance with their terms without regard to the merger, or amounts under contracts, agreements, plans or arrangements to the extent they do not discriminate in scope, terms or operation in favor of the executive officers and that are available generally to all of the salaried employees of CPG. Calculations related to the value of unvested CPG stock-based awards were based on the per share merger consideration of $25.50 per share underlying such stock-based awards. The amounts shown in this table are based on compensation and benefits levels in effect on May 13, 2016 and the number of equity-based awards held by each named executive officer as of May 13, 2016, the latest practicable date to determine such amounts before the filing of this proxy statement. Therefore, if compensation or levels or the number of equity-based awards held by the named executive officers change after such date, actual payments to an executive officer may be different than those provided for below.

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As described above, each named executive officer is subject to a one-year post-termination, non-competition covenant and a three-year (Messrs. Skaggs, Smith and Kettering) or two-year (Messrs. Chapman and Patterson) post-termination, employee non-solicitation covenant, compliance with which is a condition to retaining payments and amounts under the change in control agreements.

As described above in the section entitled “—Retention Bonus Agreements,” Messrs. Chapman and Patterson are entitled to receive any unpaid retention bonuses in the event CPG terminates their employment without “cause”.

The above payments are “double-trigger” in nature as they will only be payable in the event of a termination of employment without “cause” or for “good reason” in connection with the merger, as described above.

For additional information regarding the number of CPG RSUs and CPG PSUs that are reflected above, see the section entitled “—Treatment of CPG Stock-Based Awards,” beginning on page 75 of this proxy statement.

The above payments are “double-trigger” in nature as they will only be payable in the event of a termination of employment without cause or resignation for good reason in connection with the merger.

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The named executive officers will be deemed to have retired for purposes of all of CPG’s health and welfare arrangements (including with respect to retiree healthcare), and Messrs. Skaggs, Smith, Kettering and Patterson will be eligible to participate in CPG’s retiree healthcare plans (or, if not permitted by such plans, will receive a lump sum payment equal to the value of participation in such plans):

The above payments are “double-trigger” in nature as they will only be payable in the event of a termination of employment without cause or resignation for good reason in connection with the merger.

Material U.S. Federal Income Tax Consequences of the Merger

The following is a summary of the material U.S. federal income tax consequences of the merger to U.S. holders (as defined below) whose shares of CPG common stock are converted into the right to receive cash in the merger. This summary does not purport to consider all aspects of U.S. federal income taxation that might be relevant to CPG stockholders. For purposes of this discussion, we use the term “U.S. holder” to refer to a beneficial owner of shares of CPG common stock that is, for U.S. federal income tax purposes:

This discussion is based on the Code, its legislative history, existing and proposed regulations under the Code, published rulings and court decisions, all as currently in effect. These laws are subject to change, possibly on a retroactive basis. This discussion applies only to beneficial owners who hold shares of CPG common stock as capital assets, and does not apply to shares of CPG common stock received in connection with the exercise of employee stock options or otherwise as compensation, stockholders who hold an equity interest, actually or constructively, in a TransCanada party or the surviving corporation after the merger, stockholders who have perfected and not withdrawn a demand for, or lost the right to, appraisal under the DGCL or to certain types of beneficial owners who may be subject to special rules (such as insurance companies, banks, tax-exempt organizations, financial institutions, broker-dealers, partnerships, S corporations or other pass-through entities, mutual funds, traders in securities who elect the mark-to-market method of accounting, stockholders subject to the alternative minimum tax, stockholders that have a functional currency other than the U.S. dollar or stockholders who hold CPG common stock as part of a hedge, straddle, wash sale, constructive sale or conversion transaction). This discussion also does not address the U.S. tax consequences to any stockholder who, for U.S. federal income tax purposes, is a non-resident alien individual, foreign corporation, foreign partnership or foreign estate or trust, and does not address the receipt of cash in connection with the treatment of CPG RSUs, CPG PSUs, CPG phantom units or any other matters relating to equity compensation or benefit plans. This discussion does not address any aspect of state, local or foreign tax laws.

Exchange of Shares of CPG Common Stock for Cash Pursuant to the Merger Agreement

The exchange of shares of CPG common stock for cash in the merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. holder whose shares of CPG common stock are converted into the

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right to receive cash in the merger will recognize capital gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the amount of cash received with respect to such shares (determined before the deduction of any applicable withholding taxes, as described in the section entitled “—Backup Withholding and Information Reporting” immediately below) and the U.S. holder’s adjusted tax basis in such shares. A U.S. holder’s adjusted tax basis will generally equal the price the U.S. holder paid for such shares. If a U.S. holder received shares of CPG common stock as a part of the distribution of shares of CPG common stock to stockholders of NiSource in connection with CPG’s spin-off from NiSource, such U.S. holder’s adjusted tax basis in such shares should be determined by allocating to those shares of CPG common stock, on the basis of the relative fair market values of NiSource common stock and CPG common stock at the time of such distribution (including any fractional share interest for which cash was received), a portion of the U.S. holder’s adjusted tax basis in its NiSource common stock immediately prior to such distribution. You should consult NiSource’s Internal Revenue Service Form 8937 filed in connection with the distribution of shares of CPG common stock and your own tax advisor for additional information on calculating your adjusted tax basis. Gain or loss will be determined separately for each block of shares of CPG common stock (i.e., shares of common stock acquired at the same cost in a single transaction). Such capital gain or loss will be long-term capital gain or loss where the U.S. holder’s holding period for such shares of CPG common stock is more than one year at the effective time of the merger. Long-term capital gain of a non-corporate U.S. holder is generally taxed at preferential rates. There are limitations on the deductibility of capital losses. In addition, a 3.8% tax is imposed on all or a portion of the “net investment income” (within the meaning of the Code) of certain individuals (or the “undistributed net investment income” of certain estates and trusts). The 3.8% tax generally is imposed on the lesser of (i) the U.S. holder’s “net investment income” (or the “undistributed net investment income” of certain estates and trusts) for the relevant taxable year and (ii) the excess of the U.S. holder’s modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals is between $125,000 and $250,000, depending on the individual’s circumstances). For these purposes, “net investment income” generally will include any gain recognized on the receipt of cash for shares pursuant to the merger.

Backup Withholding and Information Reporting

A U.S. holder may be subject to information reporting. In addition, backup withholding of tax will apply at the statutory rate to cash payments to which a non-corporate U.S. holder is entitled under the merger agreement, unless the U.S. holder or other payee provides a taxpayer identification number, certifies that such number is correct, and otherwise complies with the backup withholding rules. Each of CPG’s U.S. holders should complete and sign, under penalty of perjury, the Form W-9 (or an acceptable substitute) to be included as part of the transmittal materials and return it to the paying agent in order to provide the information and certification necessary to avoid backup withholding, unless an exemption applies and is established in a manner satisfactory to the paying agent.

Backup withholding is not an additional tax. Any amounts withheld from cash payments to a U.S. holder pursuant to the merger under the backup withholding rules will generally be allowable as a refund or a credit against such U.S. holder’s U.S. federal income tax liability provided the required information is timely furnished to the Internal Revenue Service. U.S. holders are urged to consult their independent tax advisors as to qualifications for exemption from backup withholding and the procedure for obtaining the exemption.

The U.S. federal income tax consequences described above are not intended to constitute a complete description of all tax consequences relating to the merger. Because individual circumstances may differ, each stockholder should consult the stockholder’s tax advisor regarding the applicability of the rules discussed above to the stockholder and the particular tax effects to the stockholder of the merger in light of such stockholder’s particular circumstances, the application of state, local and foreign tax laws, and, if applicable, the treatment of CPG RSUs, CPG PSUs, CPG phantom units or any other matters relating to equity compensation or benefit plans.

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Regulatory Approvals

HSR Approval

The completion of the merger is subject to antitrust review in the United States. Under the HSR Act and the rules promulgated thereunder, the merger cannot be completed until the parties to the merger agreement have given notification and furnished information to the FTC and the DOJ, and until the applicable waiting period has expired or has been terminated.

On April 4, 2016, TransCanada and CPG each filed a premerger notification and report form under the HSR Act. On May 4, 2016, TransCanada voluntarily withdrew its premerger notification and report form in order to give the FTC additional time to review the merger. On May 6, 2016, TransCanada refiled such form. The applicable waiting period under the HSR Act will now expire on June 6, 2016 at 11:59 p.m. Eastern Time, unless otherwise earlier terminated or extended by the FTC.

At any time before or after consummation of the merger, notwithstanding the termination of the waiting period under the HSR Act, the FTC or the DOJ, or any state, could take such action under antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the merger or seeking divestiture of substantial assets of CPG or TransCanada or their respective subsidiaries. Private parties may also seek to take legal action under antitrust laws under certain circumstances.

CFIUS Clearance

The merger agreement provides for CPG and the TransCanada parties to file a draft and a final joint voluntary notice with CFIUS pursuant to the DPA. Under the terms of the merger agreement, consummation of the merger is subject to the satisfaction or waiver by the TransCanada parties of the condition that one of the following shall have occurred: (a) the 30-day review period under the DPA commencing on the date the joint voluntary notice is accepted by CFIUS shall have expired and the parties shall have received written notice from CFIUS that such review has been concluded and that either the transactions contemplated by the merger agreement do not constitute a “covered transaction” under the DPA or that there are no unresolved national security concerns, (ii) an investigation shall have been commenced after such 30-day review period and CFIUS shall have determined to conclude all deliberative action under the DPA without sending a report to the President of the United States, and CPG and the TransCanada parties shall have received written notice from CFIUS that either the transactions contemplated by the merger agreement do not constitute a “covered transaction” under the DPA or that there are no unresolved national security concerns, and all action under the DPA is concluded with respect to the transactions contemplated by the merger agreement, or (iii) CFIUS shall have sent a report to the President of the United States requesting the President’s decision and either (A) the period under the DPA during which the President may announce his decision or take action to suspend, prohibit or put any limitations on the transactions contemplated by the merger agreement shall have expired without any such action being threatened, announced or taken or (B) the President shall have announced a decision not to take any action to suspend, prohibit or place any limitations on the transactions contemplated by the merger agreement (we refer to the satisfaction of one of the foregoing alternatives as the CFIUS Clearance).

On March 25, 2016, CPG and US Parent submitted a draft joint voluntary notice with CFIUS. On April 7, 2016, CPG and US Parent submitted the final joint voluntary notice with CFIUS. On April 13, 2016, CFIUS accepted the parties’ joint voluntary notice and began its initial 30-day review period. On May 13, 2016, CFIUS notified CPG and TransCanada that its investigation of the proposed merger was complete and that there were no unresolved national security concerns with respect to the merger. Therefore, the closing condition relating to the CFIUS Clearance has been satisfied.

Efforts to Obtain Regulatory Approvals

Under the terms of the merger agreement, CPG and TransCanada generally must, and must cause their respective affiliates to, use their respective reasonable best efforts to take all actions reasonably necessary, proper

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or advisable to consummate the merger as soon as practicable. TransCanada must take actions necessary to obtain antitrust approval for the merger and to obtain the CFIUS Clearance, except that TransCanada is not required to accept or agree to any terms, conditions, obligations or restrictions or to take or agree to take any action that would reasonably be expected to, individually or in the aggregate, net of any benefits arising out of the taking of such action, have a material adverse effect on the business, condition (financial or otherwise), assets, properties, liabilities, operations or results of operations of CPG and its subsidiaries, taken as a whole, or of TransCanada and its subsidiaries, taken as a whole (assuming for such purpose that TransCanada and its subsidiaries, taken as a whole, are the same size as CPG and its subsidiaries, taken as a whole).

There can be no certainty that the regulatory approvals required to consummate the merger will be obtained within the period of time contemplated by the merger agreement or that any such approvals would not be conditioned upon actions that would be materially adverse to CPG or the TransCanada parties, or that a regulatory challenge to the merger will not be made. For a more detailed description of the parties’ obligations with respect to regulatory approvals related to the merger, see “The Merger Agreement—Filings; Other Actions; Notification” beginning on page 100 of this proxy statement.

Litigation Relating to the Merger

On March 30, 2016, two purported stockholders of CPG filed an action challenging the merger on behalf of a putative class of CPG stockholders in the Court of Chancery of the State of Delaware, captioned Vann v. Columbia Pipeline Group, Inc., et al. The action names as defendants CPG, the members of the Board, Merger Sub, Parent, US Parent and TransCanada. On April 7, 2016, a second, substantially identical action was filed in the same court on behalf of the same putative class, captioned Baldino v. Skaggs, Jr., et al, and naming as defendants only the members of the Board. On May 5 and May 12, 2016, respectively, plaintiffs filed amended complaints in the Baldino and Vann actions. The amended complaints allege that the Board members breached their fiduciary duties by, among other things, agreeing to the proposed merger following an inadequate sale process and at an unfair price, and because the sale process purportedly was affected by conflicts of interest on the part of the Board, the management of CPG and/or CPG’s largest stockholder as a result of their substantial stockholdings in CPG, and on the part of one of CPG’s financial advisors as a result of its alleged holdings in TransCanada stock. The complaints also allege that the preliminary proxy filed in respect of the merger omits or misstates various facts concerning, among other things, the sale process and the financial analyses performed by CPG’s financial advisors. The Vann complaint also alleges, among other things, that the TransCanada parties aided and abetted those purported breaches of duty by the Board. The complaints purport to seek injunctive and other equitable relief preventing the completion of the proposed merger. On May 12, 2016, the Vann plaintiffs filed a motion to consolidate these actions. Also on May 12, 2016, the plaintiff in the Baldino action filed a motion for a preliminary injunction seeking to delay the special meeting, along with a request for expedited discovery and related proceedings in support of that injunction request. CPG believes that the allegations in these actions are without merit.

On May 2, 2016, a purported stockholder of CPG filed an action on behalf of a putative class of CPG stockholders in the United States District Court for the Southern District of Texas, captioned Ftikas v Columbia Pipeline Group, Inc., et al., alleging claims under Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, and SEC Rule 14a-9. The complaint alleges that the preliminary proxy statement filed in connection with the special meeting omits or misstates various facts concerning, among other things, the sale process and the financial analyses performed by CPG’s financial advisors. The complaint purports to seek injunctive relief and money damages. CPG believes that the allegations in this action are without merit.

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THE MERGER AGREEMENT

This section describes the material terms of the merger agreement. The description of the merger agreement in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the merger agreement, a copy of which is attached as Annex A to, and is incorporated by reference into, this proxy statement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. We encourage you to read the merger agreement carefully and in its entirety as it is the legal document governing the merger.

Explanatory Note Regarding the Merger Agreement

The merger agreement and this summary of its terms are included to provide you with information regarding its terms. Factual disclosures about CPG contained in this proxy statement or in CPG’s public reports filed with the SEC may supplement, update or modify the factual disclosures about CPG contained in the merger agreement. The representations, warranties and covenants made in the merger agreement by CPG and the TransCanada parties were made solely to the parties to, and solely for the purposes of, the merger agreement and as of specific dates and were qualified and subject to important limitations agreed to by CPG and the TransCanada parties in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of establishing the circumstances in which a party to the merger agreement may have the right not to consummate the merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the merger agreement, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC and in some cases were qualified by the matters contained in the CPG disclosure letter, which disclosures were not reflected in the merger agreement. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the merger agreement. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts of CPG, the TransCanada parties or any of their respective subsidiaries or affiliates.

Effects of the Merger; Directors and Officers; Certificate of Incorporation; Bylaws

The merger agreement provides for the merger of Merger Sub with and into CPG upon the terms, and subject to the conditions, set forth in the merger agreement. At the effective time of the merger, the separate corporate existence of Merger Sub will cease. As the surviving corporation, CPG will continue to exist following the merger. As a result of the merger, the surviving corporation will be a direct wholly owned subsidiary of US Parent and an indirect wholly owned subsidiary of TransCanada.

The directors of Merger Sub immediately prior to the effective time of the merger will, from and after the effective time of the merger, be the directors of the surviving corporation, until their respective successors have been duly elected or appointed and qualified, or until their earlier death, resignation or removal in accordance with the surviving corporation’s certificate of incorporation and bylaws. The officers of CPG immediately prior to the effective time of the merger will, from and after the effective time of the merger, be the officers of the surviving corporation, until their respective successors have been duly elected or appointed and qualified, or until their earlier death, resignation or removal in accordance with the surviving corporation’s certificate of incorporation and bylaws.

At the effective time of the merger, the certificate of incorporation of the surviving corporation will be amended in its entirety to read as set forth in Exhibit A to the merger agreement, until changed or amended in accordance with its terms or by applicable law, and the bylaws of Merger Sub in effect immediately prior to the effective time of the merger will be the bylaws of the surviving corporation, until changed or amended as provided in such bylaws, in the certificate of incorporation of the surviving corporation or by applicable law.

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Closing and Effective Time of the Merger

The merger agreement provides that the closing for the merger will take place on the sixth business day following the first day on which all of the conditions to the closing of the merger (described under “—Conditions to the Merger” beginning on page 104 of this proxy statement) have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the closing of the merger, but subject to the satisfaction or waiver of those conditions at the closing of the merger), or such other time and place as CPG and Parent may agree in writing.

The effective time of the merger will occur when the certificate of merger has been duly filed with the Secretary of State of the State of Delaware (or at such later time as CPG and Parent may agree in writing and specify in the certificate of merger).

Treatment of CPG Common Stock and Stock-Based Awards

Common Stock

At the effective time of the merger, each share of CPG common stock issued and outstanding immediately prior to such time (other than cancelled shares and dissenting shares) will be cancelled, cease to be outstanding, and be converted into the right to receive cash in an amount equal to the per share merger consideration of $25.50, without interest and less any applicable withholding taxes. At the effective time of the merger, cancelled shares, which are comprised of shares of CPG common stock owned immediately prior to the effective time of the merger by a TransCanada party or CPG, or by any direct or indirect wholly owned subsidiary of a TransCanada party (except to the extent held by any such person on behalf of a third-party or held in any rabbi trust in connection with any CPG benefit plan), will cease to be outstanding, will be cancelled without payment of any consideration and will cease to exist. For information on the treatment of dissenting shares in the merger, see the section below entitled “—Appraisal Rights” beginning on page 88 of this proxy statement and the section entitled “Appraisal Rights” beginning on page 115 of this proxy statement.

Restricted Stock Units

At the effective time of the merger, each CPG RSU that is outstanding immediately prior to the effective time of the merger will fully vest and will be cancelled and converted automatically into the right to receive a cash amount equal to the per share merger consideration in respect of each share underlying such CPG RSU, and will be paid within five business days after the effective time of the merger.

Performance Stock Units

At the effective time of the merger, each CPG PSU that is outstanding immediately prior to the effective time of the merger will fully vest with the applicable number of shares based on performance deemed satisfied at the greater of (i) actual performance as objectively determined based on performance measured through a day that is no more than five business days prior to the effective time of the merger and (ii) the target level of 100%, and will be cancelled and converted automatically into the right to receive a cash amount equal to the per share merger consideration in respect of each share underlying such CPG PSU, and will be paid within five business days after the effective time of the merger.

Phantom Stock Units

At the effective time of the merger, each CPG phantom unit that is outstanding immediately prior to the effective time of the merger will be cancelled and converted automatically into the right to receive a cash amount equal to the per share merger consideration in respect of each share underlying such CPG phantom unit, and will be paid within five business days of the effective time of the merger.

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Payment in Respect of Awards Subject to Section 409A of the Code

Notwithstanding the foregoing, to the extent a CPG RSU, CPG PSU or CPG phantom unit is nonqualified deferred compensation subject to Section 409A of the Code, the merger agreement provides that payment in respect of such CPG RSU, CPG PSU or CPG phantom unit, as the case may be, will be made at the earliest time permitted under the applicable CPG stock plan that will not trigger a tax or penalty under Section 409A of the Code, with interest from the closing date through the date of such payment.

CPG Employee Stock Purchase Plan

Under the merger agreement, CPG is required, prior to the closing date and in accordance with the terms of the CPG ESPP, to take all actions necessary in order that: (i) the final savings period will end no later than the 10^th business day prior to the anticipated closing date (or, if the anticipated closing date becomes known less than 10 business days prior to such anticipated closing date, then as soon as practicable after such anticipated closing date becomes known and prior to the closing date); (ii) each CPG ESPP participant’s accumulated contributions under the CPG ESPP will be used to purchase shares of CPG common stock in accordance with the terms of the CPG ESPP as of the end of the final savings period; and (iii) the CPG ESPP will terminate immediately following the conclusion of the final savings period.

Exchange and Payment Procedures

Prior to the effective time of the merger, Parent or US Parent is required under the merger agreement to appoint a paying agent, which paying agent and terms of its appointment will be reasonably acceptable to CPG, for the purpose of exchanging the shares of CPG common stock for the per share merger consideration. At or prior to the effective time of the merger, US Parent must deposit or cause to be deposited with the paying agent cash in immediately available funds in an amount sufficient to fund the aggregate per share merger consideration payable to holders of shares of CPG common stock pursuant to the merger agreement.

Promptly after the effective time of the merger, and in any event within three business days thereafter, the surviving corporation is required under the merger agreement to cause the paying agent to mail or otherwise provide to each holder of record of shares of CPG common stock (other than holders of cancelled shares and dissenting shares) the following:

The merger agreement provides that no holder of book-entry shares will be required to deliver a certificate formerly representing shares of CPG common stock or an executed letter of transmittal to the paying agent to receive the aggregate per share merger consideration that such holder is entitled to receive as a result of the merger. Instead, each holder of record of one or more book-entry shares, upon receipt by the paying agent of a customary “agent’s message” constituting the deemed surrender of such holder’s book-entry shares, will be entitled to receive, and US Parent will cause the paying agent to pay and deliver as promptly as reasonably practicable after the effective time of the merger, the per share merger consideration (after giving effect to any required tax withholdings) for each of the book-entry shares held of record by such holder, and the book-entry shares so surrendered will forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the shares of CPG common stock.

In the event of a transfer of ownership of shares of CPG common stock that is not registered in the transfer records of CPG or if payment of the applicable per share merger consideration is to be made to a person other

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than the person in whose name the surrendered book-entry share is registered, the merger agreement provides that upon due surrender of the book-entry share, a check for any cash to be exchanged may be issued to such transferee or other person if the book-entry share formerly representing such shares of CPG common stock is presented to the paying agent accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable transfer or other similar taxes have been paid or are not applicable.

Until surrendered in the manner contemplated above, each share of CPG common stock will be deemed at any time after the effective time of the merger to represent only the right to receive upon such surrender (together with such documents as may reasonably be required pursuant to the instructions included in the applicable transmittal materials) the per share merger consideration pursuant to the merger agreement. US Parent is required to pay all charges and expenses, including those of the paying agent, in connection with the exchange of shares of CPG common stock for the per share merger consideration.

Any portion of the per share merger consideration deposited with the paying agent (including the proceeds of any investment thereof) that remains undistributed one year after the effective time of the merger will be delivered to US Parent or the surviving corporation upon demand by US Parent. Thereafter, any holders of shares of CPG common stock (other than cancelled shares or dissenting shares) will be entitled to look only to US Parent and the surviving corporation for payment of the per share merger consideration (after giving effect to any required tax withholdings), without interest, upon acceptable evidence of book-entry shares in accordance with the procedures for surrender set forth above, and US Parent and the surviving corporation will remain liable (subject to applicable abandoned property, escheat or other similar laws) for payment of the per share merger consideration payable upon due surrender of such book-entry shares. None of the surviving corporation, the TransCanada parties, CPG, the paying agent or any other person will be liable to any former holder of shares of CPG common stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or other similar laws.

From and after the effective time of the merger, there will be no transfers on the stock transfer books of CPG of the shares of CPG common stock that were outstanding immediately prior to the effective time of the merger. If, after the effective time of the merger, acceptable evidence of a book-entry share is presented to the surviving corporation, Parent, US Parent or the paying agent for transfer, it will be cancelled and exchanged for the cash amount in immediately available funds to which the holder of such share is entitled pursuant to the merger agreement. The per share merger consideration paid upon receipt by the paying agent of an “agent’s message” for book-entry shares in accordance with the terms of the merger agreement will be deemed to have been paid in full satisfaction of all rights pertaining to the shares of CPG common stock formerly represented by such book-entry shares.

US Parent, the surviving corporation and their respective agents (including the paying agent) will be entitled to deduct and withhold any applicable taxes from the consideration otherwise payable pursuant to the merger agreement to any holder of shares of CPG common stock, CPG RSUs, CPG PSUs or CPG phantom units, and pay over such withheld amount to the appropriate governmental entity. Any amount so withheld will be promptly remitted to the applicable governmental entity and be treated for all purposes under the merger agreement as having been paid to such holder.

Appraisal Rights

Any shares of CPG common stock that are issued and outstanding immediately prior to the effective time of the merger and as to which the holders of such shares have properly demanded appraisal in accordance with Section 262 of the DGCL and have not effectively withdrawn such demand, which we refer to as dissenting shares, will not be converted into the right to receive the per share merger consideration unless and until such person has effectively withdrawn or lost such person’s right to appraisal under the DGCL, at which time such shares of CPG common stock will be treated as if they had been converted into and become exchangeable for the right to receive, as of the effective time of the merger, the per share merger consideration, after giving effect to

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any required tax withholdings, and such shares of CPG common stock will no longer be deemed dissenting shares, and such holder will cease to have any other rights with respect to such shares of CPG common stock. Each holder of dissenting shares will be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the dissenting shares owned by such holder. CPG must give Parent and US Parent prompt notice of any written demands for appraisal, attempted withdrawals of such demands and any other instruments served pursuant to applicable law that are received by CPG or any of its representatives, relating to stockholders’ rights of appraisal, and Parent and US Parent will be entitled to participate in and direct all negotiations and proceedings with respect to any demand for appraisal under the DGCL. Under the merger agreement, CPG may not, except with the prior written consent of Parent and US Parent, make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands, except as required by applicable law.

Adjustments to Prevent Dilution

In the event that the number of shares of CPG common stock or securities convertible or exchangeable into or exercisable for shares of CPG common stock issued and outstanding after the date of the merger agreement and prior to the effective time of the merger are changed into a different number of shares of CPG common stock or securities or a different class as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, the per share merger consideration will be equitably adjusted, without duplication, to provide the holders thereof the same economic effect contemplated by the merger agreement prior to such change (but the merger agreement expressly provides that this provision is not to be construed to permit CPG or its subsidiaries or any other person to take any action that is otherwise prohibited by the terms of the merger agreement).

Representations and Warranties

Representations and Warranties of CPG

The merger agreement contains customary representations and warranties made by CPG to the TransCanada parties that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement, in the CPG disclosure letter or in certain reports filed by CPG or CPPL. In particular, certain of these representations and warranties are subject to materiality or “material adverse effect” qualifications (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct is material or would result in a material adverse effect on CPG, as further described in the section entitled “—Material Adverse Effect” beginning on page 91 of this proxy statement). In addition, certain of the representations and warranties in the merger agreement are subject to knowledge qualifications, which means that those representations and warranties would not be deemed untrue, inaccurate or incorrect as a result of matters of which certain officers of CPG did not have actual knowledge after reasonable inquiry.

In the merger agreement, CPG made representations and warranties to the TransCanada parties regarding, among other things:

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Material Adverse Effect

Many of CPG’s representations and warranties in the merger agreement are qualified by, among other things, exceptions relating to the absence of a “material adverse effect”, which means any change, effect, event, occurrence or development (each of which we refer to as a Change) that has a material adverse effect on the business, financial condition, assets, properties, liabilities, operations or results of operations of CPG and its subsidiaries, taken as a whole, but excluding any Change to the extent resulting from:

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except, with respect to the first, second, third, fifth, sixth and seventh bullet points above, to the extent that CPG and its subsidiaries, taken as a whole, are disproportionately adversely affected by such Change as compared with other participants in the industries in which CPG and its subsidiaries operate (in which case, solely the incremental disproportionate impact or impacts may be taken into account in determining whether there has been a material adverse effect).

Representations and Warranties of the TransCanada Parties

The merger agreement also contains customary representations and warranties made by the TransCanada parties to CPG that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement or in the disclosure letter that Parent delivered to CPG in connection with the merger agreement. In particular, certain of these representations and warranties are subject to knowledge qualifications, which means that those representations and warranties would not be deemed untrue, inaccurate or incorrect as a result of matters of which certain officers of TransCanada did not have actual knowledge after reasonable inquiry. The representations and warranties of the TransCanada parties relate to, among other things:

The representations and warranties in the merger agreement of each of CPG and the TransCanada parties will not survive the effective time of the merger.

Conduct of CPG’s Business Pending the Merger

Under the merger agreement, CPG has agreed to certain restrictions on the operation of its business until the earlier of the effective time of the merger and the termination of the merger agreement. In general, CPG and its

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subsidiaries will conduct their businesses in the ordinary course of business consistent with past practice and will use commercially reasonable efforts to preserve their current business organizations and to preserve, in all material respects, their relationships and goodwill with governmental entities, customers, suppliers, creditors, lessors, lessees, officers and employees.

In addition, except as specifically disclosed in the CPG disclosure letter, required by applicable law, as otherwise expressly contemplated by the merger agreement or with the written consent of Parent (which consent cannot be unreasonably withheld, conditioned or delayed), CPG will not, and will not permit its subsidiaries to:

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Notwithstanding any of the foregoing restrictions, the TransCanada parties and CPG have agreed that CPG and CPPL will be permitted to undertake certain intercompany and related financing transactions if the merger is not completed by September 30, 2016, subject to certain agreed limitations.

The merger agreement provides that, with respect to CPPL and its subsidiaries, CPG’s obligations to take an action or not to take an action, or to cause its subsidiaries to take an action or not to take an action, in each case as summarized in this section of this proxy statement, only apply (i) to the extent permitted by the organizational documents and governance arrangements of CPPL and its subsidiaries, (ii) to the extent CPG is authorized and empowered to bind CPPL and its subsidiaries and (iii) to the extent permitted by CPG’s or its subsidiaries’ duties (fiduciary or otherwise) to CPPL or any of its equity holders.

The merger agreement is not intended to give any of the parties to the merger agreement, directly or indirectly, the right to control, direct or influence another party’s operations prior to the effective time of the merger. Prior to the effective time of the merger, each party will exercise, consistent with the terms and conditions of the merger agreement, complete control and supervision over its operations.

Non-Solicitation of Acquisition Proposals

Non-Solicitation of Acquisition Proposals

From the date of the merger agreement until the earlier of the effective time and the termination of the merger agreement, CPG is subject to restrictions on its ability to solicit third-party proposals relating to alternative transactions or to provide information to and engage in discussions or negotiations with a third-party in relation to an alternative transaction (subject to certain exceptions prior to the time the CPG stockholder approval is obtained as described further below). Specifically, CPG and its subsidiaries and CPG’s and CPG’s subsidiaries’ officers and directors may not, and CPG must instruct and use its reasonable best efforts to cause its and its subsidiaries’ representatives not to, directly or indirectly:

Under the merger agreement, an acquisition proposal means any proposal or offer (whether or not in writing) from, or public announcement by, any person or group of persons (other than Parent, Merger Sub or their respective affiliates) relating to any transaction or series of transactions involving (i) any direct or indirect sale, lease, transfer, exchange, acquisition or purchase of any assets or one or more businesses that constitute more than 15% of the net revenues, net income or assets of CPG and its subsidiaries, taken as a whole, or more than 15% of the total voting power of any class of equity securities of CPG, (ii) any direct or indirect sale,

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exchange, transfer or other disposition, tender offer or exchange offer or other similar transaction that, if consummated, would result in any person or “group” (as defined in the Exchange Act) of persons directly or indirectly acquiring beneficial or record ownership of more than 15% of the total voting power of any class of equity securities of CPG, or (iii) any merger, reorganization, consolidation, share exchange, business combination, recapitalization, liquidation, joint venture, partnership, dissolution or similar transaction involving CPG (or any subsidiary or subsidiaries of CPG whose business constitutes more than 15% of the net revenues, net income or consolidated assets of CPG and its subsidiaries, taken as a whole).

Fiduciary Exception

Notwithstanding the foregoing restrictions, prior to the time the CPG stockholder approval is obtained, CPG may, subject to CPG providing prior notice to Parent:

in each case if, prior to taking such action, the Board:

In addition, CPG must promptly provide to Parent a true and complete copy of any confidentiality agreement entered into as contemplated above and copies of any information provided to a third-party that has made an acquisition proposal to the extent not previously provided to Parent, in each case, redacted, if necessary, to remove the identity of the person making the proposal or offer.

Under the merger agreement, a superior proposal means a bona fide written acquisition proposal, which was not initiated, solicited, encouraged or facilitated in violation of the non-solicitation obligations described above, relating to any acquisition or purchase by a person or group of persons of (i) assets that generate more than 50% of the consolidated total revenues of CPG and its subsidiaries, taken as a whole, (ii) assets that constitute more than 50% of the consolidated total assets of CPG and its subsidiaries, taken as a whole, or (iii) more than 50% of the total voting power of the equity securities of CPG, in each case, that the Board determines in good faith (after consultation with its financial advisor and outside legal counsel) is reasonably likely to be consummated in accordance with its terms, taking into account (A) the timing and likelihood of consummation of the proposal (including whether such acquisition proposal is contingent on receipt of third-party financing or is terminable by the acquiring person or group upon payment of a termination payment), (B) all legal, financial and regulatory aspects of the acquisition proposal and (C) the person or group making the acquisition proposal (including in respect of the potential effects of any actions that might be required by any governmental entity with jurisdiction over enforcement of any applicable antitrust or competition law in connection with the consummation of such transaction), and if consummated, would result in a transaction more favorable to CPG stockholders from a financial point of view than the merger.

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Existing Discussions

CPG agreed, upon execution of the merger agreement, to immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted prior to the date of the merger agreement with respect to any acquisition proposal. CPG also agreed that it would promptly inform any such parties of CPG’s obligations under the merger agreement and request that any person that executed a confidentiality agreement in connection with its consideration of a potential transaction with CPG or any of its subsidiaries return or destroy all confidential information furnished to such person by or on behalf of CPG or any of its subsidiaries.

Notice

CPG must promptly (and, in any event, within 24 hours) notify Parent if any inquiries, proposals or offers with respect to an acquisition proposal are received by, any information relating to CPG or any of its subsidiaries is requested from, or any discussions or negotiations are sought to be initiated or continued with, CPG or any of its representatives indicating, in connection with such notice, except to the extent such information is permitted to be redacted under the merger agreement, the name of such person and the material terms and conditions of any proposals or offers (including, if applicable, copies of any written requests, proposals or offers, including proposed agreements). CPG must (i) keep Parent informed, on a reasonably prompt basis, of the status and terms of any such inquiries, indications of interest, proposals or offers (including any changes to the terms and conditions of any of the foregoing) and the status of any such discussions or negotiations, including any change in CPG’s intentions as previously notified and (ii) provide to Parent as soon as reasonably practicable (and, in any event, within 24 hours of receipt or delivery thereof) true and complete copies of all written material (including draft agreements) specifying the material terms and conditions of such acquisition proposal exchanged between CPG, its subsidiaries or its representatives, on the one hand, and the person making such acquisition proposal, on the other hand.

No Change in Board Recommendation; No Entry into Alternative Transactions

No Change in Board Recommendation; No Entry into Alternative Transactions

In the merger agreement, the Board agreed to recommend that CPG stockholders vote in favor of adoption of the merger agreement. Subject to certain exceptions described below, the Board and each committee of the Board may not:

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Fiduciary Exception

Prior to the time that the CPG stockholder approval is obtained and so long as CPG is not in violation of the non-solicitation obligations described above, the Board may effect a change of recommendation in response to a superior proposal that was not withdrawn at the time of the change of recommendation or cause CPG to terminate the merger agreement for the purpose of entering into a definitive agreement with respect to a superior proposal (subject to paying the required termination payment to Parent prior to or concurrently with such termination, as described in the section entitled “—Termination Payment and Expenses” beginning on page 107 of this proxy statement), in each case if the Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law. However, the Board may not take any such action unless:

The Board may also effect a change of recommendation in response to an intervening event (as defined below) if the Board determines in good faith, after consultation with its financial advisor and outside legal counsel that, in light of such intervening event, the failure to effect such a change of recommendation would be inconsistent with the directors’ fiduciary duties under applicable law. However, the Board may not take any such action unless:

Under the merger agreement, an intervening event means an event, fact, occurrence, development or circumstance that was not known to the Board as of the date of the merger agreement (or if known, the consequences of which were not known to the Board as of the date of the merger agreement). The merger

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agreement expressly provides that the receipt, existence or terms of, or any matter relating to, or the consequences of, an acquisition proposal will in no event constitute an intervening event.

Certain Permitted Disclosure

Nothing in the merger agreement will prevent CPG or any of its subsidiaries from (i) complying with its disclosure obligations under U.S. federal or state law with regard to an acquisition proposal or change of recommendation or (ii) making any disclosure to its stockholders if the Board or the board of directors of any of CPG’s subsidiaries determines in good faith (after consultation with and receiving advice of its outside legal counsel) that the failure to do so would reasonably be expected to result in a breach of such directors’ fiduciary duties under applicable law; except that (A) solely in the case of clause (ii) above, if such disclosure would otherwise constitute a breach of the provisions of the merger agreement relating to a change of recommendation or alternative acquisition agreements, such disclosure will be deemed to be a breach of such provisions and (B) if such disclosure constitutes an approval, recommendation, or declaration of advisability of any acquisition proposal or an action inconsistent with the CPG Board recommendation, or the withholding, withdrawal, qualification or modification of the CPG Board recommendation in a manner adverse to Parent, such disclosure will be deemed to be a change of recommendation and Parent will have the right to terminate the merger agreement (as described in the section below entitled “—Termination” beginning on page 105 of this proxy statement). The issuance by CPG or the Board of a “stop, look and listen” communication as contemplated by Rule 14d-9(f) promulgated under the Exchange Act (or any similar communication to its stockholders) in which CPG indicates that the Board has not changed the CPG Board recommendation will not constitute a change of recommendation.

Special Meeting

Unless the merger agreement is terminated, regardless of whether the Board determines at any time that the merger agreement is no longer advisable, recommends that the stockholders of CPG reject the merger agreement or any other change of recommendation has occurred, CPG is required, as promptly as reasonably practicable after the execution of the merger agreement, to take all actions necessary to establish a record date for, duly call, give notice of, convene and hold the special meeting. However, CPG may, acting in good faith after consulting with its outside legal counsel, postpone or adjourn the special meeting (i) with the consent of Parent (not to be unreasonably withheld, conditioned or delayed), (ii) to ensure that any required supplement or amendment to this proxy statement is provided to the stockholders of CPG within a reasonable amount of time in advance of the special meeting consistent with SEC guidance and applicable law, (iii) if CPG reasonably believes that (A) it is necessary and advisable to do so in order to solicit additional proxies in order to obtain the CPG stockholder approval, whether or not a quorum is present, or (B) CPG will not have sufficient shares of CPG common stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the special meeting (but in such case, the date of the special meeting is not to be postponed or adjourned more than an aggregate of 15 calendar days) or (iv) as may be required by applicable law. Subject to the provisions of the merger agreement discussed above under “—No Change in Board Recommendation; No Entry into Alternative Transactions” beginning on page 98 of this proxy statement, CPG has agreed that the Board will recommend the adoption of the merger agreement and will use its reasonable best efforts to solicit from CPG stockholders proxies in favor of such adoption.

Filings; Other Actions; Notification

General Obligations

As a general matter, each party to the merger agreement must cooperate with the other parties and use its reasonable best efforts to take or cause to be taken all actions and do or cause to be done all things reasonably necessary, proper or advisable under the merger agreement and applicable law to consummate and make effective the merger and the other transactions contemplated by the merger agreement as soon as practicable,

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including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party or any governmental entity in order to consummate the merger or any of the other transactions contemplated by the merger agreement.

Antitrust Approval

CPG and TransCanada have agreed to make all filings required under the HSR Act with respect to the transactions contemplated by the merger agreement as promptly as practicable after the date of the merger agreement, to comply at the earliest practicable date with any request under the HSR Act for additional information, documents, or other materials received by each of them or any of their respective subsidiaries from the FTC, the DOJ or any other governmental entity in respect of such filings or such transactions and to cooperate with each other in connection with any such filing. Subject to applicable law, the parties must consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party related to proceedings under the HSR Act and other antitrust laws, except that TransCanada, after good faith consultation with CPG, and after considering in good faith CPG’s views and comments, will have the principal responsibility for devising and implementing the strategy for obtaining U.S. antitrust approval for the merger.

Subject to certain limitations as described below, TransCanada has agreed to take or cause to be taken all actions necessary to avoid the entry of any permanent, preliminary or temporary injunction or other order or determination that would delay or prohibit consummation of the transactions contemplated by the merger agreement. This includes agreeing to sell, lease, license or otherwise dispose of, or hold separate pending such disposition, and promptly to effect the sale, lease, license, disposal and holding separate of, assets or businesses of CPG or TransCanada or their subsidiaries if, after a reasonable period of time to permit TransCanada to consult with and engage in discussions with the relevant government antitrust entity, such action is reasonably necessary or advisable to avoid, prevent or eliminate the actual, anticipated or threatened commencement of litigation or issuance of any order or judgment that would delay or prohibit consummation of the merger by any government antitrust entity. In addition, in the event that any permanent, preliminary or temporary injunction is entered or issued, or becomes reasonably foreseeable to be entered or issued, which would make consummation of the merger in accordance with the terms of the merger agreement unlawful or that would delay or prohibit consummation of the merger, TransCanada has agreed, subject to certain limitations as described below under “—Certain Limitations on TransCanada’s Obligations to Obtain Regulatory Approvals”, to take all actions necessary to resist, vacate, modify, reverse, suspend, prevent or eliminate such actual, anticipated or threatened injunction so as to permit the merger to close as promptly as practicable.

CFIUS Clearance

CPG and TransCanada have also agreed to use reasonable best efforts to obtain the CFIUS Clearance described in the section entitled “The Merger—Regulatory Approvals” beginning on page 83 of this proxy statement. Such reasonable best efforts includes (i) submitting the draft and final joint voluntary notice with CFIUS in accordance with the requirements of the DPA and within the time limits agreed among the parties and (ii) providing any information requested by CFIUS or any other agency or branch of the U.S. government in connection with the CFIUS review in accordance with the time periods required by applicable law without the need to request an extension of time. With respect to TransCanada and its subsidiaries, such reasonable best efforts also includes, subject to the limitations described below, agreeing to any action, condition or restriction required by CFIUS in connection with the CFIUS Clearance (including entering into any mitigation agreement with CFIUS as may be required) in order to receive the CFIUS Clearance as promptly as reasonably practicable and in any event prior to the sixth business day prior to September 17, 2016, unless Parent, US Parent and Merger Sub have, prior to such date, irrevocably waived the closing condition under the merger agreement relating to CFIUS Clearance.

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Certain Limitations on TransCanada’s Obligations to Obtain Regulatory Approvals

Nothing contained in the merger agreement will be deemed to require TransCanada or its subsidiaries to offer, accept, agree to or commit to agree to any terms, conditions, liabilities, obligations, commitments, sanctions or restrictions or to take any action imposed upon or otherwise affecting, directly or indirectly, TransCanada, CPG or any of their respective subsidiaries, in connection with obtaining the permits, consents, approvals, clearances and authorizations of any governmental entities, that would reasonably be expected to, individually or in the aggregate, net of any benefits arising out of or related to the taking of such action or the making of such agreement, have a material adverse effect on (i) the business, condition (financial or otherwise), assets, properties, liabilities, operations or results of operations of CPG and its subsidiaries, taken as a whole, or (ii) the business, condition (financial or otherwise), assets, properties, liabilities, operations or results of operations of TransCanada and its subsidiaries, taken as a whole (deeming for such purpose TransCanada and its subsidiaries, taken as a whole, to be the same size as CPG and its subsidiaries, taken as a whole). However, any laws of general applicability to which CPG or any of its subsidiaries are subject and to which TransCanada or any of its subsidiaries become subject as a condition to, or by reason of, the consummation of the merger will not be taken into account in determining whether there has been a material adverse effect on the business, condition (financial or otherwise), assets, properties, liabilities, operations or results of operations of TransCanada and its subsidiaries, taken as a whole.

Financing

The obligations of the TransCanada parties to complete the merger are not contingent upon the receipt by them of any financing.

The TransCanada parties have represented to CPG in the merger agreement that the proceeds of the TransCanada equity offering, the acquisition credit facilities and the other financial resources of Parent and US Parent, including cash on hand, will be sufficient, at the closing of the merger, to pay the aggregate per share merger consideration and to satisfy all of their other financial obligations under the merger agreement. The TransCanada parties (other than Merger Sub) have agreed to use their reasonable best efforts to arrange and consummate the acquisition credit facilities to the extent the commitments in respect of the acquisition credit facilities are not reduced in accordance with the terms of the commitment letters by the net cash proceeds of the TransCanada equity offering, certain other debt or equity offerings or certain other asset sales consummated prior to the closing of the merger.

CPG has agreed to use its reasonable best efforts to provide all assistance reasonably requested by Parent in connection with the acquisition credit facilities, the TransCanada equity offering or any other public or private offering of debt, equity or hybrid securities by TransCanada or any of its subsidiaries or by TransCanada Trust between the date of the merger agreement and the closing date, which we refer to collectively as financings, subject to customary limitations. This assistance may include, among other things, cooperating with marketing efforts for the financings, assisting in preparation of lender and underwriting presentations, prospectuses and similar marketing documents, participation by senior management of CPG in meetings with prospective lenders, underwriters and rating agencies, providing financial information regarding CPG and its subsidiaries to the TransCanada parties, and assisting with the preparation of pro forma financial adjustments to the extent relating to CPG. CPG has also agreed to use its reasonable best efforts to provide all assistance reasonably requested by Parent in connection with the repayment of any of its existing indebtedness and the procurement of customary payoff letters and lien releases in connection with the transactions contemplated by the merger agreement and financings.

TransCanada and Parent have agreed to reimburse CPG for all reasonable out-of-pocket costs and expenses incurred by CPG or its subsidiaries or their respective representatives in connection with their cooperation in connection with the financings or the repayment of CPG’s existing indebtedness, and to indemnify and hold harmless CPG, its subsidiaries, and their respective representatives from and against any and all claims, losses, damages, fees, costs and expenses suffered or incurred by them in connection with such cooperation or the financings, subject to customary limitations.

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Employee Benefits Matters

Following the effective time of the merger and until December 31, 2017, which we refer to as the continuation period, Parent has agreed to provide to the individuals who are employed by CPG or any of its subsidiaries immediately before the effective time of the merger and who continue employment during the continuation period (which, other than any individual covered by a collective bargaining agreement, we refer to as the continuing employees) with (i) annual base compensation no less than the annual base compensation provided immediately prior to the effective time of the merger, (ii) annual target cash incentive amounts that are no less than the annual target cash incentive amounts provided immediately prior to the effective time of the merger and (iii) severance benefits that are no less favorable than the severance benefits provided immediately prior to the effective time of the merger. Annual cash incentives for the pre-closing portion of the year of the closing will be measured based on the greater of target and actual performance, and the post-closing portion of the year of the closing will be based on actual performance. In addition, Parent has agreed to maintain during the continuation period, without any amendment or modification that would affect continuing employees who are eligible for such CPG benefit plans immediately prior to the effective time of the merger, a level of benefits for such continuing employees that are no less favorable in the aggregate than the level of benefits provided immediately prior to the effective time of the merger with respect to benefits provided under certain specified CPG benefit plans as set forth in the CPG disclosure letter. Parent has agreed to assume and honor certain agreements between CPG and individual employees with respect to payments, benefits or rights arising as a result of the merger.

The parties have agreed that with respect to all plans in which the continuing employees are eligible to participate after the closing date of the merger (including any vacation, paid time-off and severance plans), for purposes of determining eligibility to participate, level of benefits or vesting (but not for benefit accrual under any defined benefit pension plan), each continuing employee’s service with CPG or any of its subsidiaries will be treated as service with Parent or any of its subsidiaries to the extent such service would have been recognized by CPG or its subsidiaries under analogous benefit plans prior to the effective time of the merger; provided that such service need not be recognized to the extent that such recognition would result in any duplication of benefits for the same period of service. Parent has agreed to use all commercially reasonable efforts to waive any pre-existing conditions, limitations, exclusions, actively-at-work requirements and waiting periods under its welfare benefit plans and to use all commercially reasonable efforts to recognize the dollar amount of all co-payments, deductibles and similar expenses incurred by each continuing employee (and his or her eligible dependents) during the calendar year in which the closing date of the merger occurs.

CPG has agreed to adopt an amendment to the 401(k) Savings Plan contingent upon and effective as of the closing of the merger, to terminate the CPG stock fund and remove CPG stock as an investment alternative under the plan.

Stockholder Litigation

CPG must advise Parent promptly in writing of any stockholder litigation arising out of or relating to the merger agreement or the transactions contemplated by the merger agreement and must keep Parent reasonably informed regarding any such matter. CPG may not settle any such litigation without Parent’s consent, which consent may not be unreasonably withheld or delayed, subject to certain specific exceptions.

Other Agreements

The merger agreement contains certain other covenants and agreements between the parties, including covenants and agreements relating to:

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Conditions to the Merger

Each party’s obligation to consummate the merger is subject to the satisfaction or (to the extent permitted by law) waiver of the following conditions:

The obligations of Parent, US Parent and Merger Sub to effect the merger are subject to the satisfaction or (to the extent permitted by law) waiver of the following additional conditions:

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CPG’s obligation to effect the merger is subject to the satisfaction or (to the extent permitted by law) waiver of the following additional conditions:

Termination

The merger agreement may be terminated at any time prior to the effective time of the merger, whether before or after the adoption of the merger agreement by CPG stockholders, under the following circumstances:

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Termination Payment and Expenses

CPG will be required to pay Parent a termination payment of $309 million if: