CPPL Columbia Pipeline Partners LP Common Units Representing Limited Partner Interests

NOTICE OF SPECIAL MEETING OF UNITHOLDERS

To the CPPL Common Unitholders:

A special meeting (the “CPPL Special Meeting”) of common unitholders (the “CPPL Common Unitholders”) of Columbia Pipeline Partners LP (“CPPL”) will be held on                 , at          (local time), located at                 , for the following purpose:

This item of business is more fully described in the proxy statement accompanying this notice.

CPPL will transact no other business at the CPPL Special Meeting except such business as may properly be brought before the CPPL Special Meeting or any adjournment or postponements thereof. At this time, CPPL knows of no other matters that will be presented for the consideration of its common unitholders at the special meeting.

The Merger Proposal will be approved if the holders, as of the record date of the CPPL Special Meeting, of (1) a majority of the outstanding common units representing limited partners interests in CPPL (“CPPL Common Units”) vote in favor of the Merger Proposal, (2) a majority of the outstanding CPPL Common Units held by CPPL Unaffiliated Unitholders (as defined below) vote in favor of the Merger Proposal and (3) a majority of the subordinated units representing limited partner interests in CPPL (“CPPL Subordinated Units”) vote in favor of the Merger Proposal. Concurrently with the execution of the Merger Agreement, Columbia Energy Group, a Delaware corporation and wholly owned subsidiary of CPG (“CEG”), as the holder of all of the CPPL Subordinated Units, has executed and delivered a written consent approving the Merger Proposal, which consent satisfies the voting requirement with respect to the holders of the outstanding CPPL Subordinated Units. Failure to vote, abstentions and broker non-votes (if any) will have the same effect as a vote against the Merger Proposal.

The conflicts committee (the “Conflicts Committee”) of the board of directors of CPP GP (the “CPP GP Board”), consisting of three independent directors, has (1) unanimously determined that each of the Merger, the Merger Agreement and the Merger Transactions is fair and reasonable to and in the best interests of CPPL and the holders of the outstanding CPPL Common Units (other than CPP GP and its controlling affiliates, including CPG and CEG) (the “CPPL Unaffiliated Unitholders”) and is not adverse to the interests of the CPPL Unaffiliated Unitholders or the interests of CPPL, (2) approved the Merger Agreement and the Merger Transactions, (3) recommended that the CPP GP Board approve the Merger Agreement, the execution, delivery and performance of the Merger Agreement and the consummation of the Merger Transactions and (4) recommended that the CPP GP Board submit the Merger Agreement to a vote of CPPL’s limited partners and recommend approval of the Merger Agreement by CPPL’s limited partners, such approval and recommendation by the Conflicts Committee constituting “Special Approval” as such term is defined in the CPPL partnership agreement. The CPP GP Board, after considering various

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factors, including the unanimous determination and recommendation of the Conflicts Committee, determined that each of the Merger, the Merger Agreement and the Merger Transactions is fair and reasonable to and in the best interests of CPPL and the CPPL Unaffiliated Unitholders and is not adverse to the interests of the CPPL Unaffiliated Unitholders or the interests of CPPL and approved the Merger Agreement, the execution, delivery and performance of the Merger Agreement and the consummation of the Merger Transactions. Accordingly, the CPP GP Board recommends that CPPL’s limited partners vote in favor of the Merger Proposal.

Only CPPL Common Unitholders of record as of the close of business on                 , the record date of the CPPL Special Meeting, are entitled to notice of and to vote at the CPPL Special Meeting. A list of CPPL Common Unitholders entitled to vote at the CPPL Special Meeting will be available for inspection to the CPPL Common Unitholders of record at CPPL’s offices in Houston, Texas, for any purpose relevant to the CPPL Special Meeting during normal business hours for a period of ten days before the CPPL Special Meeting and at the CPPL Special Meeting or any adjournment or postponements thereof.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING, PLEASE CAUSE YOUR UNITS TO BE VOTED IN ONE OF THE FOLLOWING WAYS:

The enclosed proxy statement provides a detailed description of the Merger Transactions and the Merger Agreement. CPPL urges you to read this proxy statement, including any documents incorporated by reference and the Annexes, carefully and in its entirety. If you have any questions concerning the Merger or this proxy statement, would like additional copies of this proxy statement, or have questions about how to vote your CPPL Common Units, please contact CPPL’s proxy solicitor:

D.F. King & Co., Inc.

48 Wall Street

New York, NY 10005

Please call toll-free: (877) 864-5058

Banks and Brokers, please call: (212) 269-5550

By order of CPP GP LLC, as the general partner of Columbia Pipeline Partners LP,

Stanley G. Chapman III

President of CPP GP, LLC, the general partner of Columbia

Pipeline Partners LP

Houston, Texas

                    , 2016

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

See “Information about the Special Meeting and Voting.”

See “Information about the Special Meeting and Voting.”

See “The Merger Agreement—The Merger Consideration.”

Until the Effective Time, CPG shall, subject to compliance with applicable law, cause CPP GP to declare, and CPPL to pay, regular quarterly cash distributions to CPPL Common Unitholders at the quarterly per unit distribution rate of $0.1975, with the declaration date and record date for each quarterly distribution to occur no later than 30 days and 42 days, respectively, after the end of each fiscal quarter.

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See “The Merger Agreement—Treatment of Equity Awards.”

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For a full list of the factors considered by the CPP GP Board and the Conflicts Committee, please see Special Factors—Recommendation of the Conflicts Committee and the CPP GP Board; Reasons for Recommending Approval of the Merger Proposal.”

See “The Merger Agreement—Effective Time; Closing.”

See “The Merger Agreement—Expenses.”

For a more complete summary of the conditions that must be satisfied or waived prior to the completion of the Merger, see “The Merger Agreement—Conditions to Completion of the Merger.”

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See “Information about the Special Meeting and Voting.”

CEG, as the holder of all of the CPPL Subordinated Units, has executed and delivered a written consent approving the Merger Proposal, which consent satisfies the voting requirement with respect to the holders of the CPPL Subordinated Units.

See “Information about the Special Meeting and Voting.”

For more information regarding the ability of CPPL to terminate the Merger Agreement, and the Conflicts Committee’s ability to change its recommendation with respect to the Merger Proposal, see “The Merger Agreement—Termination” and “The Merger Agreement—CPP GP Recommendation and CPPL Adverse Recommendation Change.”

If your CPPL Common Units are held by a bank, broker or other nominee, you are considered the beneficial owner of CPPL Common Units held in “street name”, and your bank, broker or other nominee is considered

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the unitholder of record with respect to those CPPL Common Units. Your bank, broker or other nominee should send you, as the beneficial owner, a package describing the procedure for voting your CPPL Common Units. You should follow the instructions provided by them to vote your CPPL Common Units. You are invited to attend the CPPL Special Meeting; however, you may not vote your CPPL Common Units in person at the meeting unless you obtain a “legal proxy” from your bank, broker, or other nominee that holds your CPPL Common Units, giving you the right to vote the CPPL Common Units at the meeting.

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Unitholder of Record . If you are a unitholder of record, you may have your CPPL Common Units voted on matters presented at the CPPL Special Meeting in any of the following ways:

Proxies submitted by the Internet or telephone must be received by                 , local time, on                 . 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 received by CPP GP’s Corporate Secretary by the time the CPPL Special Meeting begins.

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 CPPL Common Units voted. Those instructions will identify which of the above choices are available to you in order to have your CPPL Common Units voted. Please note that if you are a beneficial owner and wish to vote in person at the CPPL Special Meeting, you must provide a “legal proxy” from your bank, brokerage firm or other nominee at the CPPL Special Meeting. To attend the meeting in person (regardless of whether you intend to vote your CPPL Common Units 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 and Voting.”

For additional information regarding how to vote your CPPL Common Units, see “Information about the Special Meeting and Voting.”

If you hold CPPL Common Units 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 CPPL Common Units, see “Information about the Special Meeting and Voting.”

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See “Information about the Special Meeting and Voting.”

If you own CPPL Common Units 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 CPPL Common Units to be voted, the CPPL Common Units represented by your properly signed proxy will be voted “FOR” approval of the Merger Proposal.

See “Information about the Special Meeting and Voting.”

See “Information about the Special Meeting and Voting.”

See “Information about the Special Meeting and Voting.”

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See “Information about the Special Meeting and Voting.”

See “The Merger Agreement—Surrender of CPPL Common Units.”

See “Material U.S. Federal Income Tax Considerations” for a more complete discussion of certain U.S. federal income tax consequences of the Merger.

Banks, brokers and other nominees with accountholders who are CPPL Common Unitholders may be “householding” CPPL’s proxy materials. As indicated in the notice provided by these brokers to CPPL Common Unitholders, a single proxy statement will be delivered to multiple unitholders sharing an address unless contrary instructions have been received from an affected CPPL Common Unitholder. Once you have

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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 D.F. King, CPPL’s proxy solicitor, by calling toll-free at (877) 864-5058 or write to the following address:

Columbia Pipeline Partners LP

5151 San Felipe St., Suite 2500

Houston, Texas 77056

Attention: Corporate Secretary

Telephone: (713) 386-3701

D.F. King & Co., Inc.

48 Wall Street

New York, NY 10005

Please call toll-free: (877) 864-5058

Banks and Brokers, please call: (212) 269-5550

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SPECIAL FACTORS

This discussion of the Merger is qualified by reference to the Merger Agreement, which is attached to this proxy statement as Annex A . You should read the entire Merger Agreement carefully because it is the legal document that governs the Merger.

We are asking our unitholders to vote on the adoption of the Merger Agreement. If the Merger is completed, the holders of the CPPL Common Units will have the right to receive the Merger Consideration, less any applicable withholding taxes.

Background of the Merger

On February 11, 2015, CPPL completed its initial public offering (“IPO”) of approximately 53.8 million CPPL Common Units. Following the completion of CPPL’s IPO, CEG, then a wholly owned subsidiary of NiSource, Inc. (“NiSource”) owned all of the limited liability company interests in CPP GP, the general partner of CPPL, approximately 6.8 million CPPL Common Units, all of the outstanding CPPL Subordinated Units and incentive distribution rights and 85.4% of the limited partner interests in CPG OpCo LP (“Columbia OpCo”). CEG also maintained the right to appoint directors to the CPP GP Board. In connection with CPPL’s IPO, Robert C. Skaggs, Jr., Glen L. Kettering, Robert E. Smith, Stanley G. Chapman, III and Thomas W. Hofmann were appointed to the CPP GP Board to serve with Stephen P. Smith, who had served as CPP GP’s sole interim director prior to the offering. Mr. Hofmann was appointed to serve as the initial independent director of the CPP GP Board.

On March 13, 2015, the CPP GP Board was increased to seven directors and G. Stephen Finley was appointed to the CPP GP Board as an independent director.

On July 1, 2015, CPG was spun off from NiSource and became an independent, publicly traded company and NiSource did not retain any ownership interest in CPG. CPG owns all of the outstanding common stock of CEG.

Beginning in July 2015, CPG engaged in discussions and negotiations with certain parties concerning potential strategic opportunities, which eventually led to the signing of the CPG Merger Agreement (as defined below). A summary of these discussions and negotiations leading up to the signing of the CPG Merger Agreement was disclosed in the section entitled “The Merger—Background of the Merger” in the definitive proxy statement filed by CPG on May 17, 2016, which summary is incorporated herein by reference.

On August 26, 2015, Messrs. Hofmann and Finley, as the sole members of the Conflicts Committee at that time, held an in-person meeting in Houston, Texas for the purpose of hiring an independent advisor in connection with a potential drop-down transaction between CPG and CPPL. Representatives of the Conflicts Committee’s independent legal counsel at that time were present at the meeting during which the committee members interviewed three investment banks identified as candidates to serve as independent financial advisor to the Conflicts Committee. At that meeting, representatives of those investment banks answered questions from the Conflicts Committee on: (1) each such firm’s experience with CPPL’s operating company structure; (2) the expected diligence process and timeline for a potential transaction; (3) the experience of such firm’s potential team members; (4) the potential impact of CPPL’s incentive distribution rights on the analysis of a potential transaction; (5) the expected fees for such firm’s work on a potential transaction; (6) the wording of such firm’s proposed form of fairness opinion and (7) other related matters. During the interviews, each firm confirmed to the Conflicts Committee that it had no prior relationship with CPPL or its sponsors and would be able to offer the Conflicts Committee completely independent advice. Following the interviews, the committee members discussed their initial impressions regarding each of the three firms.

On September 8, 2015, the Conflicts Committee held a telephonic meeting with its counsel and a representative of CPPL. The committee members discussed, including with counsel and the representative from

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CPPL, their impressions regarding the interviewed banks and tentatively concluded that if a transaction were to arise, they would engage Jefferies, subject to the negotiation of a mutually acceptable engagement letter. Subsequently, in November 2015, CPG and CPPL terminated discussions related to the potential drop-down transaction.

On January 29, 2016, the size of the CPP GP Board was increased to eight members and Peggy A. Heeg was appointed to the CPPL GP Board as an independent director.

On March 17, 2016, CPG, TransCanada and certain affiliates of TransCanada entered into an Agreement and Plan of Merger (the “CPG Merger Agreement”), pursuant to which CPG would merge with a subsidiary of TransCanada and survive the merger as a wholly owned subsidiary of TransCanada (the “CPG Merger”).

Subsequent to the execution of the CPG Merger Agreement, TransCanada’s management determined it would be appropriate for TransCanada to evaluate potential strategic alternatives with respect to ownership of interests in its master limited partnerships (“MLPs”), which after the CPG Merger would consist of interests in CPPL and TC PipeLines, LP. During the week of May 16, 2016, TransCanada’s management received presentations from several investment banks, including Morgan Stanley Canada Limited (“Morgan Stanley”), regarding a potential engagement to advise TransCanada on its strategy related to its MLPs. Following further discussions among TransCanada’s management, it was determined that Morgan Stanley would be engaged by a subsidiary of TransCanada, subject to the negotiation of a mutually acceptable engagement letter. Subsequent negotiations over the terms of Morgan Stanley’s engagement letter continued from June 2016 to August 2016.

On June 7, 2016, members of TransCanada’s management had an initial meeting with Morgan Stanley after it was selected as financial advisor of TransCanada.

On June 8, 2016, TransCanada and Morgan Stanley entered into a confidentiality agreement with effect as of June 7.

On June 15, 2016, the TransCanada Board of Directors (the “TransCanada Board”) held a meeting where members of TransCanada’s management provided a verbal update on the progress of the acquisition of CPG. TransCanada management informed the TransCanada Board that it was undertaking a review of strategic options regarding the role of the MLPs in TransCanada’s business going forward and was in the process of retaining a financial advisor to assist with the review. TransCanada’s management explained that the strategic options included retaining both MLPs, merging both MLPs and taking one or both MLPs private TransCanada’s management also discussed press releases to be issued by TransCanada and CPPL in conjunction with announcing the closing of the CPG acquisition, which would announce that TransCanada had retained a financial advisor to assist in the review of its MLP strategy. Following discussion, the TransCanada Board agreed that TransCanada’s management should continue to explore possible alternatives regarding TransCanada’s MLP strategy.

On June 16, 2016, members of TransCanada’s management met with representatives of Morgan Stanley and generally discussed TransCanada’s strategic options with respect to its MLPs.

On June 17, 2016, TransCanada engaged Vinson & Elkins L.L.P. (“V&E”) as TransCanada’s outside legal counsel.

On June 21, 2016, members of TransCanada’s management held a telephonic meeting with representatives of Morgan Stanley and discussed the information to be provided by TransCanada to the independent directors of the CPP GP Board at a discussion planned for June 23, 2016.

On June 23, 2016, certain members of TransCanada’s management, Kristine L. Delkus, Alexander J. Pourbaix and Karl Johannson, who were to be appointed to the CPP GP Board upon the closing of

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TransCanada’s acquisition of CPG, advised the CPP GP Board’s three independent directors of TransCanada’s intention to announce, upon the closing of the acquisition of CPG, that TransCanada had retained a financial advisor, Morgan Stanley, to assist in developing its MLP strategy.

On July 1, 2016, CPG and TransCanada closed the CPG Merger. At the effective time of the CPG Merger, subject to the terms and conditions of the CPG Merger Agreement, each share of CPG common stock was converted into the right to receive $25.50 per share in cash, and TransCanada USA, a wholly owned subsidiary of TransCanada, became the holder of all of the issued and outstanding shares of CPG common stock. Through its ownership interest in TransCanada USA, TransCanada indirectly acquired all of the equity interests in CPP GP, and thereby gained the ability to appoint all of the members of the CPP GP Board.

At the effective time of the CPG Merger, Robert C. Skaggs, Glen L. Kettering, Stephen P. Smith and Robert E. Smith resigned as directors and officers of CPP GP. Following the closing of the CPG Merger, Stanley G. Chapman III continued to serve as a director with the three independent directors, G. Stephen Finley, Thomas W. Hofmann and Peggy A. Heeg (the “CPP GP Independent Directors”). Effective as of July 1, 2016, and following the consummation of the CPG Merger, the following individuals were appointed to the CPP GP Board: Kristine L. Delkus, Alexander J. Pourbaix and Karl Johannson, with Ms. Delkus being appointed to serve as Chair of the CPP GP Board. In addition to serving as a director of CPP GP, Ms. Delkus is the Executive Vice-President, Stakeholder Relations and General Counsel with TransCanada, Mr. Pourbaix is the Chief Operating Officer with TransCanada and Mr. Johannson is the Executive Vice-President and President, Natural Gas Pipelines with TransCanada.

Effective as of July 1, 2016, the following individuals were appointed to the offices indicated: (1) Stanley G. Chapman III was appointed as President of CPG and Senior Vice-President and General Manager, U.S. Natural Gas Pipelines of TransCanada; (2) Shawn L. Patterson was appointed as Vice-President, Operations and Chief Operations Officer of CPP GP and Senior Vice-President, Operations, U.S. Natural Gas Pipelines of TransCanada; and (3) Nathaniel A. Brown, who serves as the Controller, U.S. Natural Gas Pipelines with TransCanada, was appointed as Controller and Principal Chief Financial Officer of CPG.

TransCanada’s July 1, 2016 news release announcing the closing of the CPG Merger also announced that TransCanada had retained a financial advisor, to assist in developing its strategy with respect to TransCanada’s MLP holdings. On the same date, both CPPL and TC PipeLines, LP announced that they had been advised that TransCanada had retained a financial advisor to assist in developing its MLP strategy.

During the summer months, representatives of TransCanada and Morgan Stanley held various meetings, in person or telephonic, to discuss TransCanada’s potential MLP strategies.

On July 18, 2016, during an in-person meeting between members of TransCanada’s management and representatives of Morgan Stanley, Morgan Stanley presented an analysis of four potential transactions, including: (1) the potential acquisition by TransCanada of the outstanding partnership units in TC PipeLines, LP; (2) the potential acquisition by TransCanada of the outstanding CPPL Common Units; (3) the potential acquisition by CPPL of TC PipeLines, LP; and (4) the potential acquisition by TC PipeLines, LP of CPPL. Morgan Stanley analyzed each of the potential transactions across a number of strategic and financial criteria, including the impact to TransCanada on its earnings and cash flow per share, potential implications for the credit ratings of TransCanada and its affiliates, potential tax implications for TransCanada, potential impacts on the ability of TransCanada and its affiliates to raise capital in the future, potential impacts on the inventory of assets which could be dropped down to the remaining MLP in the future, potential ability of the remaining MLP to engage in acquisition activity in the future, and other transaction-related considerations. Taking into account each of the considerations set out above, Morgan Stanley expressed its view that the preferred outcome of the MLP strategic review would be for TransCanada to retain a single MLP and that the acquisition of the outstanding CPPL Common Units appeared likely to be the most attractive means of achieving that outcome.

At the July 27, 2016 TransCanada Board meeting, TransCanada’s management presented Morgan Stanley’s financial analysis of the MLP strategic alternatives. Management presented the significant benefits to having a

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single MLP, which included the fact that MLPs trade at higher multiples than midstream corporations, improved ability for TransCanada to finance its capital program and enhanced acquisition opportunity set for TransCanada, particularly for smaller acquisition opportunities. Management further explained that the majority of the benefits of having an MLP could be captured through a single MLP and that having two MLPs in substantially the same line of business increases the complexity of TransCanada’s corporate structure and could confuse investors as to how TransCanada intended to support both MLPs in the future. TransCanada’s management also explained its determination that TransCanada should retain TC PipeLines, LP as its sole MLP. Management explained the benefits of buying in CPPL, including accretion to TransCanada’s earnings, larger financing capacity at TC PipeLines, LP relative to CPPL, optimized cost of capital, limited expected impact to TransCanada credit ratings, improved growth potential for TC PipeLines, LP, potential beneficial tax impacts, elimination of CPPL’s OpCo structure and ease of execution. The presentation also included an update on the state of the MLP markets, including an analysis of unit price performance of MLPs by sub-sector, a summary of the capital that had been raised by MLPs over time, and an analysis of the drivers of public market valuation in the MLP sector. TransCanada’s management noted that it expected to formally recommend its preferred alternative to the TransCanada Board at its next board meeting. However, TransCanada’s management expressed its view that, based on its preliminary analysis, the acquisition of all of the outstanding CPPL Common Units appeared likely to be the most attractive option for TransCanada.

On August 1, 2016, the CPP GP Board held its regularly scheduled board meeting. After that meeting, in executive session, the CPP GP Independent Directors discussed their desire, as a result of the potential strategic alternatives under review that could involve CPPL, to give consideration to potential independent legal and financial advisors.

Also on August 1, 2016, the CPP GP Independent Directors met to discuss potential independent advisors for a strategic transaction, if one were to occur. The directors determined that it was important for them, as independent directors, to select their own advisors and discussed the desire to retain both transactional counsel and Delaware counsel. The CPP GP Independent Directors also discussed a number of legal advisors with whom they had worked in their capacities as directors of other MLP general partners and in other contexts, including the qualifications and performance of those legal advisors, and the potential for any such legal advisors to have relationships with TransCanada or any of its affiliates that would constitute a conflict of interest. The directors also discussed their previous decision to hire Jefferies for a potential drop-down transaction, noting that they had at that time confirmed that Jefferies was not conflicted, that they been impressed with Jefferies’ qualifications and experience, and that Messrs. Finley and Hofmann had been favorably impressed with Jefferies in previous interactions. Following that discussion, the directors agreed to contact Akin Gump Strauss Hauer & Feld LLP (“Akin Gump”), Potter Anderson & Corroon LLP (“Potter Anderson”) and Jefferies and to confirm whether each firm would be available to serve as an independent advisor if necessary.

On August 2, 2016, Ms. Heeg contacted a representative of Potter Anderson, with whom she had worked on previous MLP transactions, and requested that Potter Anderson run a conflicts check with regard to TransCanada, CPG, and TC PipeLines, LP. Following that check, it was confirmed that Potter Anderson did not have any conflicts that would preclude it from representing the CPP GP Independent Directors in any transaction adverse to TransCanada, CPG, or TC PipeLines, LP. On August 8, 2016, Mr. Hofmann contacted a representative of Potter Anderson and discussed Potter Anderson’s capabilities and background relating to strategic MLP transactions.

On August 8, 2016, Mr. Hofmann contacted a representative of Akin Gump, with whom both he and Mr. Finley had worked on previous MLP transactions, discussed Akin Gump’s capabilities and background relating to strategic MLP transactions, and requested that Akin Gump run a conflicts check with regard to TransCanada, CPG, and TC PipeLines, LP. Following that check, it was confirmed that Akin Gump did not have any conflicts that would preclude it from representing the CPP GP Independent Directors in any transaction adverse to TransCanada, CPG, or TC PipeLines, LP.

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On the same date, Mr. Hofmann contacted a representative of Jefferies and indicated that, while the transaction for which the CPP GP Independent Directors had initially interviewed Jefferies was unlikely to occur, a separate strategic transaction may occur and, accordingly, the CPP GP Independent Directors requested that Jefferies confirm whether it had taken any engagements since the previous confirmation that would constitute a conflict of interest. The Jefferies representative confirmed that it had not taken on any such engagements.

Also on August 8, 2016, members of TransCanada’s management held a call with representatives of V&E and Morgan Stanley and discussed various matters relating to TransCanada’s MLP strategy.

On September 1, 2016, TransCanada executed an engagement letter, having an effective date of June 16, 2016, with Morgan Stanley.

At the September 7, 2016, TransCanada Board meeting, which was also attended by representatives of Morgan Stanley, TransCanada’s management provided an overview of the strategic review of TransCanada’s MLP holdings. TransCanada’s management explained that it was formally recommending to the TransCanada Board that TransCanada make an offer to acquire all of the outstanding CPPL Common Units pursuant to a merger in which CPPL would survive as a wholly owned subsidiary of CPG (the “Proposed Transaction”). TransCanada’s management then reviewed with the TransCanada Board the timing considerations of any such Proposed Transaction, including conditions to closing such as third-party commercial and regulatory approvals. TransCanada’s management further explained that the transaction would potentially be subject to obtaining approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the consent of NiSource and its approach to satisfying these conditions. TransCanada’s management responded to questions from members of the TransCanada Board, including questions regarding its planned approach on presenting and negotiating the transaction with the independent directors on the CPP GP Board. In that regard, TransCanada’s management reviewed the process for dealing with conflict of interest situations, including the conflict of interest provisions in the CPPL Partnership Agreement. TransCanada’s management explained that upon presentation of the offer, they anticipated that a meeting of the CPP GP Board would be held and a conflicts committee would be formed and comprised of the CPP GP Independent Directors. TransCanada’s management also anticipated that this committee would retain its own independent financial advisor to assist it in evaluating and negotiating the financial terms of the Proposed Transaction and an independent legal advisor to assist it in negotiating the merger agreement. TransCanada’s management further noted that given TransCanada was in a control position, the transaction would be deemed a “going private” transaction under the Exchange Act which mandates additional disclosure requirements in the proxy materials mailed to CPPL Common Unitholders, as detailed in the briefing materials. TransCanada’s management then apprised the TransCanada Board of the next steps and its anticipated timing. Also at the meeting, representatives of Morgan Stanley led a discussion regarding its preliminary valuation of CPPL. They presented to the TransCanada Board an illustrative valuation summary based on a number of factors, including unit trading range, analysts’ price targets and an intrinsic value analysis which provided for a dividend discount valuation and a discounted cash flow valuation. Their preliminary analysis also utilized precedent transactions using premiums and multiples noting a narrow band of premiums. Members of the TransCanada Board were also briefed on the anticipated financial impacts to TransCanada based on a hypothetical price range. The TransCanada Board then adopted resolutions to authorize TransCanada’s management to negotiate the terms of the merger, on behalf of TransCanada, with the conflicts committee of the CPP GP Board, with definitive terms and conditions of the merger to be presented to the TransCanada Board for approval upon completion of negotiations.

On September 21, 2016, members of TransCanada’s management convened a meeting, with representatives of V&E and Morgan Stanley present, to discuss the offer formulation for the Proposed Transaction. During the meeting, Morgan Stanley led a discussion regarding an updated illustrative valuation analysis previously presented to the TransCanada Board on September 7, 2016. Morgan Stanley also presented an analysis of the value of CPPL at various implied premiums to the current public market price and to the 10, 20, 30 and 60-day volume-weighted average price of CPPL Common Units, as well as the implied valuation multiples at each premium compared to other similar MLPs.

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On September 23, 2016, members of TransCanada’s management attended a telephonic meeting with representatives of Morgan Stanley and discussed the timing of delivering an offer to CPPL and considered various proposal terms. During the meeting, Morgan Stanley presented the implied premium and multiple for illustrative potential offer prices and offer premiums for certain select precedent transactions.

On September 24, 2016, members of TransCanada’s management held an informal meeting to discuss the pricing of the offer.

On September 25, 2016, members of TransCanada’s management held a telephonic meeting with representatives of Morgan Stanley and V&E to finalize the pricing of the offer and the press releases to be issued by CPG and CPPL announcing the offer, and to discuss the proposed investor communication strategy. On that afternoon, Ms. Kristine Delkus, Executive Vice President, Stakeholder Relations and General Counsel of TransCanada and Chair of the CPP GP Board, advised each CPP GP Independent Director by telephone that CPG would be delivering an offer to the CPP GP Board, which would be made available to the CPP GP Board electronically that evening.

On the evening of September 25, 2016, CPG delivered to the CPP GP Board a letter setting forth a proposal for CPG to acquire all of the outstanding CPPL Common Units for consideration equal to $15.75 in cash for each issued and outstanding publicly held CPPL Common Unit, subject to the negotiation and execution of mutually acceptable definitive documentation (the “September 25 Proposal”). The September 25 Proposal stated that it implied a 11.3% premium to the 30-day average closing price of CPPL’s Common Unit price as of September 23, 2016. The letter containing the September 25 Proposal also stated that: (1) CPG anticipated the CPP GP Board would delegate the authority to review, evaluate and negotiate the September 25 Proposal to a conflicts committee comprised entirely of independent directors; and (2) that CPG is only interested in acquiring all of the outstanding CPPL Common Units and had no interest in causing CEG to sell any of its partnership interests in CPPL, selling assets to CPPL or pursuing other strategic alternatives involving CPPL.

On the morning of September 26, 2016, each of TransCanada and CPPL issued a press release announcing the delivery and receipt of the September 25 Proposal.

On the afternoon of September 26, 2016, in light of the morning announcement, a member of the CPP GP Independent Directors contacted Jefferies to discuss the Proposed Transaction and Jefferies’ availability to serve as independent financial advisor.

On September 27, 2016, the CPP GP Board held a special telephonic meeting to acknowledge the receipt of the September 25 Proposal and to consider approving the formation of a conflicts committee of the CPP GP Board for the purpose of reviewing the Proposed Transaction. Following discussion of the September 25 Proposal, the CPP GP Board authorized the formation of a conflicts committee of the CPP GP Board, which is referred to in this proxy statement as the “Conflicts Committee,” and appointed each of Thomas W. Hofmann, Peggy A. Heeg and G. Stephen Finley (each, a “Conflicts Committee Director”) to serve as a member of the Conflicts Committee.

In making such appointments, the CPP GP Board reviewed an independence questionnaire completed by each Conflicts Committee Director before the meeting and determined that each Conflicts Committee Director: (1) is not an officer or employee of CPP GP; (2) is not an officer or employee of any affiliate of CPP GP or a director of any affiliate of CPP GP (other than CPPL); (3) is not a holder of any ownership interest in CPP GP or any of its affiliates that would be likely to have an adverse impact on the ability of such Conflicts Committee Director to act in an independent manner with respect to the matter submitted to the Conflicts Committee, other than CPPL Common Units and awards that are granted to such director under the CPPL Long-Term Incentive Plan; and (4) is independent under the independence standards for directors who serve on an audit committee of a board of directors established by the Exchange Act, and the rules and regulations of the SEC thereunder and by the national securities exchange on which any class of CPPL partnership interests is listed or admitted to trading.

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The CPP GP Board also formally delegated to the Conflicts Committee the power and authority to: (1) review and evaluate the terms and conditions of the Proposed Transaction on behalf of the CPPL Unaffiliated Unitholders and CPPL; (2) negotiate, or delegate to any person or persons the ability to negotiate, the terms and conditions of the Proposed Transaction; (3) determine whether or not to recommend for approval to the CPP GP Board the Proposed Transaction, any such recommendation of the Proposed Transaction to constitute “Special Approval” pursuant to Section 7.9(d) of the CPPL Partnership Agreement; (4) determine whether the Proposed Transaction is advisable and fair to, and in the best interests of, CPPL and the CPPL Unaffiliated Unitholders; (5) approve any actions or agreements and other documents as the Conflicts Committee may deem necessary, appropriate or advisable in connection with the exercise of its authority; and (6) direct the officers of CPP GP to negotiate, execute and deliver, and to cause the performance of, or waiver of rights under, any such agreements and other documents as may be necessary for the Conflicts Committee to perform its functions.

On the morning of September 28, 2016, the Conflicts Committee verbally retained Jefferies to act as its independent financial advisor.

On the afternoon of September 28, 2016, the Conflicts Committee held a telephonic meeting with representatives from Akin Gump, Jefferies and Potter Anderson, at which the Conflicts Committee discussed: (1) the resolutions of the CPP GP Board delegating authority to the Conflicts Committee; (2) the independence of the members of the Conflicts Committee; (3) the terms of the September 25 Proposal; (4) the due diligence to be performed and (5) the engagement of the advisors to the Conflicts Committee. The Conflicts Committee discussed the processes it had undertaken in the selection of Akin Gump, Jefferies and Potter Anderson as its advisors, and ratified the selection and engagement of each such advisor.

On September 29, 2016, Jefferies submitted initial due diligence questions to CPG.

On September 30, 2016, CPG’s outside counsel, V&E, sent Akin Gump an email containing a high level post-signing milestone timeline for the Proposed Transaction and a chart that outlined the compensation paid to conflicts committee members for related-party MLP transactions and other third party transactions.

On October 3, 2016, the Conflicts Committee entered into an engagement letter with Jefferies to act as the Conflicts Committee’s independent financial advisor in connection with the Proposed Transaction.

Also on October 3, 2016, members of CPG’s management and representatives of V&E and Morgan Stanley held a conference call to discuss due diligence questions posed by Jefferies.

Also on October 3, 2016, the Conflicts Committee met telephonically with representatives from Akin Gump, Jefferies and Potter Anderson to discuss the Proposed Transaction, including the due diligence to be performed by Jefferies and the financial information to be requested by Jefferies from CPG. The Conflicts Committee also discussed, and determined to be reasonable, the fee structure for service on the Conflicts Committee proposed by the other members of the CPP GP Board and conveyed to Akin Gump by V&E.

On October 5, 2016, V&E delivered an initial draft of the Merger Agreement to Akin Gump. The draft of the Merger Agreement was consistent with the September 25 Proposal and provided for aggregate consideration per CPPL Common Unit of $15.75 in cash. In addition, the draft of the Merger Agreement contained a term allowing for the Conflicts Committee to change its recommendation with respect to the Merger if it determines in good faith that the failure to take such action would be a breach of its duties under the CPPL Partnership Agreement and applicable law, subject to a customary notice and negotiation period in favor of CPG and a “force-the-vote” provision. The Merger Agreement also contained a term that would allow CPG to terminate the Merger Agreement following a change in recommendation by the Conflicts Committee, in which case CPPL would be obligated to pay the reasonable out-of-pocket expenses incurred by CPG in connection with the Merger Agreement subject to a cap. The Merger Agreement also contained a provision that would allow CPG to terminate the Merger Agreement if it determines in good faith that the failure to take such action would breach its

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fiduciary duties under applicable law, in which case, CPG would be obligated to pay the reasonable out-of-pocket expenses incurred by CPPL in connection with the Merger Agreement subject to a cap.

On October 7, 2016, the CPP GP Board, by written consent, approved a retainer compensation package (1) for the Chair of the Conflicts Committee consisting of (a) cash retainer of $20,000, (b) a $1,500 per meeting fee to be paid in cash and (c) a $1,000 hourly fee to be paid in cash for time spent in connection with any litigation relating to the Proposed Transaction; and (2) for each member of the Conflicts Committee, other than the Chair of the Conflicts Committee, consisting of (a) cash retainer of $5,000, (b) a $1,500 per meeting fee to be paid in cash and (c) a $1,000 hourly fee to be paid in cash for time spent in connection with any litigation relating to the Proposed Transaction. The CPP GP Board also approved the appointment of Mr. Hofmann as the Chairman of the Conflicts Committee.

On October 11, 2016, Jefferies provided to the Conflicts Committee a copy of a letter that had been received by Jefferies from a purported CPPL Common Unitholder on the same date and directed to the members of the Conflicts Committee relating to the September 25 Proposal. The letter expressed disappointment in the offer price reflected in the September 25 Proposal.

On October 13, 2016, the Conflicts Committee held a telephonic meeting with representatives from Akin Gump, Jefferies and Potter Anderson. At the meeting, Jefferies gave an initial presentation that covered, among other things: (a) an overview of the Proposed Transaction; (b) a financial analysis of the offer, including a summary of certain market data, and an analysis of the market performance of the CPPL Common Units; and (c) Jefferies’ preliminary valuation analysis of CPPL. Jefferies also described the financial information provided to Jefferies by CPG and CPPL management. Following that presentation, Akin Gump provided the Conflicts Committee with an overview of certain issues raised by the October 5 draft of the Merger Agreement and discussed with the Conflicts Committee a number of potential negotiation points and recommended changes to that draft. Following that overview, the Conflicts Committee instructed Akin Gump to provide to V&E a material issues list and markup of the Merger Agreement, with the issues list covering the following proposed revisions to the draft Merger Agreement: (a) a request that TransCanada either be the “Parent” counterparty in the Merger Agreement or guarantee the obligations of CPG under the Merger Agreement; (b) a request that CPG’s “fiduciary out” termination right be removed; (c) a request that the Merger Agreement include covenants providing that (1) between signing and closing, the CPP GP Board would declare and pay all distributions that would normally have been paid consistent with past practice and (2) if the closing is to occur before an applicable distribution record date, the CPP GP Board would determine a prorated quarterly distribution for the applicable quarter and pay the prorated amount to the unitholders as of the effective time of the merger; (d) a request that the Conflicts Committee be required to approve any amendment, waiver or other action taken with respect to the Merger Agreement; (e) a request that CPG, as holder of CPPL’s subordinated units, be required to cause CEG to provide an irrevocable written consent approving the merger and covenant not to transfer the subordinated units, or to provide an irrevocable proxy in favor of the Conflicts Committee with respect to the voting of the subordinated units; (f) a request to revise the standard under which the Conflicts Committee could change its recommendation; (g) a request to make CPPL’s obligation to reimburse CPG’s expenses in connection with a rejection of the merger by the CPPL Common Unitholders contingent on a change in recommendation by the Conflicts Committee: (h) a request to delete the provision that if the Conflicts Committee changes its recommendation, the previously granted “Special Approval” is invalidated and (i) a request that any measure of damages payable to CPPL in connection with a breach by CPG that results in a termination of the Merger Agreement include any lost premium suffered by the CPPL Common Unitholders.

At the October 13, 2016 meeting, the Conflicts Committee also discussed communications received from certain CPPL Common Unitholders regarding the Proposed Transaction, including how the Conflicts Committee would handle such communications, and received and discussed a presentation from Potter Anderson regarding the Conflicts Committee’s mandate and duties under the CPP GP Board resolutions, under the CPPL Partnership Agreement, and under Delaware law, as well as other process considerations.

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On October 14, 2016, Akin Gump delivered to V&E the list of material issues that the Conflicts Committee had identified in its October 13, 2016 meeting. On the same day, V&E and Akin Gump had a telephone conversation to discuss the issues list.

On October 15, 2016, the Conflicts Committee met telephonically with Akin Gump, Jefferies and Potter Anderson to discuss, among other things, the Committee’s economic counterproposal to CPG. The Conflicts Committee and its advisors discussed CPG’s and CPPL’s respective options if the parties were unable to agree on price and terms, and then discussed Jefferies’ valuation analysis. Jefferies then provided the Conflicts Committee with an updated analysis of the proposal, and discussed that analysis with the Conflicts Committee. After that presentation, the Committee discussed with its advisors the appropriate economic counterproposal to CPG. Following that discussion, the Committee instructed Jefferies to communicate its counterproposal of a base purchase price of $17.90 per CPPL Common Unit.

On October 16, 2016, Jefferies met telephonically with Morgan Stanley to discuss a counterproposal for CPG to acquire all of the outstanding CPPL Common Units for consideration equal to $17.90 in cash for each issued and outstanding publicly-held CPPL Common Unit.

Following Morgan Stanley’s telephonic meeting with Jefferies, Morgan Stanley presented to TransCanada’s management an analysis of the Conflicts Committee’s counterproposal for CPG to acquire all of the outstanding CPPL Common Units. The Morgan Stanley presentation included an update of the analysis previously presented to the TransCanada Board on September 7, 2016 and to TransCanada’s management on September 23, 2016. In addition, the presentation included an analysis of the premium implied by the counterproposal price of $17.90 per unit, as well as the implied valuation multiples relative to other similar MLPs and the expected impact to TransCanada’s earnings and cash flow per share relative to TransCanada’s original offer price of $15.75 per unit and relative to the current public market price of CPPL Common Units.

On October 18, 2016, Akin Gump and Potter Anderson sent a revised draft of the Merger Agreement to V&E, which reflected the requests set forth in Akin Gump’s material issues list.

On October 20, 2016, V&E delivered to Akin Gump a response by CPG to the material issues list that was circulated by Akin Gump on behalf of the Conflicts Committee. The response contained an issue-by-issue response to Akin Gump’s material issues list, including, among other items: (1) a request for explanation as to why TransCanada should be a party to the Merger Agreement or guarantee the obligations of CPG under the Merger Agreement; (2) a statement that CPG was unwilling to remove its fiduciary out termination right but that CPG was willing to pay all reasonable and documented out-of-pocket expenses incurred by CPPL in connection with the Merger Agreement, not subject to a cap; (3) a statement that CPG largely agreed to the Conflicts Committee’s request that the Merger Agreement include covenants providing that the CPP GP Board would declare and pay all distributions between signing and closing that would normally have been paid consistent with past practice and that a prorated quarterly distribution would be declared and paid if the closing were to occur before an applicable distribution record date; (4) a proposal that the CPP GP Board have the ability to amend, waive and take any other action with respect to the Merger Agreement unless such action would be materially adverse to the unaffiliated unitholders of CPPL, in which case such action would require the Conflicts Committee’s approval; (5) a statement that CPG agreed to the request to revise the standard under which the Conflicts Committee could change its recommendation; (6) a statement that CPG agreed to cause CEG, as holder of CPPL’s subordinated units, to provide an irrevocable written consent approving the merger, subject to certain conditions; (7) a statement that CPG agreed to the request to make CPPL’s obligation to reimburse CPG’s expenses in connection with a rejection of the merger by the CPPL Common Unitholders contingent on a change in recommendation by the Conflicts Committee; (8) a statement that CPG agreed to the Conflicts Committee’s request to delete the provision that if the Conflicts Committee changes its recommendation, the previously granted “Special Approval” be invalidated; and (9) a statement of CPG’s refusal to accept the Conflicts Committee’s request that any measure of damages payable to CPPL in connection with a breach by CPG that results in a termination of the agreement include any lost premium suffered by the common unitholders and a

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proposal that if the Merger Agreement is terminated by either party as a result of a breach of any representation, warranty, covenant or agreement of the other party, then the non-breaching party would be entitled to a reimbursement of its reasonable and documented out-of-pocket expenses.

On October 20, 2016, V&E also delivered to Akin Gump a revised offer letter and a revised draft of the Merger Agreement. V&E simultaneously provided these documents along with CPG’s response to Akin Gump’s material issues list to the Conflicts Committee. The revised offer letter stated, among other things, that CPG proposed to pay $16.45 in cash for each publicly held CPPL Common Unit plus a pro-rated cash amount equal to a portion of the quarterly distribution for the quarter in which the closing occurs as determined from the record date to the date of closing. The revised draft of the Merger Agreement reflected CPG’s response to Akin Gump’s material issues list.

On October 21, 2016, the Conflicts Committee met telephonically with Akin Gump, Jefferies and Potter Anderson and discussed the CPG counterproposal. Jefferies delivered an updated analysis of the counterproposal, and discussed the counterproposal and various potential negotiating strategies with the Conflicts Committee. Following that discussion, the Conflicts Committee instructed Jefferies to communicate its counterproposal of a base purchase price of $17.25 per CPPL Common Unit plus quarterly distributions between signing and closing with a pro-rated distribution for the quarter in which closing occurs as determined from the first day of such quarter through the date of closing. Akin Gump and Potter Anderson then discussed the current draft of the Merger Agreement and the status of the material issues list. Following that discussion, the Committee instructed Akin Gump to deliver a markup of the Merger Agreement and for its advisors to deliver a revised material issues list, which would provide: (a) that the Conflicts Committee would forgo its request that TransCanada be a party to the Merger Agreement and guarantee CPG’s obligations under the Merger Agreement if CPG were to provide certain additional representations regarding (1) its ability to fund the payment of the Merger Consideration and (2) TransCanada’s approval of the Proposed Transactions; (b) that the Conflicts Committee was unwilling to accept a fiduciary out termination right in favor of CPG; (c) a request for further changes to the mechanics for determining the pro rata cash distribution amount to be paid to the public unitholders of CPPL; (d) a request that all amendments, waivers and actions with respect to the Merger Agreement by or on behalf of CPPL (including any determination with respect to the exercise of termination rights or remedies for a CPG breach under the terms of the Merger Agreement) require approval of the Conflicts Committee; (e) a request for further changes to the standard under which the Conflicts Committee could change its recommendation; (f) an objection to CPG’s deletion of the provision that provides for specific performance as a permitted remedy and a request to reinstate that provision; (g) a withdrawal of the Conflicts Committee’s request for a specific damage calculation mechanism with the understanding that the agreement would not limit the availability of any measure of damages that is appropriate under the circumstances and (h) a rejection of CPG’s proposal to limit damages to expense reimbursement for termination arising out of an intentional and material breach of the Merger Agreement.

On October 21, 2016, Jefferies met telephonically with Morgan Stanley to discuss a counter-proposal in which CPG would acquire all of the outstanding CPPL Common Units for $17.25 in cash plus quarterly distributions between signing and closing with a pro-rated distribution for the quarter in which closing occurs as determined from the first day of such quarter through the date of closing.

On October 22, 2016, Jefferies delivered to Morgan Stanley the list of material issues generated during the October 21, 2016 Conflicts Committee meeting.

On October 24, 2016, Akin Gump delivered to V&E a revised material issues list and a revised draft of the Merger Agreement that reflected the Conflicts Committee’s position stated in the updated material issues list.

On October 25, 2016, representatives of Akin Gump and V&E had a conference call to discuss the revised draft of the Merger Agreement. Representatives of Akin Gump raised certain preliminary points regarding the terms of the Merger Agreement proposed by the Conflicts Committee, which were discussed. Representatives of V&E confirmed that they would respond with a revised draft of the Merger Agreement.

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Also on October 25, 2016, a member of TransCanada’s management held a telephonic meeting with the Chair of the Conflicts Committee to discuss the delivery of a revised offer letter. Later that day, V&E delivered to Akin Gump a revised offer letter and a revised draft of the Merger Agreement. V&E simultaneously provided these documents to the Conflicts Committee. The revised offer letter provided that CPG would acquire all of the outstanding CPPL Common Units for consideration equal to $17.00 in cash for each issued and outstanding publicly held CPPL Common Unit, subject to the negotiation and execution of mutually acceptable definitive documentation (the “October 25 Proposal”). The October 25 Proposal stated that it represented CPG’s best and final offer and it was CPG’s intention to conclude the discussions and make a public announcement on November 1, 2016. The October 25 Proposal implied a 20.2% premium to the 30-day average closing price of CPPL’s Common Units as of September 23, 2016. The revised draft of the Merger Agreement was consistent with the October 25 Proposal and provided for aggregate consideration per CPPL Common Unit of $17.00 in cash. In addition, the revised draft of the Merger Agreement included the CPG fiduciary out termination right, which would permit CPG to terminate the Merger Agreement if it determined in good faith that the failure to take such action would breach its fiduciary duties under applicable law, in which case, CPG would be obligated to pay the reasonable out-of-pocket expenses incurred by CPPL in connection with the Merger Agreement. The provision that provides for specific performance as a permitted remedy was also deleted from the revised draft of the Merger Agreement. Also, the revised draft included the payment mechanics of the prorated distribution and the requirement for approval from the Conflicts Committee for all amendments to the Merger Agreement.

On October 26, 2016, the Conflicts Committee held a telephonic meeting with Akin Gump, Jefferies and Potter Anderson, at which the Committee and its advisors discussed the October 25 Proposal from CPG. Jefferies presented an updated analysis of the proposal, including its analysis of the offer price relative to the valuation ranges determined by Jefferies. The Committee then discussed with Akin Gump and Potter Anderson CPG’s responses to the material issues list last generated by the Conflicts Committee. Following those discussions, the Committee determined to accept the proposed base purchase price of $17.00 per CPPL Common Unit, but to reject the inclusion of a fiduciary out termination right in favor of CPG and the deletion of the specific performance provision. After the meeting, Akin Gump and Jefferies both communicated those positions to V&E and Morgan Stanley, respectively, via phone calls.

On October 26, 2016, TransCanada’s special outside counsel, Crowell & Moring LLP, confirmed to TransCanada’s management that the Proposed Transaction would not be a reportable event under the HSR Act and, hence, a filing under the HSR Act would be unnecessary.

On October 27, 2016, V&E sent Akin Gump an initial draft of the written consent from CEG as the sole subordinated unitholder of CPPL (the “CEG Consent”). Over the course of the next several days until the signing of the transaction, several drafts of the CEG Consent were exchanged between the parties.

Also on October 27, 2016, Mr. Hofmann discussed the October 25 Proposal with a representative of TransCanada, noting the Conflicts Committee’s stated objection to the CPG fiduciary out termination right in the Merger Agreement.

On the same date, representatives of Akin Gump and V&E held a conference call to discuss the revised draft of the Merger Agreement. V&E continued to insist that the Merger Agreement contain a fiduciary out termination right in favor of CPG. Representatives of Akin Gump and V&E discussed certain proposed changes to the most recent draft of the Merger Agreement, and agreed to address the remaining open points in the draft Merger Agreement with the respective parties.

Also, on October 27, 2016, the TransCanada Board held a special meeting. At the meeting, TransCanada’s management reviewed the progress on negotiations with the Conflicts Committee. TransCanada’s management led a discussion regarding Morgan Stanley’s updated valuation of CPPL. Management presented to the TransCanada Board an updated illustrative valuation summary based on a number of factors, including unit trading range, analysts’ price targets and an intrinsic value analysis which included a dividend discount valuation

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and a discounted cash flow valuation. The presentation also analyzed precedent transactions using premiums and multiples, noting a narrow band of premiums for other similar MLP transactions. Members of the TransCanada Board were also briefed on the anticipated financial impacts to TransCanada based on a purchase price of $17.00 per CPPL Common Unit. TransCanada management also explained that the Proposed Transaction was expected to be immediately accretive to TransCanada’s earnings per share assuming a price of $17.00 per CPPL Common Unit. TransCanada’s management indicated its belief that based on the proposed terms, including price, contained in the October 25 Proposal, the Proposed Transaction would be fair to the CPPL Common Unitholders as well.

On October 28, 2016, the Conflicts Committee held a telephonic meeting in which they determined that they would refuse to discuss the Proposed Transaction further if CPG continued to insist on the CPG fiduciary out termination right. Following that meeting, Jefferies delivered to Morgan Stanley and V&E an email stating the Conflicts Committee’s position regarding CPG’s fiduciary out termination right.

Over the next few days, V&E and Akin Gump exchanged various drafts of the Merger Agreement and engaged in numerous telephonic discussions to resolve any remaining open issues. Among the open issues resolved during this period, the parties agreed to omit the CPG fiduciary out termination right, include a cap of $10 million on reimbursable out-of-pocket expenses incurred by CPG in connection with the termination of the Merger Agreement under certain circumstances and include a limited specific performance remedy.

On November 1, 2016, the Conflicts Committee held a telephonic meeting with Akin Gump, Jefferies and Potter Anderson to discuss the outcome of the negotiations with CPG. During the meeting, Jefferies reviewed with the Conflicts Committee its financial analysis of the $17.00 per CPPL Common Unit in cash without interest consideration (the “Cash Consideration”) and delivered an oral opinion, subsequently confirmed in a written opinion delivered on November 1, 2016, to the Conflicts Committee, to the effect that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Jefferies as set forth therein, the Cash Consideration to be received by the CPPL Unaffiliated Unitholders was fair, from a financial point of view, to CPPL and the CPPL Unaffiliated Unitholders. The full text of the Jefferies written opinion, dated November 1, 2016, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Jefferies, is attached as Annex B to this proxy statement and is incorporated by reference herein. A discussion of Jefferies’ analysis is described under “Special Factors—Opinion of the Financial Advisor of the Conflicts Committee” of this proxy statement. Members of the Conflicts Committee next discussed the terms of the key transaction agreements, including the Merger Agreement that were circulated prior to the meeting. Following extensive discussion, and after considering the foregoing and the factors described under “Special Factors—Recommendation of the Conflicts Committee and the CPP GP Board; Reasons for Recommending Approval of the Merger Proposal” of this proxy statement, the Conflicts Committee unanimously determined that each of the Merger Agreement and the Merger Transactions is fair and reasonable to and in the best interests of CPPL and the CPPL Unaffiliated Unitholders and is not adverse to the interests of the CPPL Unaffiliated Unitholders or the interests of CPPL. The Conflicts Committee unanimously adopted resolutions which: (1) determined that each of the Merger, the Merger Agreement and the Merger Transactions is fair and reasonable to and in the best interests of CPPL and the holders of the outstanding CPPL Common Units (other than CPP GP and its controlling affiliates, including CPG and CEG) (the “CPPL Unaffiliated Unitholders”) and is not adverse to the interests of the CPPL Unaffiliated Unitholders or the interests of CPPL; (2) approved the Merger Agreement and the Merger Transactions; (3) recommended that the CPP GP Board approve the Merger Agreement, the execution, delivery and performance of the Merger Agreement and the consummation of the Merger Transactions and (4) recommended that the CPP GP Board submit the Merger Agreement to a vote of CPPL’s limited partners and recommend approval of the Merger Agreement by CPPL’s limited partners.

Later on November 1, 2016, following the Conflicts Committee meeting, the CPP GP Board held a meeting that was also attended by a representative of V&E to consider the Proposed Transaction. During the meeting, the

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Chairman of the Conflicts Committee provided the other directors present with a description of the background of the Proposed Transaction and the process undertaken by the Conflicts Committee. The Chairman of the Conflicts Committee then provided the other directors with the Conflicts Committee’s unanimous recommendation in favor of the Proposed Transaction. Members of the CPP GP Board next discussed the terms of the key transaction agreements, including the Merger Agreement, that were circulated prior to the meeting. V&E reviewed in detail with the CPP GP Board the terms of the Merger Agreement and also reviewed with the CPP GP Board its fiduciary duties in the context of a potential acquisition. Following discussion, and after considering the foregoing and the factors described under “Special Factors—Recommendation of the Conflicts Committee and the CPP GP Board; Reasons for Recommending Approval of the Merger Proposal” of this proxy statement, the CPP GP Board, acting based upon the recommendation of the Conflicts Committee, adopted resolutions which (1) determined that each of the Merger, the Merger Agreement and the Merger Transactions is fair and reasonable to and in the best interests of CPPL and the CPPL Unaffiliated Unitholders and is not adverse to the interests of the CPPL Unaffiliated Unitholders or the interests of CPPL; (2) approved the Merger Agreement, the execution, delivery and performance of the Merger Agreement and the consummation of the Merger Transactions; (3) resolved to submit the Merger Agreement to a vote of CPPL’s limited partners; and (4) recommended, and resolved to recommend, approval of the Merger Agreement by CPPL’s limited partners.

Also on November 1, 2016, the TransCanada Board convened a meeting and, after reviewing the terms of the Proposed Transaction, (1) determined that it was in the best interests of TransCanada and its stockholders to effect the Proposed Transaction and the transactions contemplated by the Merger Agreement and the other transaction agreements; (2) determined that the Proposed Transaction and the other transactions contemplated by the transaction agreements, including the Merger, were fair to CPPL’s unaffiliated unitholders; (3) approved the terms of each of the transaction agreements, including the Merger and payment of the Merger Consideration by the applicable subsidiary of TransCanada; (4) authorized CPG to execute and deliver the transaction agreements and to take any actions it deems necessary or appropriate in order to effect the Merger and the other transactions contemplated by the transaction agreements; (5) authorized TransCanada to perform its obligations and consummate the Merger and the other transactions contemplated by the transaction agreements; (6) authorized officers of TransCanada to make all filings necessary in order to carry out the transactions contemplated by the transaction agreements or comply with applicable law, regulations or exchange rules; and (7) authorized officers of TransCanada to deal with legal proceedings arising out of the Merger or other transactions contemplated by the transaction agreements or legal proceedings relating to the Proposed Transaction.

In the afternoon on November 1, 2016, CPG, CPPL, CPP GP and Merger Sub executed the Merger Agreement, after which each of CPPL and TransCanada issued press releases announcing the execution of the Merger Agreement. Contemporaneously with the execution of the Merger Agreement, CEG executed the CEG Consent.

Recommendation of the Conflicts Committee and the CPP GP Board; Reasons for Recommending Approval of the Merger Proposal

The Conflicts Committee

The Conflicts Committee consists of three independent directors: G. Stephen Finley, Thomas W. Hofmann and Peggy A. Heeg. In resolutions approved by the CPP GP Board on September 27, 2016, the CPP GP Board delegated to the Conflicts Committee the full power and authority and responsibilities of the CPP GP Board to (1) review and to evaluate the terms and conditions of the proposed transaction on behalf of the CPPL Unaffiliated Unitholders and CPPL; (2) negotiate, or delegate to any person or persons the ability to negotiate, the terms and conditions of the proposed transaction; (3) determine whether or not to recommend for approval to the CPP GP Board the proposed transaction, any such recommendation of such transaction to constitute “Special Approval” as such term is defined in the CPPL Partnership Agreement; (4) determine whether the proposed transaction is advisable and fair to, and in the best interests of, CPPL and the CPPL Unaffiliated Unitholders; (5) approve any actions or agreements and other documents as the Conflicts Committee may deem necessary,

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appropriate or advisable in connection with the exercise of its authority; and (6) direct the officers of CPP GP to negotiate, execute and deliver, and cause the performance of, or waiver of rights under, any such agreements and other documents as may be necessary for the Conflicts Committee to perform its functions.

The Conflicts Committee retained Akin Gump as its independent legal counsel and Potter Anderson as its independent Delaware legal counsel. In addition, the Conflicts Committee retained Jefferies as the independent financial advisor of the Conflicts Committee. The Conflicts Committee oversaw the performance of financial and legal due diligence by its advisors, conducted an extensive review and evaluation of CPG’s proposal and conducted negotiations with CPG and its representatives with respect to the Merger Agreement and the various other agreements related to the Merger and the Merger Transactions.

On November 1, 2016, the Conflicts Committee (1) unanimously determined that each of the Merger, the Merger Agreement and the Merger Transactions is fair and reasonable to and in the best interests of CPPL and the CPPL Unaffiliated Unitholders and is not adverse to the interests of the CPPL Unaffiliated Unitholders or the interests of CPPL, (2) approved the Merger Agreement and the Merger Transactions, (3) recommended that the CPP GP Board approve the Merger Agreement, the execution, delivery and performance of the Merger Agreement and the consummation of the Merger Transactions and (4) recommended that the CPP GP Board submit the Merger Agreement to a vote of CPPL’s limited partners and recommend approval of the Merger Agreement by CPPL’s limited partners, such approval and recommendation by the Conflicts Committee constituting “Special Approval” as such term is defined in the CPPL Partnership Agreement.

Under the CPPL Partnership Agreement, whenever CPP GP (acting in its capacity as the general partner of CPPL), the CPP GP Board or any committee of the CPP GP Board (including the Conflicts Committee) or any affiliates of CPP GP cause CPP GP to make a determination or take or omit to take any other action, then, unless another lesser standard is provided for in the CPPL Partnership Agreement, CPP GP, the CPP GP Board or any committee of the CPP GP Board (including the Conflicts Committee) must not make such determination or take or omit to take such other action in bad faith and is not subject to any other or different standard under the CPPL Partnership Agreement or applicable law. Under the CPPL Partnership Agreement, “bad faith” means, with respect to any determination, action or omission of any person, board or committee, that such person, board or committee reached such determination, or engaged in or failed to engage in such act or omission, with the belief that such determination, action or omission was adverse to the interest of CPPL. Under the CPPL Partnership Agreement, a determination, action or omission by the Conflicts Committee will be presumed to have been in good faith. Similarly, a determination, action or omission by the Conflicts Committee that is taken in reliance on the advice or opinion of legal counsel, an investment banker or other advisor will be conclusively presumed to be taken in good faith if the CPP GP Board reasonably believes the matter to be within such person’s professional or expert competence. In addition, under the CPPL Partnership Agreement, any matters approved by the vote of a majority of the Common Units held by the CPPL Common Unitholders will be conclusively presumed to have been approved by CPPL and all CPPL limited partners and not a breach by CPP GP or the CPP GP Board of any duties they may owe CPPL or CPPL limited partners.

The Conflicts Committee has not, including, without limitation, in connection with making the determination and approvals, and the related recommendation to the CPPL Common Unitholders described above, assumed any obligation to CPPL or its limited partners (whether fiduciary, contractual, implied, or otherwise) other than those obligations that may exist in the CPPL Partnership Agreement. Nothing in this proxy statement or the actions, determinations or recommendations of the Conflicts Committee described in this proxy statement should be read to mean that the Conflicts Committee assumed any obligations to CPPL or its limited partners (whether fiduciary, contractual, implied or otherwise) other than those obligations that may exist in the CPPL Partnership Agreement. You are urged to read the full text of the CPPL Partnership Agreement, which is incorporated by reference into this proxy statement below under “Where You Can Find More Information.”

The Conflicts Committee consulted with its financial and legal advisors and considered many factors in making its determination as to the fairness of the Merger Agreement and the Merger Transactions and its

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recommendation that the CPP GP Board approve the Merger Agreement and the Merger Transactions, and recommend approval of the Merger Agreement to the CPPL Common Unitholders. As discussed in greater detail below, the Conflicts Committee expressly relied on an opinion by Jefferies as to the fairness of the base merger consideration and the related financial analysis. Moreover, in making its determination and recommendation to the CPP GP Board, and the related recommendation to the CPPL Common Unitholders, the Conflicts Committee also considered the following factors to be generally positive or favorable, which are not intended to be exhaustive and are not presented in any relative order of importance:

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In addition, the Conflicts Committee also considered a number of factors relating to the procedural safeguards involved in the negotiation of the Merger Agreement, including those discussed below, each of which supported its determination with respect to the fairness of the Merger Agreement and the Merger Transactions:

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The Conflicts Committee considered the following factors to be generally negative or unfavorable in making its determination and recommendation to the CPP GP Board, and the related recommendation to the CPPL Common Unitholders:

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The foregoing discussion of the information and factors considered by the Conflicts Committee is not intended to be exhaustive, but includes material factors the Conflicts Committee considered. In view of the variety of factors considered in connection with its evaluation of the Merger and the complexity of these matters, the Conflicts Committee did not find it useful and did not attempt to quantify or assign any relative or specific weights to the various factors considered in making its determination and recommendation. In addition, each of the members of the Conflicts Committee may have given differing weights to different factors. Overall, the Conflicts Committee believed that the positive factors supporting the Merger outweighed the negative factors it considered.

In making its determination and approvals, and the related recommendation to the CPP GP Board, the Conflicts Committee did not consider the liquidation value of CPPL’s assets because it considers CPPL to be a viable going concern business where value is derived from cash flows generated from its continuing operations and it believes that the value of CPPL’s assets that might be realized in a liquidation would be less than CPPL’s going concern value. In addition, the Conflicts Committee did not consider CPPL’s net book value, which is defined as total assets minus total liabilities, because the Conflicts Committee believes that net book value is not a material indicator of the value of CPPL as a going concern. For example, net book value does not take into account the future prospects of CPPL, market conditions or trends in CPPL’s industry. The Conflicts Committee is not aware of, and thus did not consider, any offers or proposals made by any unaffiliated person during the past two years for: (1) a merger or consolidation of CPPL with another company; (2) the sale or transfer of all or substantially all of CPPL’s assets; or (3) the purchase of CPPL securities that would enable such person to exercise control of or significant influence over CPPL.

In making its determination and approvals, and the related recommendations, the Conflicts Committee considered the financial analyses regarding CPPL prepared by Jefferies and reviewed and discussed by Jefferies with the Conflicts Committee as an indication of the going concern value of CPPL. The Conflicts Committee did not expressly establish a specific going concern value for CPPL to determine the fairness of the Merger Consideration to the CPPL Unaffiliated Unitholders because the committee did not believe there was a single method for determining going concern value. However, the financial analyses presented to the Conflicts Committee by Jefferies, which included a discounted cash flow analysis, a selected precedent transactions analysis, a premiums paid analysis, and a selected public companies analysis as described under “—Opinion of the Financial Advisor of the Conflicts Committee,” were based on the operations of CPPL as a continuing business and, to that extent, the Conflicts Committee considered such analyses as going concern valuations. The Conflicts Committee considered each of these analyses in the context of the fairness opinion provided by Jefferies, and the Conflicts Committee expressly adopted these analyses and the opinion of Jefferies, among the other factors it considered (as described above), in reaching its conclusions regarding the fairness of the Merger Agreement and the Merger Transactions to the CPPL Unaffiliated Unitholders.

The Conflicts Committee did not retain an unaffiliated representative to act solely on behalf of the CPPL Unaffiliated Unitholders for purposes of negotiating the terms of the Merger Agreement. The Conflicts Committee believes that it was not necessary to retain an unaffiliated representative to act solely on behalf of the CPPL Unaffiliated Unitholders for purposes of negotiating the terms of the Merger Agreement because the Conflicts Committee was charged with representing the interests of CPPL and the CPPL Unaffiliated Unitholders, it consisted solely of directors who are not officers or controlling equityholders of the CPG Parties, it engaged financial and legal advisors to act on its behalf and it was actively involved in deliberations and negotiations regarding the Merger on behalf of the CPPL Unaffiliated Unitholders.

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The CPP GP Board

The CPP GP Board consists of seven directors, three of whom are independent (Ms. Heeg and Messrs. Hofmann and Finley), three of whom are officers of TransCanada (Ms. Delkus and Messrs. Pourbaix and Johannson) and one of which is an officer of CPP GP and TransCanada (Mr. Chapman). As such, the directors on the CPP GP Board may have different interests in the Merger than the CPPL Common Unitholders. For a complete discussion of these and other interests of the members of the CPP GP Board in the Merger, see “Special Factors—Interests of Certain Persons in the Merger.” Because of such possible and actual conflicts of interest, the CPP GP Board delegated to the Conflicts Committee the full power and authority of the CPP GP Board to (1) review and evaluate the terms and conditions of the proposed transaction on behalf of the CPPL Unaffiliated Unitholders and CPPL; (2) negotiate, or delegate to any person or persons the ability to negotiate, the terms and conditions of the proposed transaction; (3) determine whether or not to recommend for approval to the CPP GP Board the proposed transaction, any such recommendation of such transaction to constitute “Special Approval” as such term is defined in the CPPL Partnership Agreement; (4) determine whether the proposed transaction is advisable and fair to, and in the best interests of, CPPL and the CPPL Unaffiliated Unitholders; (5) approve any actions or agreements and other documents as the Conflicts Committee may deem necessary, appropriate or advisable in connection with the exercise of its authority; and (6) direct the officers of CPP GP to negotiate, execute and deliver, and to cause the performance of, or waiver of rights under, any such agreements and other documents as may be necessary for the Conflicts Committee to perform its functions. The Conflicts Committee was composed of the three independent (and non-employee) directors of the CPP GP Board (Ms. Heeg and Messrs. Hofmann and Finley).

On November 1, 2016, the Conflicts Committee unanimously determined that each of the Merger Agreement and the Merger Transactions is fair and reasonable to and in the best interests of CPPL and the CPPL Unaffiliated Unitholders, and is not adverse to the interests of CPPL or the interests of the CPPL Unaffiliated Unitholders. Based upon such determination, the Conflicts Committee recommended to the CPP GP Board that the CPP GP Board approve the Merger Agreement, the execution, delivery and performance of the Merger Agreement and the Merger Transactions. On November 1, 2016, the CPP GP Board, after considering the factors discussed below, including the unanimous determination and recommendation of the Conflicts Committee, determined that each of the Merger Agreement and the Merger Transactions is fair and reasonable to and in the best interests of CPPL and the CPPL Unaffiliated Unitholders and is not adverse to the interests of CPPL or the interests of the CPPL Unaffiliated Unitholders and approved the Merger Agreement, the execution, delivery and performance of the Merger Agreement by CPP GP and CPPL, the consummation of the Merger Transactions and the submission of the Merger Agreement to a vote of CPPL’s limited partners. The CPP GP Board recommends that CPPL Common Unitholders vote in favor of the Merger Proposal.

In determining that the Merger Agreement and the Merger Transactions are fair and reasonable to, and in the best interest of, CPPL and the CPPL Unaffiliated Unitholders, and are not adverse to the interests of CPPL or the interests of the CPPL Unaffiliated Unitholders and approving the Merger Agreement and the Merger Transactions, and recommending that CPPL’s limited partners vote in favor of the Merger Proposal, the CPP GP Board considered a number of factors, including the following material factors:

In doing so, the CPP GP Board expressly adopted the analysis of the Conflicts Committee, which is discussed above.

The foregoing discussion of the information and factors considered by the CPP GP Board is not intended to be exhaustive, but includes material factors the CPP GP Board considered. In view of the variety of factors considered in connection with its evaluation of the Merger and the complexity of these matters, the CPP GP

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Board did not find it useful and did not attempt to quantify or assign any relative or specific weights to the various factors considered in making its determination and recommendation. In addition, each of the members of the CPP GP Board may have given differing weights to different factors. The CPP GP Board approved and recommends that CPP Common Unitholders vote in favor of the Merger Proposal based upon the totality of the information presented to and considered by the CPP GP Board.

The CPP GP Board consists of seven directors, none of whom is an employee of CPPL. The directors include three members of the Conflicts Committee (Ms. Heeg and Messrs. Hofmann and Finley) and four directors who are also officers of TransCanada (Ms. Delkus and Messrs. Chapman, Pourbaix and Johannson). Mr. Chapman is also an officer of CPP GP. The Merger Agreement and the Merger Transactions were approved by the CPP GP Board, acting based on the recommendation of the Conflicts Committee, as described in the section entitled “—Recommendation of the Conflicts Committee and the CPP GP Board; Reasons for Recommending Approval of the Merger Proposal” of this proxy statement.

Opinion of the Financial Advisor of the Conflicts Committee

In October 2016, the Conflicts Committee retained Jefferies to act as its financial advisor in connection with the proposed transaction. In connection with this engagement, the Conflicts Committee requested that Jefferies evaluate the fairness, from a financial point of view, to CPPL and the CPPL Unaffiliated Unitholders of the base merger consideration of $17.00 per CPPL Common Unit in cash without interest to be received by the CPPL Unaffiliated Unitholders in connection with the proposed Merger Transactions. At the meeting of the Conflicts Committee on November 1, 2016, Jefferies rendered its oral opinion to the Conflicts Committee, subsequently confirmed in a written opinion delivered on November 1, 2016, to the effect that, as of that date and based upon and subject to the various assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Jefferies as set forth in its opinion, the base merger consideration of $17.00 per CPPL Common Unit in cash without interest to be received by the CPPL Unaffiliated Unitholders pursuant to the Merger Agreement was fair, from a financial point of view, to CPPL and the CPPL Unaffiliated Unitholders.

The full text of the written opinion of Jefferies, dated as of November 1, 2016, is attached hereto as Annex B . Jefferies’ opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Jefferies in rendering its opinion. We encourage you to read Jefferies’ opinion carefully and in its entirety. Jefferies’ opinion was directed to the Conflicts Committee and addresses only the fairness, from a financial point of view, of the base merger consideration of $17.00 per CPPL Common Unit in cash without interest to be received by the CPPL Unaffiliated Unitholders pursuant to the Merger Agreement as of the date of the opinion. It does not address any other aspects of the Merger Agreement or the Merger Transactions and does not constitute a recommendation as to how any CPPL Common Unitholder should vote on the Merger Proposal or any matter related thereto. The summary of the opinion of Jefferies set forth below is qualified in its entirety by reference to the full text of the opinion.

In arriving at its opinion, Jefferies, among other things:

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In Jefferies’ review and analysis and in rendering its opinion, Jefferies assumed and relied upon, but did not assume any responsibility to independently investigate or verify, the accuracy and completeness of all financial and other information that was supplied or otherwise made available by CPPL or CPG or that was publicly available to Jefferies (including, without limitation, the information described above), or that was otherwise reviewed by Jefferies. In its review, Jefferies relied on assurances of CPPL management and the management of CPG that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. In its review, Jefferies did not obtain any independent evaluation or appraisal of any of the assets or liabilities of, nor did Jefferies conduct a physical inspection of any of the properties or facilities of, CPPL. Jefferies was not furnished with any such evaluations or appraisals of such physical inspections and did not assume any responsibility to obtain any such evaluations or appraisals.

With respect to the financial forecasts provided to and examined by Jefferies, Jefferies’ opinion noted that projecting future results of any business is inherently subject to uncertainty. CPPL informed Jefferies, however, and Jefferies assumed, that such financial forecasts were reasonably prepared on bases reflecting the then best currently available estimates and good faith judgments of CPPL management as to the future financial performance of CPPL. The Conflicts Committee directed Jefferies to use such financial forecasts, and Jefferies expressed no opinion as to CPPL’s financial forecasts or the assumptions on which they were made.

Jefferies’ opinion was based on economic, monetary, regulatory, market and other conditions existing and which could be evaluated as of the date of its opinion. Jefferies expressly disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting Jefferies’ opinion of which Jefferies became aware after the date of its opinion.

Jefferies made no independent investigation of any legal or accounting matters affecting CPPL, and Jefferies assumed the correctness in all respects material to Jefferies’ analysis of all legal and accounting advice given to the Conflicts Committee and the CPP GP Board, including, without limitation, advice as to the legal, accounting and tax consequences of the terms of, and transactions contemplated by, the Merger Agreement to CPPL and the CPPL Common Unitholders. In addition, in preparing its opinion, Jefferies did not take into account any tax consequences of the transaction to any CPPL Common Unitholder. In rendering its opinion, Jefferies assumed that the final form of the Merger Agreement would be substantially similar to the last draft reviewed by Jefferies. Jefferies also assumed that, in the course of obtaining the necessary regulatory or third party approvals, consents and releases for the Merger Transactions, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on CPPL, CPP GP or CPG or the contemplated benefits of the Merger Transactions.

Jefferies’ opinion was for the use and benefit of the Conflicts Committee in its consideration of the Merger Transactions, and Jefferies’ opinion did not address the relative merits of the Merger Transactions contemplated by the Merger Agreement as compared to any alternative transaction or opportunity that might be available to CPPL, nor did it address the underlying business decision by CPP GP or CPPL to engage in the Merger Transactions or the terms of the Merger Agreement or the documents referred to therein. Jefferies’ opinion does not constitute a recommendation as to how any CPPL Common Unitholder should vote on the Merger Proposal or any matter related thereto. In addition, Jefferies was not asked to address, and its opinion did not address, the fairness to, or any other consideration of, the holders of any class of securities, creditors or other constituencies of CPPL, other than the CPPL Unaffiliated Unitholders as expressly set forth in the opinion. Jefferies expressed no opinion as to the price at which CPPL Common Units would trade at any time. Furthermore, Jefferies did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation payable to or to be received by any of CPPL’s or CPP GP’s officers, directors or employees, or any class of such persons, in connection with the Merger Transactions relative to the consideration to be received by the CPPL Common Unitholders. Jefferies’ opinion was authorized by the Fairness Committee of Jefferies.

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In preparing its opinion, Jefferies performed a variety of financial and comparative analyses. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant quantitative and qualitative methods of financial analysis and the applications of those methods to the particular circumstances and, therefore, is not necessarily susceptible to partial analysis or summary description. Jefferies believes that its analyses must be considered as a whole. Considering any portion of Jefferies’ analyses or the factors considered by Jefferies, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying the conclusion expressed in Jefferies’ opinion. In addition, Jefferies may have given various analyses more or less weight than other analyses, and may have deemed various assumptions more or less probable than other assumptions, so that the range of valuations resulting from any particular analysis described below should not be taken to be Jefferies’ view of CPPL’s actual value. Accordingly, the conclusions reached by Jefferies are based on all analyses and factors taken as a whole and also on the application of Jefferies’ own experience and judgment.

In performing its analyses, Jefferies made numerous assumptions with respect to industry performance, general business, economic, monetary, regulatory, market and other conditions and other matters, many of which are beyond CPPL’s and Jefferies’ control. The analyses performed by Jefferies are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by such analyses. In addition, analyses relating to the per unit value of CPPL Common Units do not purport to be appraisals or to reflect the prices at which CPPL Common Units may actually be sold. The analyses performed were prepared solely as part of Jefferies’ analysis of the fairness, from a financial point of view, of the base merger consideration of $17.00 per CPPL Common Unit in cash without interest to be received by the CPPL Unaffiliated Unitholders in connection with the Merger Transactions pursuant to the Merger Agreement, and were provided to the Conflicts Committee in connection with the delivery of Jefferies’ opinion.

The following is a summary of the material financial and comparative analyses performed by Jefferies in connection with Jefferies’ delivery of its opinion and that were presented to the Conflicts Committee at the meeting on November 1, 2016. The financial analyses summarized below include information presented in tabular format. In order to fully understand Jefferies’ financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data described below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Jefferies’ financial analyses.

CPG OpCo / CPPL Financial Summary

Jefferies was provided a forecast for Columbia OpCo for 2017 through 2021 by CPG management on October 7, 2016, which included CPPL EBITDA (as defined below) based on CPPL’s ownership interest in Columbia OpCo of 15.7% (the “CPPL Forecast”). At CPG management’s direction, Jefferies further used the CPPL Forecast in performing certain valuation analyses, as applicable, to imply CPPL valuation. Jefferies used the CPPL Forecast and assumed a distribution coverage ratio of 1.05x and 100.7 million CPPL units to determine distributable cash flow per unit and distribution per unit. The CPPL Forecast is summarized below:

Figures are shown in millions.

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Selected Publicly Traded Companies Analysis

Using publicly available information, selected analyst reports and information provided by the management of CPG, Jefferies analyzed the selected financial data of Columbia OpCo and CPPL with similar data of (1) five long-haul pipeline companies and (2) seven drop-down master limited partnerships that Jefferies judged to be comparable to Columbia OpCo and CPPL for purposes of its valuation analysis, which are collectively referred to as the selected comparable companies:

Long-Haul Pipelines:

Drop-Down MLPs:

In its analysis, Jefferies derived and compared multiples for CPPL and the selected comparable companies, calculated as follows:

This analysis indicated the reference ranges for the benchmarks as set forth below:

Applying the reference ranges corresponding with the TEV / 2017E EBITDA and TEV / 2018E EBITDA multiples, Jefferies determined implied enterprise values for Columbia OpCo. To determine the implied equity value of Columbia OpCo, Jefferies subtracted net debt (as projected by CPG’s management) as of September 30, 2016, from the implied enterprise value for Columbia OpCo. Jefferies then applied the 15.7% ownership interest

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of CPPL in Columbia OpCo to determine the implied equity values of CPPL. These analyses indicated the ranges of implied values per CPPL Common Unit set forth opposite the relevant benchmarks below, compared, in each case, to the base merger consideration of $17.00 per CPPL Common Unit.

In its analysis, Jefferies also derived and compared distribution yields for CPPL and the selected comparable companies, calculated as follows:

This analysis indicated the reference ranges for the benchmarks as set forth below:

Jefferies applied such ranges to corresponding financial data for CPPL to calculate implied values per CPPL Common Unit set forth opposite the relevant benchmarks below, compared, in each case, to the base merger consideration of $17.00 per CPPL Common Unit.

No company utilized in the comparable company analysis is identical to CPPL. In evaluating the selected comparable companies, Jefferies made numerous judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond CPPL’s and Jefferies’ control. Mathematical analysis, such as determining the median, is not in itself a meaningful method of using comparable company data.

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Selected Transactions Analysis

Jefferies reviewed the 24 transactions listed below, including (1) nine transactions announced since February 1, 2012 involving high growth midstream transactions and (2) 13 transactions announced since November 1, 2012 involving long-haul pipeline transactions. Using publicly available and proprietary information, Jefferies analyzed the Columbia OpCo total enterprise value divided by EBITDA (“TEV / EBITDA”).

This analysis indicated the reference range for the benchmark as set forth below:

Selected Transaction Multiples

Using this reference range, Jefferies determined the implied enterprise value for Columbia OpCo, then determined the implied equity value of Columbia OpCo, to which Jefferies applied the 15.7% ownership interest of CPPL in Columbia OpCo to determine the implied equity values of CPPL. These analyses indicated the range of implied values per CPPL Common Unit set forth opposite the benchmark below, compared to the base merger consideration of $17.00 per CPPL Common Unit.

Selected Transaction Multiples Reference Range and Implied Unit Price Range

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No transaction utilized as a comparison in the selected transaction analysis is identical to the Merger Transactions. In evaluating the Merger Transactions, Jefferies made numerous judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond CPPL’s and Jefferies’ control. Mathematical analysis, such as determining the median, is not in itself a meaningful method of using comparable transaction data.

Discounted Cash Flow Analysis

Jefferies performed a discounted cash flow analysis to estimate the present value of the free cash flows of Columbia OpCo from calendar year 2017 through calendar year 2021 using management financial projections from CPG and discount rates ranging from 8.98% to 9.98%, which were based on a weighted average cost of capital analysis of the long-haul pipeline companies listed above in the selected comparable companies analysis, and terminal EBITDA multiples of 10.0x to 11.0x. Jefferies then determined implied total equity value for Columbia OpCo and applied the 15.7% ownership interest of CPPL in Columbia OpCo to determine the implied equity value of CPPL. This analysis indicated a range of implied values per CPPL Common Unit of approximately $13.45 to $16.24, compared to the base merger consideration of $17.00 per CPPL Common Unit.

Jefferies performed an additional discounted cash flow analysis by calculating the net present value of CPPL’s estimated future cash available for distribution through the calendar year 2021. In performing this analysis, Jefferies applied (1) discount rates ranging from 8.98% to 9.98% to the projected distributable cash flow from CPPL per CPPL Common Unit, based on the weighted average cost of capital of CPPL and (2) terminal value yield ranges of 7.00% to 8.00% to the projected distributed cash flow from CPPL per CPPL Common Unit. The discounted cash flow analysis indicated a range of implied values per CPPL Common Unit of approximately $16.55 to $18.95 compared to the base merger consideration of $17.00 per CPPL Common Unit.