SEC Company Response from BROOKFIELD (BN) — Nov 20, 2019
BROOKFIELD Corp /ON/ (BN, BNH, BNJ, BKPA, BAMGF, BAMKF, BKAMF, BKFAF, BKFDF, BKFOF, BKFPF, BRCFF, BRFAF, BRFCF, BROXF) (CIK 0001001085)
Date: Nov. 20, 2019 · CIK: 0001001085 · Accession: 0001104659-19-065982
AI Filing Summary & Sentiment
Reasoning
Referenced dates: November 14, 2019
Letter
VIA EDGAR Re: Teekay Offshore Partners L.P. Schedule 13E-3 Filed October 28, 2019 by Partners Limited, Brookfield Asset Management Inc., Brookfield Private Equity Inc., Brookfield Private Equity Group Holdings LP, BCP GP Limited, Brookfield Capital Partners Ltd., Brookfield Asset Management Private Institutional Capital Adviser (Private Equity) L.P., Brookfield Capital Partners (Bermuda) Ltd., Brookfield TK Acquisition Holdings LP, Brookfield TK Block Acquisition LP, Brookfield TK TOGP LP, Brookfield TK TOLP LP, Brookfield TK Merger Sub LLC, Teekay Offshore GP L.L.C., and Teekay Offshore Partners L.P. File No. 005-82284
Dear Mr. Duchovny:
On behalf of Teekay Offshore Partners L.P., a Marshall Islands limited partnership (the “Partnership”), we have set forth below responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated November 14, 2019, with respect to the Schedule 13E-3, File No. 005-82284 (the “Schedule 13E-3”) filed on October 28, 2019 by the Partnership and the other filing persons named therein. For your convenience, the Staff’s comments are repeated below in bold and italics, followed in each case by the responses of the filing persons.
Please note that all references to page numbers in the responses are references to the page numbers in Amendment No. 1 to the Schedule 13E-3 (“Amendment No. 1”) or the revised information statement attached as Exhibit (a)(1) thereto (the “Revised Information Statement”), as the case may be, filed concurrently with the submission of this letter in response to the Staff’s comments. Amendment No. 1 and the Revised Information Statement each incorporate the changes made in response to the Staff’s comments, as well as certain other updated information. Capitalized terms used but not otherwise defined herein have the meanings given to such terms in the Revised Information Statement.
November 20, 2019
We represent the Partnership. To the extent any response relates to information concerning Partners Limited, Brookfield Asset Management Inc., Brookfield Private Equity Inc., Brookfield Private Equity Group Holdings LP, BCP GP Limited, Brookfield Capital Partners Ltd., Brookfield Asset Management Private Institutional Capital Adviser (Private Equity) L.P., Brookfield Capital Partners (Bermuda) Ltd., Brookfield TK Acquisition Holdings LP, Brookfield TK Block Acquisition LP, Brookfield TK TOGP LP, Brookfield TK TOLP LP, Brookfield TK Merger Sub LLC and Teekay Offshore GP L.L.C., such response is included in this letter based on information provided to the Partnership and us by such other persons or their respective representatives.
Schedule 13E-3
Item 16. Exhibits
1. We note that you have requested confidential treatment for certain exhibits. We will review and provide comments on your request separately.
Response: The Partnership respectfully acknowledges the Staff’s comment and looks forward to receiving the Staff’s reply to its request for confidential treatment for certain exhibits.
Preliminary Information Statement
2. Please disclose in an appropriate location your intended timing for payment of the consideration in the merger.
Response: The Partnership respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 2 and 95 of the Revised Information Statement.
Questions and Answers, page 1
3. We note that the Questions and Answers and the Summary Term Sheet cover 20 pages of your proxy statement. Revise and consolidate both sections to ensure you comply with Item 1001 of Regulation M-A.
Response: The Partnership respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 1 to 13 of the Revised Information Statement.
4. Please update the Selected Historical Consolidated Financial Data (page 16).
Response: The Partnership respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 14 to 19 of the Revised Information Statement.
November 20, 2019
Special Note Concerning Forward-Looking Statements, page 21
5. The information required by Items 7, 8 and 9 of Schedule 13E-3 must appear in a “Special Factors” section at the beginning of the proxy statement, immediately following the Summary section. See Rule 13e-3(e)(1)(ii). Please relocate this section and the Risk Factors section.
Response: The Partnership respectfully acknowledges the Staff’s comment and advises the Staff that it has relocated the Special Factors and Risk Factors sections.
6. We note the disclaimer on page 23 that you do not undertake any obligation to update or revise any forward-looking statements to reflect “events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.” This disclosure is inconsistent with your obligation under Rules 13e-3(d)(2) and 13e-3(f)(1)(iii) to amend the Schedule 13E-3 to reflect a material change in the information previously disclosed. Please confirm that the information statement will be amended and recirculated to comply with those rules as necessary.
Response: The Partnership respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 22 of the Revised Information Statement.
Background of the Merger, page 54
7. We note the description of Brookfield’s purchase of a significant interest in Partnership GP in September 2017 followed by an additional purchase in July 2018. We also note the description of the TKC-Brookfield Transaction. Please provide us your legal analysis of whether the July 2018 acquisition or the TKC-Brookfield Transaction was a transaction in a series of transactions (culminating with the current proposed merger) subject to Rule 13e-3.
Response: In response to the Staff’s comment, we respectfully submit that neither the exercise of Brookfield Business Partners L.P.’s (collectively with certain of its affiliates and institutional partners, “Brookfield”) option to acquire an additional 2% interest in Teekay Offshore GP L.L.C., a Marshall Islands limited liability company and the general partner of the Partnership (“Partnership GP”) in July 2018 (the “July 2018 Acquisition”) nor Brookfield’s acquisition of Teekay Corporation’s remaining interest in the common units representing limited partner interests in the Partnership (the “Common Units”) on May 8, 2019 (the “TKC-Brookfield Transaction”) was a transaction in a series of transactions culminating with a Rule 13e-3 transaction.
Rule 13e-3(a)(3) defines a “Rule 13e-3 Transaction” as “any transaction or series of transactions…which has either a reasonable likelihood or a purpose of producing, either directly or indirectly,” any of the effects specified in Rule 13e-3(a)(3)(ii). Pursuant to Question and Answer No. 4 of Exchange Act Release No. 34-17719 (the “Release”), “a …transaction will be regarded as one step in a series of transactions which together constitute a Rule 13e-3 transaction if the specific transaction is effected by an issuer or an affiliate as a part, or in furtherance, of a series of actions which, taken together, have either
November 20, 2019
a reasonable likelihood or a purpose of producing, directly or indirectly, any of the paragraph (a)(3)(ii) effects.” The Release further clarifies that such transaction must be “effected with a view to increasing the probability of success or reducing the aggregate expense of, or otherwise facilitating, the result sought to be achieved” and notes that in the absence of a purpose to facilitate a Rule 13e-3 transaction, analysis of “whether a transaction…is likely to produce any of such effects must take into account past, current and planned transactions….”
As explained below, neither the July 2018 Acquisition nor the TKC-Brookfield Transaction (i) increased the likelihood or was effected for the purpose of producing, directly or indirectly, any of the effects specified in Rule 13e-3(a)(3)(ii); (ii) increased the probability of negotiating, obtaining approval of or consummating the proposed merger of Brookfield TK Merger Sub LLC with and into the Partnership (the “Proposed Merger”); (iii) reduced the aggregate expense of consummating the Proposed Merger; or (iv) otherwise facilitated the Proposed Merger.
As described in the Information Statement, on September 25, 2017, Brookfield acquired a 49% interest in Partnership GP and a majority of the outstanding Common Units (the “2017 Acquisition”). In connection with the 2017 Acquisition, Teekay Corporation also granted Brookfield an option to acquire an additional 2% interest in Partnership GP upon certain conditions being satisfied in exchange for certain warrants held by Brookfield. The primary reason that Teekay Corporation granted Brookfield an option rather than directly selling Brookfield the additional 2% interest was to ensure that the change of control provisions under certain of the Partnership’s financing arrangements would not be triggered until the Partnership was in a position to refinance the obligations associated with such financing arrangements on acceptable terms. On July 2, 2018, in connection with the Partnership’s completion of a refinancing transaction, Brookfield exercised the option and obtained the additional 2% interest in Partnership GP. The purpose of the July 2018 Acquisition was to complete the process of acquiring a controlling interest in Partnership GP that Brookfield began via the 2017 Acquisition and not to increase the likelihood or produce any of the effects specified in Rule 13e-3(a)(3)(ii).
With respect to the TKC-Brookfield Transaction, as described in the Information Statement, in April 2019, representatives of Brookfield and Teekay Corporation met to discuss certain matters relating to the business of the Partnership, including the possibility that the Partnership may require additional capital in the future. During the course of discussions, the parties came to an agreement for Teekay Corporation to sell its remaining interests in the Partnership to Brookfield. The purpose of the TKC-Brookfield Transaction was to provide Teekay Corporation with liquidity, which Teekay Corporation desired in order to support obligations in respect of its core gas and tanker businesses and its own capital requirements at such time, and to allow Brookfield to invest further capital in support of its existing investment in the Partnership at an attractive price. Thus, the purpose of the TKC-Brookfield Transaction was to take advantage of an unexpected but favorable investment opportunity and not to increase the likelihood or produce any of the effects specified in Rule 13e-3(a)(3)(ii).
November 20, 2019
Additionally, the July 2018 Acquisition and the TKC-Brookfield Transaction have no impact on the probability of success of the Proposed Merger. Upon completion of the 2017 Acquisition, Brookfield controlled approximately 60% of the outstanding Common Units, and therefore controlled the majority vote required to approve the Proposed Merger. While the July 2018 Acquisition and the TKC-Brookfield Transaction did provide Brookfield with greater control over Partnership GP’s board of directors (the “GP Board”), the composition of the GP Board did not change as a result of either transaction. Furthermore, the GP Board had no role in the TKC-Brookfield Transaction and the Conflicts Committee of the GP Board that was established to consider the Proposed Merger played no role in the negotiation or approval of either the July 2018 Acquisition or the TKC-Brookfield Transaction. Thus, neither the July 2018 Acquisition nor the TKC-Brookfield Transaction increased the probability of entering into definitive documentation for or consummating the Proposed Merger.
Furthermore, neither the July 2018 Acquisition nor the TKC-Brookfield Transaction reduced Brookfield’s aggregate expenses relating to the Proposed Merger. The overwhelming majority of Brookfield’s expenses for the July 2018 Acquisition were incurred in connection with the 2017 Acquisition. Brookfield’s expenses in completing the TKC-Brookfield Transaction were relatively minor given the short period of time in which the transaction was completed and did not offset any of Brookfield’s expenses in connection with the Proposed Merger. Indeed, the majority of Brookfield’s expenses relating to the Proposed Merger consist of legal fees for structuring, negotiating and drafting definitive documentation for the Proposed Merger and preparing and filing the Schedule 13E-3 and Information Statement, none of the expenses for which were reduced as a result of expenses incurred in connection with the July 2018 Acquisition or the TKC-Brookfield Transaction.
Finally, the July 2018 Acquisition and the TKC-Brookfield Transaction did not otherwise facilitate the Proposed Merger or the elimination of the Partnership’s periodic and current report filing requirements with the Commission. As discussed above, the July 2018 Acquisition and the TKC-Brookfield Transaction did not have any effect on Brookfield’s ability to approve the Proposed Merger. Furthermore, the July 2018 Acquisition did not reduce the number of record holders of Common Units, and the elimination of a single record holder through the TKC-Brookfield Transaction had an inconsequential effect on the number of record holders of Common Units. Thus the likelihood that the Partnership would remain listed on the New York Stock Exchange and be subject to periodic and current filing requirements with the Commission was not affected by either the July 2018 Acquisition or the TKC-Brookfield Transaction.
For the foregoing reasons, we respectfully submit that neither the July 2018 Acquisition nor the TKC-Brookfield Transaction was a first step in a going-private transaction, as they were not intended to, and did not, have the reasonable likelihood or purpose of producing, either directly or indirectly, the going private effects described in Rule 13e-3(a)(3)(ii).
November 20, 2019
8. We note the reference to a five-year business plan on page 64. With a view toward disclosure, please tell us whether the plan contained financial projections and, if so, whether those projections have been included in your information statement.
Response: The Partnership respectfully acknowledges the Staff’s comment and advises the Staff that it has amended the disclosures on pages 28 to 36 of the Revised Information Statement to clarify that the five-year business plan provided to the GP Board on September 19, 2019 is the same plan referred to as the “Revised Draft Plan” in Evercore’s opinion letter attached as Annex C (the “Revised Draft Plan”). The Revised Draft Plan (i) was based on aggressive assumptions in terms of new business to position the Partnership for a growth case, and (ii) was presented to the GP Board as a discussion document only and was not being presented to the GP Board for approval. The Revised Draft Plan was shared with the Conflicts Committee and Eve
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CORRESP 1 filename1.htm 30 ROCKEFELLER PLAZA AUSTIN LONDON NEW YORK, NEW YORK BEIJING MOSCOW 10112-4498 BRUSSELS NEW YORK DALLAS PALO ALTO TEL +1 212.408.2500 DUBAI RIYADH FAX +1 212.408.2501 HONG KONG SAN FRANCISCO BakerBotts.com HOUSTON WASHINGTON November 20, 2019 Michael Swidler TEL: 2124082511 FAX: 2122592511 michael.swidler@bakerbotts.com VIA EDGAR Mr. Daniel Duchovny Special Counsel Office of Mergers & Acquisitions United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Teekay Offshore Partners L.P. Schedule 13E-3 Filed October 28, 2019 by Partners Limited, Brookfield Asset Management Inc., Brookfield Private Equity Inc., Brookfield Private Equity Group Holdings LP, BCP GP Limited, Brookfield Capital Partners Ltd., Brookfield Asset Management Private Institutional Capital Adviser (Private Equity) L.P., Brookfield Capital Partners (Bermuda) Ltd., Brookfield TK Acquisition Holdings LP, Brookfield TK Block Acquisition LP, Brookfield TK TOGP LP, Brookfield TK TOLP LP, Brookfield TK Merger Sub LLC, Teekay Offshore GP L.L.C., and Teekay Offshore Partners L.P. File No. 005-82284 Dear Mr. Duchovny: On behalf of Teekay Offshore Partners L.P., a Marshall Islands limited partnership (the “Partnership”), we have set forth below responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated November 14, 2019, with respect to the Schedule 13E-3, File No. 005-82284 (the “Schedule 13E-3”) filed on October 28, 2019 by the Partnership and the other filing persons named therein. For your convenience, the Staff’s comments are repeated below in bold and italics, followed in each case by the responses of the filing persons. Please note that all references to page numbers in the responses are references to the page numbers in Amendment No. 1 to the Schedule 13E-3 (“Amendment No. 1”) or the revised information statement attached as Exhibit (a)(1) thereto (the “Revised Information Statement”), as the case may be, filed concurrently with the submission of this letter in response to the Staff’s comments. Amendment No. 1 and the Revised Information Statement each incorporate the changes made in response to the Staff’s comments, as well as certain other updated information. Capitalized terms used but not otherwise defined herein have the meanings given to such terms in the Revised Information Statement. November 20, 2019 We represent the Partnership. To the extent any response relates to information concerning Partners Limited, Brookfield Asset Management Inc., Brookfield Private Equity Inc., Brookfield Private Equity Group Holdings LP, BCP GP Limited, Brookfield Capital Partners Ltd., Brookfield Asset Management Private Institutional Capital Adviser (Private Equity) L.P., Brookfield Capital Partners (Bermuda) Ltd., Brookfield TK Acquisition Holdings LP, Brookfield TK Block Acquisition LP, Brookfield TK TOGP LP, Brookfield TK TOLP LP, Brookfield TK Merger Sub LLC and Teekay Offshore GP L.L.C., such response is included in this letter based on information provided to the Partnership and us by such other persons or their respective representatives. Schedule 13E-3 Item 16. Exhibits 1. We note that you have requested confidential treatment for certain exhibits. We will review and provide comments on your request separately. Response: The Partnership respectfully acknowledges the Staff’s comment and looks forward to receiving the Staff’s reply to its request for confidential treatment for certain exhibits. Preliminary Information Statement 2. Please disclose in an appropriate location your intended timing for payment of the consideration in the merger. Response: The Partnership respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 2 and 95 of the Revised Information Statement. Questions and Answers, page 1 3. We note that the Questions and Answers and the Summary Term Sheet cover 20 pages of your proxy statement. Revise and consolidate both sections to ensure you comply with Item 1001 of Regulation M-A. Response: The Partnership respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 1 to 13 of the Revised Information Statement. 4. Please update the Selected Historical Consolidated Financial Data (page 16). Response: The Partnership respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 14 to 19 of the Revised Information Statement. 2 November 20, 2019 Special Note Concerning Forward-Looking Statements, page 21 5. The information required by Items 7, 8 and 9 of Schedule 13E-3 must appear in a “Special Factors” section at the beginning of the proxy statement, immediately following the Summary section. See Rule 13e-3(e)(1)(ii). Please relocate this section and the Risk Factors section. Response: The Partnership respectfully acknowledges the Staff’s comment and advises the Staff that it has relocated the Special Factors and Risk Factors sections. 6. We note the disclaimer on page 23 that you do not undertake any obligation to update or revise any forward-looking statements to reflect “events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.” This disclosure is inconsistent with your obligation under Rules 13e-3(d)(2) and 13e-3(f)(1)(iii) to amend the Schedule 13E-3 to reflect a material change in the information previously disclosed. Please confirm that the information statement will be amended and recirculated to comply with those rules as necessary. Response: The Partnership respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 22 of the Revised Information Statement. Background of the Merger, page 54 7. We note the description of Brookfield’s purchase of a significant interest in Partnership GP in September 2017 followed by an additional purchase in July 2018. We also note the description of the TKC-Brookfield Transaction. Please provide us your legal analysis of whether the July 2018 acquisition or the TKC-Brookfield Transaction was a transaction in a series of transactions (culminating with the current proposed merger) subject to Rule 13e-3. Response: In response to the Staff’s comment, we respectfully submit that neither the exercise of Brookfield Business Partners L.P.’s (collectively with certain of its affiliates and institutional partners, “Brookfield”) option to acquire an additional 2% interest in Teekay Offshore GP L.L.C., a Marshall Islands limited liability company and the general partner of the Partnership (“Partnership GP”) in July 2018 (the “July 2018 Acquisition”) nor Brookfield’s acquisition of Teekay Corporation’s remaining interest in the common units representing limited partner interests in the Partnership (the “Common Units”) on May 8, 2019 (the “TKC-Brookfield Transaction”) was a transaction in a series of transactions culminating with a Rule 13e-3 transaction. Rule 13e-3(a)(3) defines a “Rule 13e-3 Transaction” as “any transaction or series of transactions…which has either a reasonable likelihood or a purpose of producing, either directly or indirectly,” any of the effects specified in Rule 13e-3(a)(3)(ii). Pursuant to Question and Answer No. 4 of Exchange Act Release No. 34-17719 (the “Release”), “a …transaction will be regarded as one step in a series of transactions which together constitute a Rule 13e-3 transaction if the specific transaction is effected by an issuer or an affiliate as a part, or in furtherance, of a series of actions which, taken together, have either 3 November 20, 2019 a reasonable likelihood or a purpose of producing, directly or indirectly, any of the paragraph (a)(3)(ii) effects.” The Release further clarifies that such transaction must be “effected with a view to increasing the probability of success or reducing the aggregate expense of, or otherwise facilitating, the result sought to be achieved” and notes that in the absence of a purpose to facilitate a Rule 13e-3 transaction, analysis of “whether a transaction…is likely to produce any of such effects must take into account past, current and planned transactions….” As explained below, neither the July 2018 Acquisition nor the TKC-Brookfield Transaction (i) increased the likelihood or was effected for the purpose of producing, directly or indirectly, any of the effects specified in Rule 13e-3(a)(3)(ii); (ii) increased the probability of negotiating, obtaining approval of or consummating the proposed merger of Brookfield TK Merger Sub LLC with and into the Partnership (the “Proposed Merger”); (iii) reduced the aggregate expense of consummating the Proposed Merger; or (iv) otherwise facilitated the Proposed Merger. As described in the Information Statement, on September 25, 2017, Brookfield acquired a 49% interest in Partnership GP and a majority of the outstanding Common Units (the “2017 Acquisition”). In connection with the 2017 Acquisition, Teekay Corporation also granted Brookfield an option to acquire an additional 2% interest in Partnership GP upon certain conditions being satisfied in exchange for certain warrants held by Brookfield. The primary reason that Teekay Corporation granted Brookfield an option rather than directly selling Brookfield the additional 2% interest was to ensure that the change of control provisions under certain of the Partnership’s financing arrangements would not be triggered until the Partnership was in a position to refinance the obligations associated with such financing arrangements on acceptable terms. On July 2, 2018, in connection with the Partnership’s completion of a refinancing transaction, Brookfield exercised the option and obtained the additional 2% interest in Partnership GP. The purpose of the July 2018 Acquisition was to complete the process of acquiring a controlling interest in Partnership GP that Brookfield began via the 2017 Acquisition and not to increase the likelihood or produce any of the effects specified in Rule 13e-3(a)(3)(ii). With respect to the TKC-Brookfield Transaction, as described in the Information Statement, in April 2019, representatives of Brookfield and Teekay Corporation met to discuss certain matters relating to the business of the Partnership, including the possibility that the Partnership may require additional capital in the future. During the course of discussions, the parties came to an agreement for Teekay Corporation to sell its remaining interests in the Partnership to Brookfield. The purpose of the TKC-Brookfield Transaction was to provide Teekay Corporation with liquidity, which Teekay Corporation desired in order to support obligations in respect of its core gas and tanker businesses and its own capital requirements at such time, and to allow Brookfield to invest further capital in support of its existing investment in the Partnership at an attractive price. Thus, the purpose of the TKC-Brookfield Transaction was to take advantage of an unexpected but favorable investment opportunity and not to increase the likelihood or produce any of the effects specified in Rule 13e-3(a)(3)(ii). 4 November 20, 2019 Additionally, the July 2018 Acquisition and the TKC-Brookfield Transaction have no impact on the probability of success of the Proposed Merger. Upon completion of the 2017 Acquisition, Brookfield controlled approximately 60% of the outstanding Common Units, and therefore controlled the majority vote required to approve the Proposed Merger. While the July 2018 Acquisition and the TKC-Brookfield Transaction did provide Brookfield with greater control over Partnership GP’s board of directors (the “GP Board”), the composition of the GP Board did not change as a result of either transaction. Furthermore, the GP Board had no role in the TKC-Brookfield Transaction and the Conflicts Committee of the GP Board that was established to consider the Proposed Merger played no role in the negotiation or approval of either the July 2018 Acquisition or the TKC-Brookfield Transaction. Thus, neither the July 2018 Acquisition nor the TKC-Brookfield Transaction increased the probability of entering into definitive documentation for or consummating the Proposed Merger. Furthermore, neither the July 2018 Acquisition nor the TKC-Brookfield Transaction reduced Brookfield’s aggregate expenses relating to the Proposed Merger. The overwhelming majority of Brookfield’s expenses for the July 2018 Acquisition were incurred in connection with the 2017 Acquisition. Brookfield’s expenses in completing the TKC-Brookfield Transaction were relatively minor given the short period of time in which the transaction was completed and did not offset any of Brookfield’s expenses in connection with the Proposed Merger. Indeed, the majority of Brookfield’s expenses relating to the Proposed Merger consist of legal fees for structuring, negotiating and drafting definitive documentation for the Proposed Merger and preparing and filing the Schedule 13E-3 and Information Statement, none of the expenses for which were reduced as a result of expenses incurred in connection with the July 2018 Acquisition or the TKC-Brookfield Transaction. Finally, the July 2018 Acquisition and the TKC-Brookfield Transaction did not otherwise facilitate the Proposed Merger or the elimination of the Partnership’s periodic and current report filing requirements with the Commission. As discussed above, the July 2018 Acquisition and the TKC-Brookfield Transaction did not have any effect on Brookfield’s ability to approve the Proposed Merger. Furthermore, the July 2018 Acquisition did not reduce the number of record holders of Common Units, and the elimination of a single record holder through the TKC-Brookfield Transaction had an inconsequential effect on the number of record holders of Common Units. Thus the likelihood that the Partnership would remain listed on the New York Stock Exchange and be subject to periodic and current filing requirements with the Commission was not affected by either the July 2018 Acquisition or the TKC-Brookfield Transaction. For the foregoing reasons, we respectfully submit that neither the July 2018 Acquisition nor the TKC-Brookfield Transaction was a first step in a going-private transaction, as they were not intended to, and did not, have the reasonable likelihood or purpose of producing, either directly or indirectly, the going private effects described in Rule 13e-3(a)(3)(ii). 5 November 20, 2019 8. We note the reference to a five-year business plan on page 64. With a view toward disclosure, please tell us whether the plan contained financial projections and, if so, whether those projections have been included in your information statement. Response: The Partnership respectfully acknowledges the Staff’s comment and advises the Staff that it has amended the disclosures on pages 28 to 36 of the Revised Information Statement to clarify that the five-year business plan provided to the GP Board on September 19, 2019 is the same plan referred to as the “Revised Draft Plan” in Evercore’s opinion letter attached as Annex C (the “Revised Draft Plan”). The Revised Draft Plan (i) was based on aggressive assumptions in terms of new business to position the Partnership for a growth case, and (ii) was presented to the GP Board as a discussion document only and was not being presented to the GP Board for approval. The Revised Draft Plan was shared with the Conflicts Committee and Eve