Response to Public Comments on CER Filing Manual Guide R Revisions: Transfer of Ownership, Lease or Amalgamation
Outreach on the Draft Guide R
Draft revisions to the following documents were posted on the CER Filing Manual Updates page for a 45-day public comment period from 21 October to 6 December 2024:
- Filing Manual section Guide R: Transfer of Ownership, Lease or Amalgamation; and
- Transfer of Ownership, Lease or Amalgamation Application Form (Form).
For additional background on the draft revisions please refer to the “Regulatory Context and Summary of Gaps” document posted previously on the Filing Manual Updates page.
The objective of the CER’s outreach was to support broad external engagement and feedback opportunities on the draft revisions. Marked-up versions and a discussion paper were shared publicly to encourage comments. Notification emails with links to the draft revisions were sent to pipeline companies, environmental non-governmental organizations, Indigenous organizations, landowner associations, municipal organizations, and other groups.
Written comments were received from Enbridge Inc., TC Energy and Trans Mountain. All comments were posted on the Filing Manual Updates page. The CER thanks all who provided feedback.
Public Comment Summary and CER Response
The following section summarizes the main comments received and the CER’s response to these comments, including how they were considered.
Most comments were accommodated in revisions to Guide R and the Form. The comments accepted include:
- Added a link to the Form in Guide R.
- Reduced duplication and inconsistencies between the Form and Guide R by referring applicants to the Form for the detailed filing requirements.
- Various changes throughout the documents to improve clarity and organizational structure.
- Consistent use of terms such as pipeline, proposed transaction, purchaser and seller.
- Clarifying if there are differences in requirements for amalgamations.
- Improved guidance about the types of regulatory instruments that should accompany an application, including leave to open.
- Refined guidance related to abandonment funding and financial resource requirements.
Below are responses to other comments that were not adopted:
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Suggestions to entirely remove the filing requirement for the seller to provide purchaser financial information when pipelines or abandoned pipelines would leave CER jurisdiction.
Response: An explanation of the purchaser’s ability to finance ongoing operations or post-abandonment activities, when a pipeline or abandoned pipeline would leave CER jurisdiction, assists the Commission in assessing whether the public interest would be harmed as a result of the proposed transaction. In response to concerns that the provision of confidential financial information would adversely affect a company’s competitive position, the filing requirement was adjusted to remove the reference to financial statements.
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Suggestion that it should not be necessary to provide financial information regarding the acquiring company in the case of a pipeline remaining within CER jurisdiction because financial resource requirements and abandonment funding obligations should be sufficient.
Response: In addition to satisfying financial resource requirements and abandonment funding obligations when a pipeline would remain in CER jurisdiction, information on how the purchaser will finance ongoing operations assists the Commission in assessing whether the public interest would be harmed as a result of the proposed transaction.
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Suggestions to set a recommended time to apply for purchase, sale or lease applications, as had been done for amalgamations (at least 40 days prior to the scheduled amalgamation close date).
Response: For an application for leave to sell, transfer, lease, purchase, or acquire, there is not a recommended time to apply prior to the scheduled transaction close, as timing will depend on the complexity of the application.
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Suggestion to make changes to the filing requirements to be “scalable across a range or projects.”
Response: Specific changes to Guide R or the Form are not necessary because applicants can provide the level of detail commensurate with the pipeline or abandoned pipeline and proposed transaction. Applicants can advise in their applications if certain information is immaterial and provide justification for why certain information has not been provided.
Next Steps
The revised Guide R: Transfer of Ownership, Lease or Amalgamation and Form have been published on the CER website and are now in effect. Per previous practice, a banner notice will be displayed on the CER home page, and a broad list of interested parties will receive an email linking to the new Guide R and Form.
A history of updates to the Filing Manuals can be found at: History of Filing Manual Updates.
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