SC 13D/A
Table of Contents

     
 
OMB APPROVAL
 
 
 
 
 
 
 
 
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
PUGET ENERGY, INC.
 
(Name of Issuer)
Common Stock, par value $0.01 per share
 
(Title of Class of Securities)
745310102
 
(CUSIP Number)
Latham & Watkins LLP
53rd at Third
885 Third Avenue
New York, New York 10022-4834
Attn: Edward Sonnenschein, Esq.
David Kurzweil, Esq.
(212) 906-1200
with copies to:
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
Attn: Joseph Frumkin, Esq.
John O’Brien, Esq.
(212) 558-4000
Gowling Lafleur Henderson LLP
Suite 1600, 1 First Canadian Place
100 King Street West
Toronto, Ontario, Canada M5X 1G5
Attn: Nicholas E.J. Dietrich, Esq.
(416) 369-7288
McCullough O’Connor Irwin LLP
1100-888 Dunsmuir Street
Vancouver, British Columbia, Canada V6C 3K4
Attn: Jonathan W. McCullough, Esq.
(604) 687-7077
 
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 6, 2009
 
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 

 


TABLE OF CONTENTS

Item 2. Identity and Background
Item 3. Source and Amount of Funds or Other Consideration
Item 4. Purpose of the Transaction
Item 5. Interest in Securities of the Issuer
Item 7. Material to be Filed as Exhibits
SIGNATURES
EX-1: JOINT FILING AGREEMENT
EX-99.1: PRESS RELEASE


Table of Contents

                     
CUSIP No.
 
745310102 
 

 

           
1   NAMES OF REPORTING PERSONS.

Puget Equico LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  BK, OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  State of Washington
       
  7   SOLE VOTING POWER
     
NUMBER OF   200 shares
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0 shares
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   200 shares
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0 shares
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  200 shares
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  100.0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO*
* Puget Equico LLC, a Washington limited liability company (“Puget Equico”), may be deemed to be a member of a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that includes MIP Padua Holdings, GP, MIP II Washington Holdings, L.P., Macquarie-FSS Infrastructure Trust, Padua MG Holdings LLC, CPP Investment Board (USRE II) Inc., 6860141 Canada Inc. as trustee for Padua Investment Trust, PIP2PX (Pad) Ltd. and PIP2GV (Pad) Ltd. (collectively, the “Padua Investors”), Puget Holdings LLC (f/k/a Padua Holdings LLC), a Delaware limited liability company (“Padua”), and Puget Intermediate Holdings Inc. (f/k/a Padua Intermediate Holdings Inc.), a Washington corporation (“Padua Intermediate”). Puget Equico is a wholly owned subsidiary of Padua Intermediate, Padua Intermediate is a wholly owned subsidiary of Padua and the Padua Investors are the direct or indirect owners of Padua. Padua, Padua Intermediate, Puget Merger Sub Inc. (f/k/a Padua Merger Sub Inc.), a Washington corporation and wholly owned subsidiary of Padua Intermediate (“Merger Sub”), and Puget Energy, Inc., a Washington corporation (“Puget”), entered into an Agreement and Plan of Merger, dated as of October 25, 2007 (the “Merger Agreement”). The transactions contemplated by the Merger Agreement were consummated on February 6, 2009, pursuant to which Puget Equico acquired all of the outstanding common stock of Puget as described in Item 4 of this Schedule 13D.
** Puget Equico LLC is a Washington limited liability company.

2


Table of Contents

                     
CUSIP No.
 
745310102 
 

 

           
1   NAMES OF REPORTING PERSONS.

Puget Intermediate Holdings Inc. (f/k/a Padua Intermediate Holdings Inc.)
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  BK, OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  State of Washington
       
  7   SOLE VOTING POWER
     
NUMBER OF   0 shares
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   200 shares*
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0 shares
       
WITH 10   SHARED DISPOSITIVE POWER
     
    200 shares*
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  200 shares*
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  100.0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO
* Puget Intermediate Holdings Inc. (f/k/a Padua Intermediate Holdings Inc.), a Washington corporation (“Padua Intermediate”), may be deemed to be a member of a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that includes MIP Padua Holdings, GP, MIP II Washington Holdings, L.P., Macquarie-FSS Infrastructure Trust, Padua MG Holdings LLC, CPP Investment Board (USRE II) Inc., 6860141 Canada Inc. as trustee for Padua Investment Trust, PIP2PX (Pad) Ltd. and PIP2GV (Pad) Ltd. (collectively, the “Padua Investors”), Puget Holdings LLC (f/k/a Padua Holdings LLC), a Delaware limited liability company (“Padua”), and Puget Equico LLC, a Washington limited liability company (“Puget Equico”). Puget Equico is a wholly owned subsidiary of Padua Intermediate, Padua Intermediate is a wholly owned subsidiary of Padua and the Padua Investors are the direct or indirect owners of Padua. Padua, Padua Intermediate, Puget Merger Sub Inc. (f/k/a Padua Merger Sub Inc.), a Washington corporation and wholly owned subsidiary of Padua Intermediate (“Merger Sub”), and Puget Energy, Inc., a Washington corporation (“Puget”), entered into an Agreement and Plan of Merger, dated as of October 25, 2007 (the “Merger Agreement”). The transactions contemplated by the Merger Agreement were consummated on February 6, 2009, pursuant to which Puget Equico acquired all of the outstanding common stock of Puget as described in Item 4 of this Schedule 13D.

3


Table of Contents

                     
CUSIP No.
 
745310102 
 

 

           
1   NAMES OF REPORTING PERSONS.

Puget Holdings LLC (f/k/a Padua Holdings LLC)
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  BK, OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  State of Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   0 shares
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   200 shares*
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0 shares
       
WITH 10   SHARED DISPOSITIVE POWER
     
    200 shares*
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  200 shares*
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  100.0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO **
* Puget Holdings LLC (f/k/a Padua Holdings LLC), a Delaware limited liability company (“Padua”), may be deemed to be a member of a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that includes MIP Padua Holdings, GP, MIP II Washington Holdings, L.P., Macquarie-FSS Infrastructure Trust, Padua MG Holdings LLC, CPP Investment Board (USRE II) Inc., 6860141 Canada Inc. as trustee for Padua Investment Trust, PIP2PX (Pad) Ltd. and PIP2GV (Pad) Ltd. (collectively, the “Padua Investors”), Puget Intermediate Holdings Inc. (f/k/a Padua Intermediate Holdings Inc.), a Washington corporation (“Padua Intermediate”) and Puget Equico LLC, a Washington limited liability company (“Puget Equico”). Puget Equico is a wholly owned subsidiary of Padua Intermediate, Padua Intermediate is a wholly owned subsidiary of Padua and the Padua Investors are the direct or indirect owners of Padua. Padua, Padua Intermediate, Puget Merger Sub Inc. (f/k/a Padua Merger Sub Inc.), a Washington corporation and wholly owned subsidiary of Padua Intermediate (“Merger Sub”), and Puget Energy, Inc., a Washington corporation (“Puget”), entered into an Agreement and Plan of Merger, dated as of October 25, 2007 (the “Merger Agreement”). The transactions contemplated by the Merger Agreement were consummated on February 6, 2009, pursuant to which Puget Equico acquired all of the outstanding common stock of Puget as described in Item 4 of this Schedule 13D.
** Puget Holdings LLC (f/k/a Padua Holdings LLC) is a Delaware limited liability company.

4


Table of Contents

                     
CUSIP No.
 
745310102 
 

 

           
1   NAMES OF REPORTING PERSONS.

MIP Padua Holdings, GP
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC, OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  State of Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   0 shares
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0 shares*
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0 shares
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0 shares*
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  0 shares*
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN
* MIP Padua Holdings, GP, a Delaware general partnership (“MIP”), may be deemed to be a member of a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that includes MIP II Washington Holdings, L.P., Macquarie-FSS Infrastructure Trust, Padua MG Holdings LLC, CPP Investment Board (USRE II) Inc., 6860141 Canada Inc. as trustee for Padua Investment Trust, PIP2PX (Pad) Ltd. and PIP2GV (Pad) Ltd. (collectively, the “Other Padua Investors” and, together with MIP, the “Padua Investors”), Puget Holdings LLC (f/k/a Padua Holdings LLC), a Delaware limited liability company (“Padua”), Puget Intermediate Holdings Inc. (f/k/a Padua Intermediate Holdings Inc.), a Washington corporation (“Padua Intermediate”) and Puget Equico LLC, a Washington limited liability company (“Puget Equico”). Puget Equico is a wholly owned subsidiary of Padua Intermediate, Padua Intermediate is a wholly owned subsidiary of Padua and the Padua Investors are the direct or indirect owners of Padua. Padua, Padua Intermediate, Puget Merger Sub Inc. (f/k/a Padua Merger Sub Inc.), a Washington corporation and wholly owned subsidiary of Padua Intermediate (“Merger Sub”), and Puget Energy, Inc., a Washington corporation (“Puget”), entered into an Agreement and Plan of Merger, dated as of October 25, 2007 (the “Merger Agreement”). The transactions contemplated by the Merger Agreement were consummated on February 6, 2009, pursuant to which Puget Equico acquired all of the outstanding common stock of Puget as described in Item 4 of this Schedule 13D. MIP expressly disclaims beneficial ownership of any of the shares of common stock in Puget that may be beneficially owned by the Other Padua Investors, Padua, Padua Intermediate and Puget Equico and expressly declares that the filing of this Schedule 13D shall not be construed as an admission that MIP is, for purposes of Section 13(d) and (e) of the Exchange Act, the beneficial owner of the shares of common stock of Puget that may be beneficially owned by the Other Padua Investors, Padua, Padua Intermediate and Puget Equico.

5


Table of Contents

                     
CUSIP No.
 
745310102 
 

 

           
1   NAMES OF REPORTING PERSONS.

MIP II Washington Holdings, L.P.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC, OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  State of Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   0 shares
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0 shares*
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0 shares
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0 shares*
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  0 shares*
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN
* MIP II Washington Holdings, L.P., a Delaware limited partnership (“MIP II”), may be deemed to be a member of a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that includes MIP Padua Holdings, GP, Macquarie-FSS Infrastructure Trust, Padua MG Holdings LLC, CPP Investment Board (USRE II) Inc., 6860141 Canada Inc. as trustee for Padua Investment Trust, PIP2PX (Pad) Ltd. and PIP2GV (Pad) Ltd. (collectively, the “Other Padua Investors” and, together with MIP II, the “Padua Investors”), Puget Holdings LLC (f/k/a Padua Holdings LLC), a Delaware limited liability company (“Padua”), Puget Intermediate Holdings Inc. (f/k/a Padua Intermediate Holdings Inc.), a Washington corporation (“Padua Intermediate”) and Puget Equico LLC, a Washington limited liability company (“Puget Equico”). Puget Equico is a wholly owned subsidiary of Padua Intermediate, Padua Intermediate is a wholly owned subsidiary of Padua and the Padua Investors are the direct or indirect owners of Padua. Padua, Padua Intermediate, Puget Merger Sub Inc. (f/k/a Padua Merger Sub Inc.), a Washington corporation and wholly owned subsidiary of Padua Intermediate (“Merger Sub”), and Puget Energy, Inc., a Washington corporation (“Puget”), entered into an Agreement and Plan of Merger, dated as of October 25, 2007 (the “Merger Agreement”). The transactions contemplated by the Merger Agreement were consummated on February 6, 2009, pursuant to which Puget Equico acquired all of the outstanding common stock of Puget as described in Item 4 of this Schedule 13D. MIP II expressly disclaims beneficial ownership of any of the shares of common stock in Puget that may be beneficially owned by the Other Padua Investors, Padua, Padua Intermediate and Puget Equico and expressly declares that the filing of this Schedule 13D shall not be construed as an admission that MIP II is, for purposes of Section 13(d) and (e) of the Exchange Act, the beneficial owner of the shares of common stock of Puget that may be beneficially owned by the Other Padua Investors, Padua, Padua Intermediate and Puget Equico.

6


Table of Contents

                     
CUSIP No.
 
745310102 
 

 

           
1   NAMES OF REPORTING PERSONS.

Macquarie-FSS Infrastructure Trust
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC, OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Australia
       
  7   SOLE VOTING POWER
     
NUMBER OF   0 shares
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0 shares*
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0 shares
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0 shares*
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  0 shares*
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO **
* Macquarie-FSS Infrastructure Trust, a Australian trust (“MFIT”), may be deemed to be a member of a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that includes MIP Padua Holdings, GP, MIP II Washington Holdings, L.P., Padua MG Holdings LLC, CPP Investment Board (USRE II) Inc., 6860141 Canada Inc. as trustee for Padua Investment Trust, PIP2PX (Pad) Ltd. and PIP2GV (Pad) Ltd. (collectively, the “Other Padua Investors” and, together with MFIT, the “Padua Investors”), Puget Holdings LLC (f/k/a Padua Holdings LLC), a Delaware limited liability company (“Padua”), Puget Intermediate Holdings Inc. (f/k/a Padua Intermediate Holdings Inc.), a Washington corporation (“Padua Intermediate”) and Puget Equico LLC, a Washington limited liability company (“Puget Equico”). Puget Equico is a wholly owned subsidiary of Padua Intermediate, Padua Intermediate is a wholly owned subsidiary of Padua and the Padua Investors are the direct or indirect owners of Padua. Padua, Padua Intermediate, Puget Merger Sub Inc. (f/k/a Padua Merger Sub Inc.), a Washington corporation and wholly owned subsidiary of Padua Intermediate (“Merger Sub”), and Puget Energy, Inc., a Washington corporation (“Puget”), entered into an Agreement and Plan of Merger, dated as of October 25, 2007 (the “Merger Agreement”). The transactions contemplated by the Merger Agreement were consummated on February 6, 2009, pursuant to which Puget Equico acquired all of the outstanding common stock of Puget as described in Item 4 of this Schedule 13D. MFIT expressly disclaims beneficial ownership of any of the shares of common stock in Puget that may be beneficially owned by the Other Padua Investors, Padua, Padua Intermediate and Puget Equico and expressly declares that the filing of this Schedule 13D shall not be construed as an admission that MFIT is, for purposes of Section 13(d) and (e) of the Exchange Act, the beneficial owner of the shares of common stock of Puget that may be beneficially owned by the Other Padua Investors, Padua, Padua Intermediate and Puget Equico.
** Macquarie-FSS Infrastructure Trust is an Australian trust.

7


Table of Contents

                     
CUSIP No.
 
745310102 
 

 

           
1   NAMES OF REPORTING PERSONS.

Padua MG Holdings LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC, OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  State of Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   0 shares
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0 shares*
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0 shares
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0 shares*
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  0 shares*
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO**
* Padua MG Holdings LLC, a Delaware limited liability company (“PMGH”), may be deemed to be a member of a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that includes MIP Padua Holdings, GP, MIP II Washington Holdings, L.P., Macquarie-FSS Infrastructure Trust, CPP Investment Board (USRE II) Inc., 6860141 Canada Inc. as trustee for Padua Investment Trust, PIP2PX (Pad) Ltd. and PIP2GV (Pad) Ltd. (collectively, the “Other Padua Investors” and, together with PMGH, the “Padua Investors”), Puget Holdings LLC (f/k/a Padua Holdings LLC), a Delaware limited liability company (“Padua”), Puget Intermediate Holdings Inc. (f/k/a Padua Intermediate Holdings Inc.), a Washington corporation (“Padua Intermediate”) and Puget Equico LLC, a Washington limited liability company (“Puget Equico”). Puget Equico is a wholly owned subsidiary of Padua Intermediate, Padua Intermediate is a wholly owned subsidiary of Padua and the Padua Investors are the direct or indirect owners of Padua. Padua, Padua Intermediate, Puget Merger Sub Inc. (f/k/a Padua Merger Sub Inc.), a Washington corporation and wholly owned subsidiary of Padua Intermediate (“Merger Sub”), and Puget Energy, Inc., a Washington corporation (“Puget”), entered into an Agreement and Plan of Merger, dated as of October 25, 2007 (the “Merger Agreement”). The transactions contemplated by the Merger Agreement were consummated on February 6, 2009, pursuant to which Puget Equico acquired all of the outstanding common stock of Puget as described in Item 4 of this Schedule 13D. PMGH expressly disclaims beneficial ownership of any of the shares of common stock in Puget that may be beneficially owned by the Other Padua Investors, Padua, Padua Intermediate and Puget Equico and expressly declares that the filing of this Schedule 13D shall not be construed as an admission that PMGH is, for purposes of Section 13(d) and (e) of the Exchange Act, the beneficial owner of the shares of common stock of Puget that may be beneficially owned by the Other Padua Investors, Padua, Padua Intermediate and Puget Equico.
** Padua MG Holdings LLC is Delaware limited liability company.

8


Table of Contents

                     
CUSIP No.
 
745310102 
 

 

           
1   NAMES OF REPORTING PERSONS.

CPP Investment Board (USRE II) Inc.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC, OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Canada
       
  7   SOLE VOTING POWER
     
NUMBER OF   0 shares
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0 shares*
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0 shares
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0 shares*
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  0 shares*
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO
* CPP Investment Board (USRE II) Inc., a Canadian corporation (“CPP”), may be deemed to be a member of a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that includes MIP Padua Holdings, GP, MIP II Washington Holdings, L.P., Macquarie-FSS Infrastructure Trust, Padua MG Holdings LLC, 6860141 Canada Inc. as trustee for Padua Investment Trust, PIP2PX (Pad) Ltd. and PIP2GV (Pad) Ltd. (collectively, the “Other Padua Investors” and, together with CPP, the “Padua Investors”), Puget Holdings LLC (f/k/a Padua Holdings LLC), a Delaware limited liability company (“Padua”), Puget Intermediate Holdings Inc. (f/k/a Padua Intermediate Holdings Inc.), a Washington corporation (“Padua Intermediate”) and Puget Equico LLC, a Washington limited liability company (“Puget Equico”). Puget Equico is a wholly owned subsidiary of Padua Intermediate, Padua Intermediate is a wholly owned subsidiary of Padua and the Padua Investors are the direct or indirect owners of Padua. Padua, Padua Intermediate, Puget Merger Sub Inc. (f/k/a Padua Merger Sub Inc.), a Washington corporation and wholly owned subsidiary of Padua Intermediate (“Merger Sub”), and Puget Energy, Inc., a Washington corporation (“Puget”), entered into an Agreement and Plan of Merger, dated as of October 25, 2007 (the “Merger Agreement”). The transactions contemplated by the Merger Agreement were consummated on February 6, 2009, pursuant to which Puget Equico acquired all of the outstanding common stock of Puget as described in Item 4 of this Schedule 13D. CPP expressly disclaims beneficial ownership of any of the shares of common stock in Puget that may be beneficially owned by the Other Padua Investors, Padua, Padua Intermediate and Puget Equico and expressly declares that the filing of this Schedule 13D shall not be construed as an admission that CPP is, for purposes of Section 13(d) and (e) of the Exchange Act, the beneficial owner of the shares of common stock of Puget that may be beneficially owned by the Other Padua Investors, Padua, Padua Intermediate and Puget Equico.

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CUSIP No.
 
745310102 
 

 

           
1   NAMES OF REPORTING PERSONS.

6860141 Canada Inc. as trustee for Padua Investment Trust
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC, OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  British Columbia, Canada
       
  7   SOLE VOTING POWER
     
NUMBER OF   0 shares
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0 shares*
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0 shares
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0 shares*
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  0 shares*
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO **
* 6860141 Canada Inc. as trustee for Padua Investment Trust, a trust governed by the laws of British Columbia, Canada (“PIT”), may be deemed to be a member of a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that includes MIP Padua Holdings, GP, MIP II Washington Holdings, L.P., Macquarie-FSS Infrastructure Trust, Padua MG Holdings LLC, CPP Investment Board (USRE II) Inc., PIP2PX (Pad) Ltd. and PIP2GV (Pad) Ltd. (collectively, the “Other Padua Investors” and, together with PIT, the “Padua Investors”), Puget Holdings LLC (f/k/a Padua Holdings LLC), a Delaware limited liability company (“Padua”), Puget Intermediate Holdings Inc. (f/k/a Padua Intermediate Holdings Inc.), a Washington corporation (“Padua Intermediate”) and Puget Equico LLC, a Washington limited liability company (“Puget Equico”). Puget Equico is a wholly owned subsidiary of Padua Intermediate, Padua Intermediate is a wholly owned subsidiary of Padua and the Padua Investors are the direct or indirect owners of Padua. Padua, Padua Intermediate, Puget Merger Sub Inc. (f/k/a Padua Merger Sub Inc.), a Washington corporation and wholly owned subsidiary of Padua Intermediate (“Merger Sub”), and Puget Energy, Inc., a Washington corporation (“Puget”), entered into an Agreement and Plan of Merger, dated as of October 25, 2007 (the “Merger Agreement”). The transactions contemplated by the Merger Agreement were consummated on February 6, 2009, pursuant to which Puget Equico acquired all of the outstanding common stock of Puget as described in Item 4 of this Schedule 13D. PIT expressly disclaims beneficial ownership of any of the shares of common stock in Puget that may be beneficially owned by the Other Padua Investors, Padua, Padua Intermediate and Puget Equico and expressly declares that the filing of this Schedule 13D shall not be construed as an admission that PIT is, for purposes of Section 13(d) and (e) of the Exchange Act, the beneficial owner of the shares of common stock of Puget that may be beneficially owned by the Other Padua Investors, Padua, Padua Intermediate and Puget Equico.
** 6860141 Canada Inc. as trustee for Padua Investment Trust is a trust governed by the laws of British Columbia, Canada.

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CUSIP No.
 
745310102 
 

 

           
1   NAMES OF REPORTING PERSONS.

PIP2PX (Pad) Ltd.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC, OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Alberta, Canada
       
  7   SOLE VOTING POWER
     
NUMBER OF   0 shares
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0 shares*
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0 shares
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0 shares*
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  0 shares*
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO**
* PIP2PX (Pad) Ltd., an Alberta, Canada corporation (“PIP2PX”), may be deemed to be a member of a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that includes MIP Padua Holdings, GP, MIP II Washington Holdings, L.P., Macquarie-FSS Infrastructure Trust, Padua MG Holdings LLC, CPP Investment Board (USRE II) Inc., 6860141 Canada Inc. as trustee for Padua Investment Trust and PIP2GV (Pad) Ltd. (collectively, the “Other Padua Investors” and, together with PIP2PX, the “Padua Investors”), Puget Holdings LLC (f/k/a Padua Holdings LLC), a Delaware limited liability company (“Padua”), Puget Intermediate Holdings Inc. (f/k/a Padua Intermediate Holdings Inc.), a Washington corporation (“Padua Intermediate”) and Puget Equico LLC, a Washington limited liability company (“Puget Equico”). Puget Equico is a wholly owned subsidiary of Padua Intermediate, Padua Intermediate is a wholly owned subsidiary of Padua and the Padua Investors are the direct or indirect owners of Padua. Padua, Padua Intermediate, Puget Merger Sub Inc. (f/k/a Padua Merger Sub Inc.), a Washington corporation and wholly owned subsidiary of Padua Intermediate (“Merger Sub”), and Puget Energy, Inc., a Washington corporation (“Puget”), entered into an Agreement and Plan of Merger, dated as of October 25, 2007 (the “Merger Agreement”). The transactions contemplated by the Merger Agreement were consummated on February 6, 2009, pursuant to which Puget Equico acquired all of the outstanding common stock of Puget as described in Item 4 of this Schedule 13D. PIP2PX expressly disclaims beneficial ownership of any of the shares of common stock in Puget that may be beneficially owned by the Other Padua Investors, Padua, Padua Intermediate and Puget Equico and expressly declares that the filing of this Schedule 13D shall not be construed as an admission that PIP2PX is, for purposes of Section 13(d) and (e) of the Exchange Act, the beneficial owner of the shares of common stock of Puget that may be beneficially owned by the Other Padua Investors, Padua, Padua Intermediate and Puget Equico.
** PIP2PX (Pad) Ltd. is an Alberta, Canada corporation.

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CUSIP No.
 
745310102 
 

 

           
1   NAMES OF REPORTING PERSONS.

PIP2GV (Pad) Ltd.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC, OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Alberta, Canada
       
  7   SOLE VOTING POWER
     
NUMBER OF   0 shares
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0 shares*
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0 shares
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0 shares*
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  0 shares*
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO **
* PIP2GV (Pad) Ltd., an Alberta, Canada corporation (“PIP2GV”), may be deemed to be a member of a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that includes MIP Padua Holdings, GP, MIP II Washington Holdings, L.P., Macquarie-FSS Infrastructure Trust, Padua MG Holdings LLC, CPP Investment Board (USRE II) Inc., 6860141 Canada Inc. as trustee for Padua Investment Trust and PIP2PX (Pad) Ltd. (collectively, the “Other Padua Investors” and, together with PIP2GV, the “Padua Investors”), Puget Holdings LLC (f/k/a Padua Holdings LLC), a Delaware limited liability company (“Padua”), Puget Intermediate Holdings Inc. (f/k/a Padua Intermediate Holdings Inc.), a Washington corporation (“Padua Intermediate”) and Puget Equico LLC, a Washington limited liability company (“Puget Equico”). Puget Equico is a wholly owned subsidiary of Padua Intermediate, Padua Intermediate is a wholly owned subsidiary of Padua and the Padua Investors are the direct or indirect owners of Padua. Padua, Padua Intermediate, Puget Merger Sub Inc. (f/k/a Padua Merger Sub Inc.), a Washington corporation and wholly owned subsidiary of Padua Intermediate (“Merger Sub”), and Puget Energy, Inc., a Washington corporation (“Puget”), have entered into an Agreement and Plan of Merger, dated as of October 25, 2007 (the “Merger Agreement”). The transactions contemplated by the Merger Agreement were consummated on February 6, 2009, pursuant to which Puget Equico acquired all of the outstanding common stock of Puget as described in Item 4 of this Schedule 13D. PIP2GV expressly disclaims beneficial ownership of any of the shares of common stock in Puget that may be beneficially owned by the Other Padua Investors, Padua, Padua Intermediate and Puget Equico and expressly declares that the filing of this Schedule 13D shall not be construed as an admission that PIP2GV is, for purposes of Section 13(d) and (e) of the Exchange Act, the beneficial owner of the shares of common stock of Puget that may be beneficially owned by the Other Padua Investors, Padua, Padua Intermediate and Puget Equico.
** PIP2GV (Pad) Ltd. is an Alberta, Canada corporation.

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This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) relating to Puget Energy, Inc., a Washington corporation ( “Puget”), is being filed on behalf of the undersigned to amend the Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on December 13, 2007 and as amended by Amendment No. 1 to Schedule 13D dated October 2, 2008 (as amended, the “Schedule 13D”). The Schedule 13D is filed with respect to the shares of common stock, $0.01 par value per share (the “Common Stock”), of Puget. Capitalized terms used and not defined herein have the same meaning as in the Schedule 13D. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D.
This Amendment No. 2 is being filed to report that, among other things, as a result of the closing of the transactions contemplated by the Merger Agreement described in Item 4 of this Schedule 13D below, Padua and its subsidiaries now own all of the outstanding common stock of Puget.
Item 2. Identity and Background
The information in Item 2 is hereby amended and restated as follows:
“This Schedule 13D is being filed jointly by Puget Holdings LLC (f/k/a Padua Holdings LLC), a Delaware limited liability company (“Padua”), Puget Intermediate Holdings Inc. (f/k/a Padua Intermediate Holdings Inc.), a Washington corporation and wholly owned subsidiary of Padua (“Padua Intermediate”), Puget Equico LLC, a Washington limited liability company and wholly owned subsidiary of Padua Intermediate (“Puget Equico”), MIP Padua Holdings, GP, a Delaware general partnership (“MIP”), MIP II Washington Holdings, L.P., a Delaware limited partnership (“MIP II”), Macquarie-FSS Infrastructure Trust, an Australian trust (“MFIT”), Padua MG Holdings LLC, a Delaware limited liability company (“PMGH”), CPP Investment Board (USRE II) Inc., a Canadian corporation (“CPP”), 6860141 Canada Inc. as trustee for Padua Investment Trust, a trust governed by the laws of British Columbia (“PIT”), PIP2PX (Pad) Ltd., an Alberta corporation (“PIP2PX”), and PIP2GV (Pad) Ltd., an Alberta corporation (“PIP2GV” and collectively with MIP, MIP II, MFIT, PMGH, CPP, PIT and PIP2PX, the “Padua Investors”). Padua, Padua Intermediate, Puget Equico and the Padua Investors are collectively referred to herein as the “Reporting Persons”.
Padua’s principal business is the acquisition and holding of investments in Puget pursuant to the transactions described in Item 4 below. The Padua Investors are the direct or indirect owners of Padua. MIP owns 31,290.3689 Class A limited liability company interests of Padua which represents 31.8225% of Padua’s outstanding Class A limited liability interests, MIP II owns 9,734.4898 Class A limited liability company interests of Padua which represents 9.9% of Padua’s outstanding Class A limited liability interests, MFIT owns 3,660.9732 Class A limited liability company interests of Padua which represents 3.7232% of Padua’s outstanding Class A limited liability interests, PMGH owns 5,910.6947 Class A limited liability company interests of Padua which represents 6.0112% of Padua’s outstanding Class A limited liability interests, CPP owns 27,670.3430 Class A

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limited liability company interests of Padua which represents 28.1409% of Padua’s outstanding Class A limited liability interests, PIT owns 13,835.1715 Class A limited liability company interests of Padua which represents 14.0704% of Padua’s outstanding Class A limited liability interests, PIP2PX owns 3,860.0129 Class A limited liability company interests of Padua which represents 3.9257% of Padua’s outstanding Class A limited liability interests and PIP2GV owns 2,365.8144 Class A limited liability company interests of Padua which represents 2.4060% of Padua’s outstanding Class A limited liability interests. The address of the principal office of Padua is 125 West 55th Street, Level 22, New York, NY 10019. Padua is governed by a Board of Managers. The Padua name, business address, present principal employment and citizenship of each Manager and each officer of Padua is set forth in Schedule I attached hereto, which is incorporated herein by reference.
Padua Intermediate’s principal business is the acquisition and holding of investments in Puget pursuant to the transactions described in Item 4 below. Padua Intermediate is a wholly owned subsidiary of Padua. The address of the principal office of Padua Intermediate is PSE Building, 10885 NE 4th Street, Bellevue, WA 98009. Padua Intermediate is governed by a Board of Directors. The name, business address, present principal employment and citizenship of each Director and each officer of Padua Intermediate is set forth in Schedule II attached hereto, which is incorporated herein by reference.
Puget Equico’s principal business is the acquisition and holding of investments in Puget pursuant to the transactions described in Item 4 below. Puget Equico is a wholly owned subsidiary of Padua Intermediate. The address of the principal office of Puget Equico is PSE Building, 10885 NE 4th Street, Bellevue, WA 98009. Puget Equico is governed by a Board of Managers. The name, business address, present principal employment and citizenship of each Manager and each officer of Puget Equico is set forth in Schedule III attached hereto, which is incorporated herein by reference.
MIP’s principal business is the acquisition and holding of investments in Puget pursuant to the transactions described in Item 4 below. The address of the principal office of MIP is 125 West 55th Street, Level 22, New York, NY 10019. The partners of MIP are MIP Washington Holdings, L.P. (“MIP Washington”), a Delaware limited partnership, and MIP Washington Holdings GP LLC (“MIP Washington GP”), a Delaware limited liability company and the General Partner of MIP Washington. MIP Washington GP’s principal place of business is 125 West 55th Street, Level 22, New York, NY 10019. MIP Washington GP’s principal business is to act as general partner of MIP Washington and the acquisition and holding of investments in Puget. The name, business address, present principal employment and citizenship of each manager and executive officer of MIP Washington GP is set forth in Schedule IV attached hereto, which is incorporated herein by reference.

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MFIT’s principal business is infrastructure investment. The address of the principal office of MFIT is Level 11, 1 Martin Place, Sydney, Australia NSW 2000. The trustee and manager of MFIT is Macquarie Specialised Asset Management (“MSAM”). The name, jurisdiction of organization or citizenship (as applicable), principal business or employment and principal office or business address of MSAM is set forth in Schedule V attached hereto, which is incorporated herein by reference.
PMGH’s principal business is holding of investments in Puget and Padua. The sole shareholder of PMGH is Macquarie Holdings (U.S.A.) Inc., a Delaware corporation (“MHUSA”). MHUSA is wholly owned by Macquarie Equities (US) Holdings Pty Limited, an Australian corporation (“MEUSHPL”), which is wholly owned by Macquarie Group (US) Holdings No.1 Pty Limited, an Australian corporation (“MGUSHNPL”), which is wholly owned by Macquarie Capital International Holdings Pty Ltd, an Australian corporation (“MCIHPL”), which is wholly owned by Macquarie Capital Group Limited, an Australian Corporation (“MCGL”), which is wholly owned by Macquarie Financial Holdings Limited, an Australian corporation (“MFHL”), which is wholly owned by Macquarie Group Limited, an Australian corporation (“MGL”). The address of the principal office of PMGH and MHUSA is 125 West 55th Street, Level 22, New York, NY 10019. The address of the principal offices of each of MEUSHPL, MGUSHNPL, MCIHPL, MCGL, MFHL and MGL is No. 1 Martin Place, Sydney, NSW 2000 Australia. The name, jurisdiction of organization or citizenship (as applicable), principal business or employment and principal office or business address of each executive officer and director of PMGH and each executive officer and director of such persons ultimately controlling PMGH is set forth in Schedule VI attached hereto, which is incorporated herein by reference.
CPP’s principal business is as an investment holding corporation. The address of the principal office of CPP is One Queen Street East, Suite 2600, P.O. Box 101, Toronto, Ontario, Canada M5C 2W5. The name, jurisdiction of organization or citizenship (as applicable), principal business or employment and principal office or business address of each executive officer and director of CPP, each person controlling CPP and each executive officer and director of such person ultimately controlling CPP is set forth in Schedule VII attached hereto, which is incorporated herein by reference.
PIT’s principal business is to acquire, hold, administer and dispose of the investment in Puget. The address of the principal office of PIT is c/o its Trustee 6860141 Canada Inc., British Columbia Investment Management Corporation, Sawmill Point, Suite 301-2940 Jutland Road, Victoria, British Columbia, Canada V8T 5K6. The Trustee of PIT is 6860141 Canada Inc. The name, jurisdiction of organization or citizenship (as applicable), principal business or employment and principal office or business address of 6860141 Canada Inc. and each officer or director of 6860141 Canada Inc., each person controlling 6860141 Canada Inc. and each executive officer and director of such person ultimately controlling

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6860141 Canada Inc. is set forth in Schedule VIII attached hereto, which is incorporated herein by reference.
PIP2PX’s principal business is as an investment holding corporation. The address of the principal office of PIP2PX is 340 Terrace Building, 9515-107 Street, Edmonton, Alberta, Canada T5K 2C3. The name, jurisdiction of organization or citizenship (as applicable), principal business or employment and principal office or business address of each director and the 100% shareholder of PIP2PX are set forth in Schedule IX attached hereto, which is incorporated herein by reference.
PIP2GV’s principal business is as an investment holding corporation. The address of the principal office of PIP2GV is 340 Terrace Building, 9515-107 Street, Edmonton, Alberta, Canada T5K 2C3. The name, jurisdiction of organization or citizenship (as applicable), principal business or employment and principal office or business address of each director and the 100% shareholder of PIP2GV are set forth in Schedule X attached hereto, which is incorporated herein by reference.
MIP II’s principal business is the acquisition and holding of investments in Puget pursuant to the transactions described in Item 4 below. The address of the principal office of MIP II is 125 West 55th Street, Level 22, New York, NY 10019. The General Partner of MIP II is MIP II Washington Holdings GP LLC (“MIP II Washington GP”), a Delaware limited liability company. The Managing Member of MIP II Washington GP is Macquarie Infrastructure Partners II AIV, L.P., a Delaware limited partnership (“MIP II AIV”). The General Partner of MIP II AIV is Macquarie Infrastructure Partners II GP LLC (“MIP II GP”), a Delaware limited liability company whose principal office is at 125 West 55th Street, Level 22, New York, NY 10019. MIP II GP’s principal business is to act as general partner of MIP II AIV and certain other partnerships. The name, business address, present principal employment and citizenship of each manager and executive officer of MIP II GP is set forth in Schedule XI attached hereto, which is incorporated herein by reference.
During the last five years, neither the Reporting Persons, nor, to the knowledge of the Reporting Persons, any person listed on Schedules I-XI attached hereto, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.”
Item 3. Source and Amount of Funds or Other Consideration.
The information in Item 3 is hereby amended and supplemented as follows:
“The amount of consideration used by Padua and its subsidiaries to complete the Merger was approximately $5.004 billion. Of this amount, approximately $3.421

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billion was provided to Padua and its subsidiaries by the Padua Investors, approximately $1.483 billion was obtained under that certain Credit Agreement, dated May 16, 2008, by and between Padua Merger Sub Inc. (later renamed Puget Merger Sub Inc.) and Barclays Bank PLC as Facility Agent, the Bank of Nova Scotia and the Royal Bank of Scotland PLC as Co-Documentation Agents and the lenders party thereto, and approximately $100 million (which includes the issuance of a $30 million letter of credit under the energy hedging revolving loan facility) was obtained under that certain Credit Agreement dated February 6, 2009, by and between Puget Sound Energy, Inc. and Barclays Bank PLC as Facility Agent, the lenders party thereto, the issuing banks party thereto, Dresdner Bank AG New York Branch as Syndication Agent, Bayerische Landesbank, New York Branch, Caixa Geral De Depositos, New York Branch and Export Development Canada as Co-Documentation Agents, and Barclays Capital, the investment banking division of Barclays Bank PLC and Dresdner Bank AG New York Branch as Joint Mandated Lead Arrangers and Joint Bookrunners. Further details relating to the sources and amounts of funds can be found in the 8-K filed by Puget with the Commission on February 12, 2009 (incorporated herein by reference).”
Item 4. Purpose of the Transaction
The information in Item 4 is hereby amended and supplemented by adding the following after the last paragraph thereto:
“Upon the terms of the Merger Agreement and the completion or waiver of the various conditions to closing set forth therein, Merger Sub merged with and into Puget on February 6, 2009, with Puget continuing as the surviving corporation and as a direct wholly owned subsidiary of Puget Equico and an indirect wholly owned subsidiary of Padua. As of the Effective Time of the Merger, each share of Common Stock issued and outstanding immediately prior to the Effective Time (excluding any shares of Common Stock owned by Padua and subsidiaries of Padua or Puget and any shares of Common Stock in respect of which dissenter’s rights were perfected) was converted automatically into the right to receive $30.00 in cash, without interest. On February 6, 2009 Puget issued a related press release. A copy of the press release is being filed herewith as Exhibit 99.1.
In connection with the Merger and pursuant to the Commitment Letter and the transactions contemplated therein, each of the Padua Investors (other than PMGH and MIP II) contributed all of their shares in Puget to Padua and Padua in turn contributed those shares to Padua Intermediate who then contributed them to Puget Equico. MAFL did not contribute the shares of Capital Stock it received on October 2, 2008 in connection with the Merger and instead transferred its shares to Macquarie Caymans Holdings 2 Co. (“MCH2”). MCH2 remitted its shares in exchange for $30.00 in cash.
As a result of the Merger, 100% of the shares of Common Stock are held by Puget Equico and the trading of the Common Stock was suspended as of the close of business on February 6, 2009. On February 9, 2009, the New York Stock Exchange filed with the Securities and Exchange Commission an application on Form 25 to delist and deregister the Common Stock.

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In connection with the consummation of the Merger, the directors of Merger Sub as of immediately prior to the Effective Time became the directors of Puget as of the Effective Time and there have been amendments to Puget’s Articles of Incorporation and Bylaws. Such changes are described in further detail in the 8-K filed by Puget with the Commission on February 12, 2009.
Padua may change in the future Puget’s business and corporate structure and may sell, transfer or otherwise dispose of all or some of Puget’s assets and/or Common Stock. With the consent of Puget Equico, Puget has redeemed all of its issued and outstanding shares and reissued 200 shares of Common Stock, all of which are directly owned by Puget Equico.”
Item 5. Interest in Securities of the Issuer
The information in Item 5(a) is hereby amended and restated as follows:
“(a) as of February 6, 2009, as a result of the matters described in Item 4:
  o   Puget Equico holds of record 200 shares of Common Stock, over all of which shares Puget Equico has dispositive power and voting power. Such shares of Common Stock constitute 100% of the outstanding shares of the Common Stock.
As a result of the matters described in Item 4 above, the Reporting Persons may be deemed to be a “group”, within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, each of the Reporting Persons may be deemed to beneficially own the 200 shares of Common Stock that are owned by Puget Equico. Such shares of Common Stock constitute 100.0% of the issued and outstanding shares of Common Stock. Under Section 13(d)(3) of the Exchange Act and based on the number of shares outstanding, the Reporting Persons may be deemed to have shared power to vote and shared power to dispose of such shares of Common Stock that may be beneficially owned by Puget Equico. However, (i) no Reporting Person is entitled to any rights as a shareholder of Puget as to those shares of Common Stock not owned by such Reporting Person and (ii) each of the Reporting Persons expressly disclaims any beneficial ownership of such shares of Common Stock other than those shares held directly by such Reporting Person, as reported above.
As a result of the Merger and the other matters described in Item 4 above, MAFL no longer holds any shares of Common Stock and therefore after the filing of this Amendment No. 2 will cease to be a Reporting Person.”

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The information in Item 5(c) is hereby amended and restated as follows:
“(c) The description set forth in Item 4 above is incorporated by reference in its entirety into this Item 5(c). Other than in connection with the Stock Purchase Agreement, the Commitment Letter and the Merger, the Reporting Persons and the persons listed on Schedules I-XI attached hereto have not effected any transactions in the Common Stock in the past sixty days.”
Item 7. Material to be Filed as Exhibits
     The information in Item 7 is hereby amended and supplemented by adding the following thereto:
     
Exhibit   Description
1
  Joint Filing Agreement, dated as of February 13, 2009, by and among the Reporting Persons.
 
   
99.1
  Press Release

19


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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct
Dated: February 13, 2009.
         
PUGET EQUICO LLC    
         
By:
  /s/ Christopher Leslie    
Name:
 
 
Christopher Leslie
   
Title:
  Manager    
         
By:
  /s/ Mark Wong    
Name:
 
 
Mark Wong
   
Title:
  Manager    
         
PUGET INTERMEDIATE HOLDINGS INC. (f/k/a PADUA INTERMEDIATE HOLDINGS INC.)
         
By:
  /s/ Christopher Leslie    
Name:
 
 
Christopher Leslie
   
Title:
  Director    
         
By:
  /s/ Mark Wong    
Name:
 
 
Mark Wong
   
Title:
  Director    
         
PUGET HOLDINGS LLC (f/k/a PADUA HOLDINGS LLC)
         
By:
  /s/ Christopher Leslie    
Name:
 
 
Christopher Leslie
   
Title:
  Manager    
         
By:
  /s/ Mark Wong    
Name:
  Mark Wong    
Title:
  Manager    
         

 


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MIP PADUA HOLDINGS, GP    
 
       
By:
  /s/ Christopher Leslie    
Name:
 
Christopher Leslie
   
Title:
  Authorized Person    
 
       
By:
  /s/ Mark Wong    
Name:
 
Mark Wong
   
Title:
  Authorized Person    
 
       
MIP II WASHINGTON HOLDINGS, L.P.
   
by its General Partner    
 
       
MIP II WASHINGTON HOLDINGS GP LLC    
 
       
By:
  /s/ Mark Wong    
Name:
 
Mark Wong
   
Title:
  Treasurer    
 
       
By:
  /s/ Robert Lawsky    
Name:
 
Robert Lawsky
   
Title:
  Secretary    
 
       
MACQUARIE-FSS INFRASTRUCTURE TRUST    
 
       
By:
  MACQUARIE SPECIALISED ASSET MANAGEMENT LIMITED,
 
  in its capacity as trustee and manager of    
 
  MACQUARIE-FSS INFRASTRUCTURE TRUST    
 
By:
  /s/ David Luboff    
Name:
 
David Luboff
   
Title:
  Attorney    
 
       
PADUA MG HOLDINGS LLC    
 
       
By:
  /s/ Alan James    
Name:
 
Alan James
   
Title:
  Manager    
 
       
By:
  /s/ Robinson Kupchak    
Name:
 
Robinson Kupchak
   
Title:
  Manager    
 
       

 


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CPP INVESTMENT BOARD (USRE II) INC.    
 
       
By:
  /s/ Mark Wiseman    
 
       
Name:
  Mark Wiseman    
Title:
  Authorized Signatory    
 
       
By:
  /s/ John Breen    
 
       
Name:
  John Breen    
Title:
  Authorized Signatory    
 
       
6860141 CANADA INC. as Trustee of PADUA INVESTMENT TRUST    
 
       
By:
  /s/ Lincoln Webb    
 
       
Name:
  Lincoln Webb    
Title:
  President    
 
       
PIP2PX (PAD) LTD.    
 
       
By:
  /s/ William McKenzie    
 
       
Name:
  William McKenzie    
Title:
  Director    
 
       
PIP2GV (PAD) LTD.    
 
       
By:
  /s/ William McKenzie    
 
       
Name:
  William McKenzie    
Title:
  Director    

 


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Schedules I-XI are hereby amended and restated as follows:
Schedule I
The name, business address, present principal employment and citizenship of each Manager of Padua is set forth below.
             
        Present Principal    
    Principal Office or   Business or   Jurisdiction of
Name   Business Address   Employment   Organization/Citizenship
Christopher Leslie –
  MIP Padua Holdings,   Macquarie Capital   Great Britain / Australia
Manager
  GP
125 West 55th Street,
  Funds, Inc.    
    Level 22        
    New York, NY 10019        
             
Andrew Chapman –
  125 West 55th Street,   Macquarie Capital   United States of America
Manager
  Level 22   Funds Inc.    
    New York, NY 10019        
             
Mark Wong –
  MIP Padua Holdings,   Macquarie Capital   Australia
Manager
  GP   Funds, Inc.    
    125 West 55th Street,        
    Level 22        
    New York, NY 10019        
             
Alan James – Manager
  125 West 55th Street,   Senior Managing   Australia
    Level 22   Director, Macquarie    
    New York, NY 10019   Holdings (U.S.A.) Inc.    
             
Rob Kupchak –
  125 West 55th Street,   Division Director,   United States of America
Alternate Manager
  Level 22   Macquarie Holdings    
    New York, NY 10019   (U.S.A.) Inc.    
             
Graeme Bevans –
  CPP Investment Board   Vice President and   Australia
Manager
  (USRE II) Inc.   Head of Infrastructure    
    One Queen Street East,   Investments of Canada    
    Suite 2600   Pension Plan    
    P.O. Box 101   Investment Board    
    Toronto, Ontario        
    Canada M5C 2W5        

 


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        Present Principal    
    Principal Office or   Business or   Jurisdiction of
Name   Business Address   Employment   Organization/Citizenship
Alan Kadic – Manager
  CPP Investment Board   Senior Principal of   Canada
 
  (USRE II) Inc.   Canada Pension Plan    
 
  One Queen Street East,   Investment Board    
 
  Suite 2600        
 
  P.O. Box 101        
 
  Toronto, Ontario        
 
  Canada M5C 2W5        
 
           
Lincoln Webb –
  Padua Investment Trust   British Columbia   Canada
Manager
  c/o 6860141 CANADA   Investment    
 
  INC.   Management    
 
  Sawmill Point, Suite 301   Corporation    
 
  -2940 Jutland Road   Vice President -    
 
  Victoria, British   Private Placements    
 
  Columbia        
 
  Canada V8T 5K6        
 
           
Richard Dinneny –
  Padua Investment Trust   Portfolio Manager for   Canada
Alternate Manager
  c/o 6860141 CANADA INC.   Direct Investments at    
 
  Sawmill Point, Suite 301   British Columbia    
 
  -2940 Jutland Road   Investment    
 
  Victoria, British   Management    
 
  Columbia   Corporation    
 
  Canada V8T 5K6        
 
           
William McKenzie –
  PIP2PX (Pad) Ltd. and   Head, Infrastructure   Canada
Manager
  PIP2GV (Pad) Ltd.   and Timber    
 
  340 Terrace Building   Investments, Alberta    
 
  9515-107 Street   Investment    
 
  Edmonton, Alberta   Management    
 
  Canada T5K 2C3   Corporation    
 
           
Benjamin Hawkins –
  PIP2PX (Pad) Ltd. and   Principal,   Canada
Alternate Manager
  PIP2GV (Pad) Ltd.   Infrastructure    
 
  340 Terrace Building   Investments, Alberta    
 
  9515-107 Street   Investment    
 
  Edmonton, Alberta   Management    
 
  Canada T5K 2C3   Corporation    
 
           
William Ayer –
  C/o Alaska Airlines   Chairman and Chief   United States of America
Manager
  P.O. Box 68900   Executive Officer of    
 
  Seattle, WA 98168   Alaska Airlines and    
 
      Alaska Air Group    
 
Stephen Reynolds –
Manager and Chief
Executive Officer
  PSE
Building, 10885 NE 4th
Street
Bellevue, WA 98009
  Chief Executive
Officer of Puget
Energy, Inc.
  United States of America

 


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        Present Principal    
    Principal Office or   Business or   Jurisdiction of
Name   Business Address   Employment   Organization/Citizenship
Eric Markell – Chief
Financial Officer
  PSE
Building, 10885 NE 4th
Street
Bellevue, WA 98009
  Chief Financial Officer
of Puget Energy, Inc.
  United States of America
 
           
Jennifer O’Connor –
Corporate Secretary
  PSE
Building, 10885 NE 4th
Street
Bellevue, WA 98009
  Corporate Secretary of
Puget Energy, Inc.
  United States of America

 


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Schedule II
The name, business address, present principal employment and citizenship of each director and officer of Padua Intermediate is set forth below.
             
        Present Principal    
    Principal Office or   Business or   Jurisdiction of
Name   Business Address   Employment   Organization/Citizenship
Christopher Leslie –
  MIP Padua Holdings,   Macquarie Capital   Great Britain / Australia
Director
  GP   Funds, Inc.    
 
  125 West 55th Street,        
 
  Level 22        
 
  New York, NY 10019        
 
           
Andrew Chapman –
  125 West 55th Street,   Macquarie Capital   United States of America
Director
  Level 22   Funds Inc.    
 
  New York, NY 10019        
 
           
Mark Wong –Director
  MIP Padua Holdings,   Macquarie Capital   Australia
 
  GP   Funds, Inc.    
 
  125 West 55th Street,        
 
  Level 22        
 
  New York, NY 10019        
 
           
Alan James – Director
  125 West 55th Street,   Senior Managing   Australia
 
  Level 22   Director, Macquarie    
 
  New York, NY 10019   Holdings (U.S.A.) Inc.    
 
           
Graeme Bevans –
  CPP Investment Board   Vice President and   Australia
Director
  (USRE II) Inc.   Head of Infrastructure    
 
  One Queen Street East,   Investments of Canada    
 
  Suite 2600   Pension Plan    
 
  P.O. Box 101   Investment Board    
 
  Toronto, Ontario        
 
  Canada M5C 2W5        
 
           
Alan Kadic – Director
  CPP Investment Board   Senior Principal of   Canada
 
  (USRE II) Inc.   Canada Pension Plan    
 
  One Queen Street East,   Investment Board    
 
  Suite 2600        
 
  P.O. Box 101        
 
  Toronto, Ontario        
 
  Canada M5C 2W5        
 
           

 


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        Present Principal    
    Principal Office or   Business or   Jurisdiction of
Name   Business Address   Employment   Organization/Citizenship
Lincoln Webb –
  Padua Investment Trust   British Columbia   Canada
Director
  c/o 6860141 CANADA   Investment    
 
  INC.   Management    
 
  Sawmill Point, Suite   Corporation    
 
  301 -2940 Jutland Road   Vice President -    
 
  Victoria, British   Private Placements    
 
  Columbia        
 
  Canada V8T 5K6        
 
           
William McKenzie –
  PIP2PX (Pad) Ltd. and   Head, Infrastructure   Canada
Director
  PIP2GV (Pad) Ltd.   and Timber    
 
  340 Terrace Building   Investments, Alberta    
 
  9515-107 Street   Investment    
 
  Edmonton, Alberta   Management    
 
  Canada T5K 2C3   Corporation    
 
           
William Ayer –
  C/o Alaska Airlines   Chairman and Chief   United States of America
Director
  P.O. Box 68900   Executive Officer of    
 
  Seattle, WA 98168   Alaska Airlines and    
 
      Alaska Air Group    
 
           
Stephen Reynolds –
  PSE   Chief Executive   United States of America
Director and Chief
Executive Officer
  Building, 10885 NE 4th
Street
  Officer of Puget
Energy, Inc.
   
  Bellevue, WA 98009        
 
           
Eric Markell – Chief
Financial Officer
  PSE
Building, 10885 NE 4th
  Chief Financial Officer
of Puget Energy, Inc.
  United States of America
  Street        
 
  Bellevue, WA 98009        
 
           
Jennifer O’Connor –
Corporate Secretary
  PSE
Building, 10885 NE 4th
  Corporate Secretary of
Puget Energy, Inc.
  United States of America
  Street        
 
  Bellevue, WA 98009        
 
           

 


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Schedule III
The name, business address, present principal employment and citizenship of each director and officer of Puget Equico is set forth below.
             
        Present Principal    
    Principal Office or   Business or   Jurisdiction of
Name   Business Address   Employment   Organization/Citizenship
Christopher Leslie –
  MIP Padua Holdings,   Macquarie Capital   Great Britain / Australia
Manager
  GP   Funds, Inc.    
 
  125 West 55th Street,        
 
  Level 22        
 
  New York, NY 10019        
 
           
Andrew Chapman –
  125 West 55th Street,   Macquarie Capital   United States of America
Manager
  Level 22   Funds Inc.    
 
  New York, NY 10019        
 
           
Mark Wong – Manager
  MIP Padua Holdings,   Macquarie Capital   Australia
 
  GP   Funds, Inc.    
 
  125 West 55th Street,        
 
  Level 22        
 
  New York, NY 10019        
 
           
Alan James – Manager
  125 West 55th Street,   Senior Managing   Australia
 
  Level 22   Director, Macquarie    
 
  New York, NY 10019   Holdings (U.S.A.) Inc.    
 
           
Rob Kupchak –
Alternate Manager
  125 West 55th Street,
Level 22
  Division Director,
Macquarie Holdings
  United States of America
 
  New York, NY 10019   (U.S.A.) Inc.    
 
           
Graeme Bevans –
  CPP Investment Board   Vice President and   Australia
Manager
  (USRE II) Inc.   Head of Infrastructure    
 
  One Queen Street East,   Investments of Canada    
 
  Suite 2600   Pension Plan    
 
  P.O. Box 101   Investment Board    
 
  Toronto, Ontario        
 
  Canada M5C 2W5        

 


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        Present Principal    
    Principal Office or   Business or   Jurisdiction of
Name   Business Address   Employment   Organization/Citizenship
Alan Kadic – Manager
  CPP Investment Board   Senior Principal of   Canada
 
  (USRE II) Inc.   Canada Pension Plan    
 
  One Queen Street East,   Investment Board    
 
  Suite 2600        
 
  P.O. Box 101        
 
  Toronto, Ontario        
 
  Canada M5C 2W5        
 
           
Lincoln Webb –
  Padua Investment Trust   British Columbia   Canada
Manager
  c/o 6860141 CANADA   Investment    
 
  INC.   Management    
 
  Sawmill Point, Suite   Corporation    
 
  301 -2940 Jutland Road   Vice President -    
 
  Victoria, British   Private Placements    
 
  Columbia        
 
  Canada V8T 5K6        
 
           
Richard Dinneny –
  Padua Investment Trust   Portfolio Manager for   Canada
Alternate Manager
  c/o 6860141 CANADA   Direct Investments at    
 
  INC.   British Columbia    
 
  Sawmill Point, Suite   Investment    
 
  301 -2940 Jutland Road   Management    
 
  Victoria, British   Corporation    
 
  Columbia        
 
  Canada V8T 5K6        
 
           
William McKenzie –
  PIP2PX (Pad) Ltd. and   Head, Infrastructure   Canada
Manager
  PIP2GV (Pad) Ltd.   and Timber    
 
  340 Terrace Building   Investments, Alberta    
 
  9515-107 Street   Investment    
 
  Edmonton, Alberta   Management    
 
  Canada T5K 2C3   Corporation    
 
           
Benjamin Hawkins –
  PIP2PX (Pad) Ltd. and   Principal,   Canada
Alternate Manager
  PIP2GV (Pad) Ltd.   Infrastructure    
 
  340 Terrace Building   Investments, Alberta    
 
  9515-107 Street   Investment    
 
  Edmonton, Alberta   Management    
 
  Canada T5K 2C3   Corporation    
 
           
William Ayer –
  C/o Alaska Airlines   Chairman and Chief   United States of America
Manager
  P.O. Box 68900   Executive Officer of    
 
  Seattle, WA 98168   Alaska Airlines and    
 
      Alaska Air Group    
 
           
Stephen Reynolds –
Manager and Chief
  PSE
Building, 10885 NE 4th
  Chief Executive
Officer of Puget
  United States of America
Executive Officer
  Street   Energy, Inc.    
 
  Bellevue, WA 98009        
 
           

 


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        Present Principal    
    Principal Office or   Business or   Jurisdiction of
Name   Business Address   Employment   Organization/Citizenship
Eric Markell – Chief
  PSE   Chief Financial Officer   United States of America
Financial Officer
  Building, 10885 NE 4th
Street
  of Puget Energy, Inc.    
  Bellevue, WA 98009      
 
           
Jennifer O’Connor –
  PSE   Corporate Secretary of   United States of America
Corporate Secretary
  Building, 10885 NE 4th
Street
  Puget Energy, Inc.    
 
  Bellevue, WA 98009        
 
           

 


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Schedule IV
The name, business address, present principal employment and citizenship, of each manager and executive officer of MIP Washington GP is set forth below.
             
        Present Principal    
    Principal Office or   Business or   Jurisdiction of
Name   Business Address   Employment   Organization/Citizenship
Christopher Leslie –
  125 West 55th Street,   Macquarie Capital   Great Britain /Australia
President and
  Level 22   Funds Inc.    
Manager
  New York, NY 10019        
 
           
Mark Wong –
  125 West 55th Street,   Macquarie Capital   Australia
Treasurer and
  Level 22   Funds Inc.    
Manager
  New York, NY 10019        
 
           
Andrew Chapman –
  125 West 55th Street,   Macquarie Capital   United States of America
Vice President and
  Level 22   Funds Inc.    
Manager
  New York, NY 10019        
 
           
Robert Lawsky –
  125 West 55th Street,   Macquarie Capital   United States of America
Secretary
  Level 22   Funds Inc.    
 
  New York, NY 10019        
 
           

 


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Schedule V
The name, business address, present principal business and jurisdiction of organization of the trustee and manager of MFIT is set forth below.
             
        Present Principal    
    Principal Office or   Business or   Jurisdiction of
Name   Business Address   Employment   Organization/Citizenship
Macquarie
  L11   Infrastructure   Australia
Specialised Asset
  No 1 Martin Place   Investment    
Management (as
  Sydney        
trustee and manager
  NSW        
of Macquarie-FSS
   2000        
Infrastructure Trust)
  Australia        

 


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Schedule VI
The name, business address, present principal employment and citizenship of each executive officer and director of PMGH and each executive officer and director of such person ultimately controlling PMGH is set forth below.
Padua MG Holdings LLC
             
    Principal Office or   Present Principal   Jurisdiction of
Name   Business Address   Business or Employment   Organization/Citizenship
Alan James –
Manager and
President
  125 West 55th Street,
22nd Floor, New
York, NY 10019
  Senior Managing Director,
Macquarie Holdings (U.S.A.)
Inc.
  Australia
 
           
Timothy Bishop –
Manager
  125 West 55th Street,
22nd Floor, New
York, NY 10019
  Executive Director; Office Head –
US, Macquarie Holdings
(U.S.A.) Inc.
  Australia
 
           
Robinson Kupchak
– Manager
  125 West 55th Street,
22nd Floor, New
York, NY 10019
  Division Director,
Macquarie Holdings (U.S.A.)
Inc.
  United States of America
 
           
Kathleen Hahn –
Treasurer
  125 West 55th Street,
22nd Floor, New
York, NY 10019
  Division Director; Head of
Corporate Affairs Group (US),
Macquarie Holdings (U.S.A.) Inc.
  Australia
 
           
Christine Rivera –
Secretary
  125 West 55th Street,
22nd Floor, New
York, NY 10019
  Senior Manager, Macquarie
Holdings (U.S.A.) Inc.
  United States of America
 
Macquarie Holdings (U.S.A.) Inc.
 
    Principal Office or   Present Principal   Jurisdiction of
Name   Business Address   Business or Employment   Organization/Citizenship
Timothy Bishop –
Director and President
  125 West 55th Street,
22nd Floor, New
York, NY 10019
  Executive Director; Office Head –
US, Macquarie Holdings
(U.S.A.) Inc.
  Australia
 
           
Luke Sullivan –
Director
  125 West 55th Street,
22nd Floor, New
York, NY 10019
  Executive Director,
Macquarie Holdings
(U.S.A.) Inc.
  Australia
 
           
Stephen Mentzines
– Director
  125 West 55th Street,
22nd Floor, New
York, NY 10019
  Executive Director,
Macquarie Holdings (U.S.A.) Inc.
  Australia
 
           
Matthew Gummer
– Director
  125 West 55th Street,
22nd Floor, New
York, NY 10019
  Executive Director,
Macquarie Holdings
(U.S.A.) Inc.
  Australia
 
           
Murray Bleach –
Chairman
  No. 1 Martin Place,
Sydney, NSW
Australia 2000
  Executive Director,
Macquarie Group Limited
  Australia
 
Kathleen Hahn –
Treasurer
  125 West 55th Street,
22nd Floor, New
York, NY 10019
  Division Director; Head of
Corporate Affairs Group (US), Macquarie Holdings
(U.S.A.) Inc.
  Australia
 
           
Christine Rivera –
Secretary
  125 West 55th Street,
22nd Floor, New
York, NY 10019
  Senior Manager,
Macquarie Holdings
(U.S.A.) Inc.
  United States of America

 


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Macquarie Equities (US) Holdings Pty Limited
             
    Principal Office or   Present Principal   Jurisdiction of
Name   Business Address   Business or Employment   Organization/Citizenship
Gregory C. Ward –
  No. 1 Martin Place,   Chief Financial Officer,   Australia
Chief Financial Officer
  Sydney, NSW
Australia 2000
  Macquarie Group Limited    
 
Roy S. Laidlaw –
  No. 1 Martin Place,   Executive Director,   Australia
Executive Director
  Sydney, NSW
Australia 2000
  Macquarie Group Limited    
 
       
 
           
Stuart J. Dyson –
  No. 1 Martin Place,   Group Financial Controller,   Australia
Financial Controller
  Sydney, NSW
Australia 2000
  Macquarie Group Limited     
 
Dennis Leong –
Company Secretary
  No. 1 Martin Place,
Sydney, NSW
Australia 2000
  Company Secretary
  Australia
 
Nigel G. Donnelly –
Company Secretary
  No. 1 Martin Place,
Sydney, NSW
Australia 2000
  Company Secretary
  Australia
Macquarie Group (US) Holdings No.1 Pty Limited
             
    Principal Office or   Present Principal   Jurisdiction of
Name   Business Address   Business or Employment   Organization/Citizenship
Gregory C. Ward –
  No. 1 Martin Place,   Chief Financial Officer,   Australia
Chief Financial
  Sydney, NSW   Macquarie Group Limited    
Officer
  Australia 2000      

 


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    Principal Office or   Present Principal   Jurisdiction of
Name   Business Address   Business or Employment   Organization/Citizenship
W. Richard
  No. 1 Martin Place,   Deputy Managing Director,   Australia
Sheppard – Deputy
  Sydney, NSW   Macquarie Group Limited    
Managing Director
  Australia 2000      
 
           
Stuart J. Dyson –
  No. 1 Martin Place,   Group Financial Controller,   Australia
Group Financial Controller
  Sydney, NSW   Macquarie Group Limited    
 
  Australia 2000        
 
           
Dennis Leong –
Company Secretary
  No. 1 Martin Place,
Sydney, NSW
Australia 2000
  Company Secretary   Australia
 
Nigel G. Donnelly –
Company Secretary
  No. 1 Martin Place,
Sydney, NSW
Australia 2000
  Company Secretary   Australia
Macquarie Capital International Holdings Pty Ltd
             
    Principal Office or   Present Principal   Jurisdiction of
Name   Business Address   Business or Employment   Organization/Citizenship
Gregory C. Ward –
  No. 1 Martin Place,   Chief Financial Officer,   Australia
Chief Financial
  Sydney, NSW   Macquarie Group Limited    
Officer
  Australia 2000        

 


Table of Contents

             
    Principal Office or   Present Principal   Jurisdiction of
Name   Business Address   Business or Employment   Organization/Citizenship
Michael Carapiet –
  No. 1 Martin Place,   Executive Director,   Australia
Executive Director
  Sydney, NSW   Macquarie Group Limited    
 
  Australia 2000        
 
           
Michael Price –
  No. 1 Martin Place,   Executive Director,   Australia
Executive Director
  Sydney, NSW   Macquarie Group Limited    
 
  Australia 2000        
 
Dennis Leong –
Company Secretary
  No. 1 Martin Place,
Sydney, NSW
Australia 2000
  Company Secretary   Australia
 
Nigel G. Donnelly –
Company Secretary
  No. 1 Martin Place,
Sydney, NSW
Australia 2000
  Company Secretary   Australia
 
Paula Walsh –
Company Secretary
  No. 1 Martin Place,
Sydney, NSW
Australia 2000
  Company Secretary   Australia
Macquarie Capital Group Limited
             
    Principal Office or   Present Principal   Jurisdiction of
Name   Business Address   Business or Employment   Organization/Citizenship
Stephen Allen –
  No. 1 Martin Place,   Executive Director,   Australia
Executive Director
  Sydney, NSW   Macquarie Group Limited    
 
  Australia 2000        
 
           
John Roberts –
  No. 1 Martin Place,   Executive Director,   New Zealand (Australian
Executive Director
  Sydney, NSW   Macquarie Group Limited   Resident)
 
  Australia 2000        
 
           
Gregory C. Ward –
  No. 1 Martin Place,   Chief Financial Officer,   Australia
Chief Financial
  Sydney, NSW   Macquarie Group Limited    
Officer
  Australia 2000      

 


Table of Contents

             
    Principal Office or   Present Principal   Jurisdiction of
Name   Business Address   Business or Employment   Organization/Citizenship
Michael Price –
  No. 1 Martin Place,   Executive Director,   Australia
Executive Director
  Sydney, NSW   Macquarie Group Limited    
 
  Australia 2000      
 
Kyra Bennett –
  No. 1 Martin Place,   Executive Director,   Australia
Executive Director
  Sydney, NSW   Macquarie Group Limited    
 
  Australia 2000      
 
Michael Carapiet –
  No. 1 Martin Place,   Executive Director,   Australia
Executive Director
  Sydney, NSW   Macquarie Group Limited    
 
  Australia 2000      
 
Dennis Leong –
  No. 1 Martin Place,   Company Secretary   Australia
Company Secretary
  Sydney, NSW        
 
  Australia 2000      
 
Nigel G. Donnelly –
  No. 1 Martin Place,   Company Secretary   Australia
Company Secretary
  Sydney, NSW        
 
  Australia 2000      
 
Paula Walsh –
  No. 1 Martin Place,   Company Secretary   Australia
Company Secretary
  Sydney, NSW        
 
  Australia 2000      
Macquarie Financial Holdings Limited
             
    Principal Office or   Present Principal   Jurisdiction of
Name   Business Address   Business or Employment   Organization/Citizenship
Mark Ferrier –
  No. 1 Martin Place,   Executive Director,   Australia
Executive Director
  Sydney, NSW   Macquarie Group Limited    
  Australia 2000      
 
         
Gregory C. Ward –
  No. 1 Martin Place,   Chief Financial Officer,   Australia
Chief Financial Officer
  Sydney, NSW   Macquarie Group Limited    
  Australia 2000      
 
         
Robert Upfold –
  No. 1 Martin Place,   Executive Director,   Australia
Executive Director
  Sydney, NSW   Macquarie Group Limited    
 
  Australia 2000      
 
         
Dennis Leong
  No. 1 Martin Place,   Company Secretary   Australia
– Company Secretary
  Sydney, NSW        
 
  Australia 2000      
 
Nigel G. Donnelly
  No. 1 Martin Place,   Company Secretary   Australia
– Company Secretary
  Sydney, NSW        
 
  Australia 2000      
 
Paula Walsh
  No. 1 Martin Place,   Company Secretary   Australia
– Company Secretary
  Sydney, NSW        
 
  Australia 2000      

 


Table of Contents

Macquarie Group Limited
                 
    Principal Office or   Present Principal   Jurisdiction of
Name   Business Address   Business or Employment   Organization/Citizenship
David S. Clarke
  No. 1 Martin Place,   Chairman, Macquarie   Australia
    Sydney, NSW   Group Limited        
    Australia 2000            
                 
Laurence G. Cox
  No. 1 Martin Place,   Director, Macquarie   Australia
    Sydney, NSW   Group Limited        
    Australia 2000            
                 
Peter M. Kirby
  No. 1 Martin Place,   Director, Macquarie   Australia
    Sydney, NSW   Group Limited        
    Australia 2000            
                 
Catherine B.
  No. 1 Martin Place,   Director, Macquarie     Australia  
Livingstone
  Sydney, NSW
Australia 2000
  Group Limited        
 
Harry K. McCann
  No. 1 Martin Place,   Director, Macquarie     Australia  
    Sydney, NSW
Australia 2000
  Group Limited        
 
Nicholas W.
  No. 1 Martin Place,   Director, Macquarie     Australia  
Moore
  Sydney, NSW
Australia 2000
  Group Limited        
 
John R. Niland
  No. 1 Martin Place,   Director, Macquarie     Australia  
    Sydney, NSW
Australia 2000
  Group Limited        
 
Helen M. Nugent
  No. 1 Martin Place,   Director, Macquarie     Australia  
    Sydney, NSW
Australia 2000
  Group Limited        
 
Peter H. Warne
  No. 1 Martin Place,   Director, Macquarie     Australia  
    Sydney, NSW
Australia 2000
  Group Limited        
 
Dennis Leong
  No. 1 Martin Place,   Company Secretary     Australia  
– Company
Secretary
  Sydney, NSW
Australia 2000
           
 
Nigel G. Donnelly
  No. 1 Martin Place,   Company Secretary     Australia  
– Company
Secretary
  Sydney, NSW
Australia 2000
           
 
Paula Walsh
  No. 1 Martin Place,   Company Secretary     Australia  
– Company
Secretary
  Sydney, NSW
Australia 2000
           

 


Table of Contents

Schedule VII
The name, business address, present principal employment and citizenship of each executive officer and director, each person controlling CPP and each executive officer and director of such person ultimately controlling CPP is set forth below.
CPP Investment Board (USRE II) Inc.*
                 
        Principal Office   Present Principal   Jurisdiction of
        or Business   Business or   Organization/
Name   Position   Address   Employment   Citizenship
David Denison
  Director and
Executive Officer
  One Queen Street
East, Suite 2600,
Toronto, ON M5C
2W5
  President and CEO of Canada Pension Plan Investment Board (“CPPIB”) and President of CPP   Canada
 
               
John Butler
  Director and
Executive Officer
  One Queen Street
East, Suite 2600,
Toronto, ON M5C
2W5
  Senior Vice President – General Counsel and Corporate Secretary of CPPIB and Secretary of CPP   Canada
 
*   All voting securities of CPP are held by CPPIB.
Canada Pension Plan Investment Board**
                 
        Principal Office   Present Principal   Jurisdiction of
        or Business   Business or   Organization/
Name   Position   Address   Employment   Citizenship
Robert Astley
  Director   c/o One Queen
Street East, Suite
2600, Toronto, ON
M5C 2W5
  Director of CPPIB and former President of Sun Life Financial Canada   Canada
 
               
Ian Bourne
  Director   Suite 605
505 - 3rd Street
S.W.
Calgary, AB T2P
3E6
  Director of CPPIB and retired Executive Vice-President and CFO of TransAlta Corporation   Canada
 
               
Robert Brooks
  Director   c/o One Queen
Street East, Suite
2600, Toronto, ON
M5C 2W5
  Director of CPPIB and former Vice Chairman of Bank of Nova Scotia   Canada
 
               
Pierre Choquette
  Director   1800 Waterfront
Centre
200 Burrard Street,
Vancouver, BC, V6C
3M1
  Director of CPPIB and current Chairman of Methanex Corporation and former president and CEO of Methanex Corporation   Canada
 
           

 


Table of Contents

                 
        Principal Office   Present Principal   Jurisdiction of
        or Business   Business or   Organization/
Name   Position   Address   Employment   Citizenship
Germaine Gibara
  Director   1470 Peel Street,
Suite 200
Montréal, Québec
H3A 1T1
  President and CEO of Avvio Management Inc.   Canada
 
               
Michael Goldberg
  Director   c/o One Queen
Street East, Suite
2600, Toronto, ON
M5C 2W5
  Director of CPPIB and former Professor Emeritus, Sauder School of Business   Canada
 
               
Peter Hendrick
  Director   c/o One Queen
Street East, Suite
2600, Toronto, ON
M5C 2W5
  Director of CPPIB and former Executive Vice-President of Investments and Chief Investment Officer of Mackenzie Financial Corporation   Canada
 
               
Nancy Hopkins
  Director   701 Broadway
Avenue
Saskatoon, SK
S7K 3L7
  Partner at McDougall Gauley LLP   Canada
 
               
Elaine McKinnon
  Director   75 Prince William
Street, Suite 400
Saint John, NB
E2L 2B2
  Director of CPPIB and COO/CFO fo Brovada Technologies Inc.   Canada
 
               
Helen Sinclair
  Director   20 Adelaide Street
East, Suite 801,
Toronto, ON
M5C 2T6
  CEO of Bankworks Trading Inc.   Canada
 
               
Ronald Smith
  Director   c/o One Queen
Street East, Suite
2600, Toronto, ON
M5C 2W5
  Director of CPPIB and former Senior Vice-President and CFO of Emera, Inc.   Canada
 
               
Murray Wallace
  Director   c/o One Queen
Street East, Suite
2600, Toronto, ON
M5C 2W5
  Chairman and CEO of Park Street Capital Corporation   Canada
 
               
David Denison
  Executive Officer   One Queen Street
East, Suite 2600,
Toronto, ON M5C
2W5
  President and CEO of CPPIB and President of CPP   Canada

 


Table of Contents

                 
        Principal Office   Present Principal   Jurisdiction of
        or Business   Business or   Organization/
Name   Position   Address   Employment   Citizenship
John Butler
  Executive Officer   One Queen Street
East, Suite 2600,
Toronto, ON M5C
2W5
  Senior Vice President – General Counsel and Corporate Secretary of CPPIB and Secretary of CPP   Canada
 
               
Ian Dale
  Executive Officer   One Queen Street
East, Suite 2600,
Toronto, ON M5C
2W5
  Senior Vice President – Communications and Stakeholder Relations of CPPIB   Canada
 
               
Graeme Eadie
  Executive Officer   One Queen Street
East, Suite 2600,
Toronto, ON M5C
2W5
  Senior Vice President – Real Estate Investments of CPPIB   Canada
 
               
John Ilkiw
  Executive Officer   One Queen Street
East, Suite 2600,
Toronto, ON M5C
2W5
  Senior Vice President – Portfolio Design and Risk Management of CPPIB   Canada
 
               
Saylor Millitz-Lee
  Executive Officer   One Queen Street
East, Suite 2600,
Toronto, ON M5C
2W5
  Senior Vice President – Human Resources of CPPIB   Canada
 
               
Donald Raymond
  Executive Officer   One Queen Street
East, Suite 2600,
Toronto, ON M5C
2W5
  Senior Vice President – Public Market Investments of CPPIB   Canada
 
               
Benita Warmbold
  Executive Officer   One Queen Street
East, Suite 2600,
Toronto, ON M5C
2W5
  Senior Vice President and Chief Operations Officer of CPPIB   Canada
 
               
Mark Wiseman
  Executive Officer   One Queen Street
East, Suite 2600,
Toronto, ON M5C
2W5
  Senior Vice President – Private Investments of CPPIB   Canada
 
               
Nick Zelenczuk
  Executive Officer   One Queen Street
East, Suite 2600,
Toronto, ON M5C
2W5
  Senior Vice President and Chief Financial Officer of CPPIB   Canada
 
**   CPPIB is a crown corporation created by the Canada Pension Plan Investment Board Act. CPPIB’s principal business is as an investment holding corporation. All voting securities of CPPIB are held by the Minister of Finance on behalf of Her Majesty the Queen in Right of Canada. CPPIB’s principal business address is One Queen Street East, Suite 2600, Toronto, ON M5C 2W5.

 


Table of Contents

Schedule VIII
The name, business address, present principal employment and citizenship of each officer or director of 6860141 Canada Inc., the Trustee of PIT, and of the sole shareholder of 6860141 Canada Inc., is set forth below.
             
        Present Principal    
    Principal Office or Business   Business or   Jurisdiction of
Name   Address   Employment   Organization/Citizenship
British Columbia Investment Management Corporation (“bcIMC”)
  Sawmill Point, Suite 301 — 2940
Jutland Road
Victoria, BC Canada  V8T 5K6
  bcIMC’s business is to act as a trust company authorized to carry on trust business and investment management services.   British Columbia.  bcIMC is an entity created by legislative act of the Government of British Columbia and exists pursuant to the Public Sector Pension Plans Act SBC, 1999 c.44 (the “PSPPA”).
 
           
Sid Fattedad –
Director
  c/o British Columbia Investment
Management Corporation
Sawmill Point, Suite 301 — 2940
Jutland Road
Victoria, BC Canada  V8T 5K6
  bcIMC — Director   Canada
 
           
Joan Axford –
Director
  c/o British Columbia Investment
Management Corporation
Sawmill Point, Suite 301 — 2940
Jutland Road
Victoria, BC Canada  V8T 5K6
  bcIMC — Director   Canada
 
           
Ron McEachern –
Director
  c/o British Columbia Investment
Management Corporation
Sawmill Point, Suite 301 — 2940
Jutland Road
Victoria, BC Canada  V8T 5K6
  bcIMC — Director   Canada
 
           
Frank Leonard –
Director
  c/o British Columbia Investment
Management Corporation
Sawmill Point, Suite 301 — 2940
Jutland Road
Victoria, BC Canada  V8T 5K6
  bcIMC — Director   Canada
 
           
John Wilson –
Director
  c/o British Columbia Investment
Management Corporation
Sawmill Point, Suite 301 — 2940
Jutland Road
Victoria, BC Canada  V8T 5K6
  bcIMC — Director   Canada
 
           
Anne Lippert –
Director
  c/o British Columbia Investment
Management Corporation
Sawmill Point, Suite 301 — 2940
Jutland Road
Victoria, BC Canada  V8T 5K6
  bcIMC — Director   Canada
 
           
Joanne McLeod –
Director
  c/o British Columbia Investment
Management Corporation
Sawmill Point, Suite 301 — 2940
Jutland Road
Victoria, BC Canada  V8T 5K6
  bcIMC — Director   Canada

 


Table of Contents

             
        Present Principal    
    Principal Office or Business   Business or   Jurisdiction of
Name   Address   Employment   Organization/Citizenship
Doug Pearce – CEO and CIO
  c/o British Columbia Investment
Management Corporation
Sawmill Point, Suite 301 — 2940
Jutland Road
Victoria, BC Canada  V8T 5K6
  bcIMC — CEO and CIO   Canada
 
           
Bryan Thomson – VP Equity Investments
  c/o British Columbia Investment
Management Corporation
Sawmill Point, Suite 301 — 2940
Jutland Road
Victoria, BC Canada  V8T 5K6
  bcIMC — VP Equity Investments   Canada
 
           
Paul Flanagan – VP Fixed Income
  c/o British Columbia Investment
Management Corporation
Sawmill Point, Suite 301 — 2940
Jutland Road
Victoria, BC Canada  V8T 5K6
  bcIMC — VP Fixed Income   Canada
 
           
Dean Atkins – VP Mortgages
  c/o British Columbia Investment
Management Corporation
Sawmill Point, Suite 301 — 2940
Jutland Road
Victoria, BC Canada  V8T 5K6
  bcIMC — VP Mortgages   Canada
 
           
Lincoln Webb – VP Private Placements
  c/o British Columbia Investment
Management Corporation
Sawmill Point, Suite 301 — 2940
Jutland Road
Victoria, BC Canada  V8T 5K6
  bcIMC — VP Private Placements   Canada
 
           
Chuck Swanson – VP Real Estate
  c/o British Columbia Investment
Management Corporation
Sawmill Point, Suite 301 — 2940
Jutland Road
Victoria, BC Canada  V8T 5K6
  bcIMC — VP Real Estate   Canada
 
           
Daryl Jones – VP Consulting and Client Services
  c/o British Columbia Investment
Management Corporation
Sawmill Point, Suite 301 — 2940
Jutland Road
Victoria, BC Canada  V8T 5K6
  bcIMC — VP Consulting and Client Services   Canada
 
           
David Woodward – VP Finance and Operations
  c/o British Columbia Investment
Management Corporation
Sawmill Point, Suite 301 — 2940
Jutland Road
Victoria, BC Canada  V8T 5K6
  bcIMC — VP Finance and Operations   Canada
 
           
Carol Iverson – VP Human Resources
  c/o British Columbia Investment
Management Corporation
Sawmill Point, Suite 301 — 2940
Jutland Road
Victoria, BC Canada  V8T 5K6
  bcIMC — VP Human Resources   Canada
 
           
Robert des Trois Maisons – VP
Legal Affairs
and General
Counsel
  c/o British Columbia Investment
Management Corporation
Sawmill Point, Suite 301 - 2940
Jutland Road
Victoria, BC Canada  V8T 5K6
  bcIMC – VP Legal Affairs and General Counsel   Canada

 


Table of Contents

             
        Present Principal    
    Principal Office or Business   Business or   Jurisdiction of
Name   Address   Employment   Organization/Citizenship
Kim Thornber — VP Trade Management and Compliance
  c/o British Columbia Investment
Management Corporation
Sawmill Point, Suite 301 — 2940
Jutland Road
Victoria, BC Canada  V8T 5K6
  bcIMC — VP Trade Management and Compliance   Canada
The name, business address, present principal employment and citizenship of each officer or director of 6860141 Canada Inc., the Trustee of PIT, is set forth below.
             
        Present Principal    
    Principal Office or Business   Business or   Jurisdiction of
Name   Address   Employment   Organization/Citizenship
Lincoln Webb Sole Director, Chair and President of 6860141 Canada Inc., Trustee of PIT
  bcIMC
Sawmill Point
3rd Floor
2940 Jutland Road
Victoria, British Columbia
V8T 5K6
Canada
  Vice President —
Private Placements
  Canada
 
           
Robert des Trois Maisons, Vice President Legal Affairs and General Counsel of 6860141 Canada Inc., Trustee of PIT
  bcIMC
Sawmill Point
3rd Floor
2940 Jutland Road
Victoria, British Columbia
V8T 5K6
Canada
  Vice President Legal Affairs and General Counsel   Canada
 
           
Rita Andreone, Assistant Secretary of 6860141 Canada Inc., Trustee of PIT
  bcIMC
Suite 1600 Cathedral Place
925 West Georgia Street
Vancouver, British Columbia
V6C 3L2
  Lawson Lundell LLP — Partner   Canada

 


Table of Contents

Schedule IX
The name, business address, present principal employment and citizenship of each director and the 100% shareholder of PIP2PX is set forth below.
             
        Present Principal    
    Principal Office or   Business or   Jurisdiction of
Name   Business Address   Employment   Organization/Citizenship
William McKenzie
  340 Terrace Building
9515-107 Street
Edmonton, Alberta
Canada T5K 2C3
  Head, Infrastructure and Timber Investments, Alberta Investment Management Corporation   Canada
 
           
Benjamin Hawkins
  340 Terrace Building
9515-107 Street
Edmonton, Alberta
Canada T5K 2C3
  Principal, Infrastructure Investments, Alberta Investment Management Corporation   Canada
 
           
Her Majesty the Queen in Right of Alberta, as represented by the Minister of Finance
  340 Terrace Building
9515-107 Street
Edmonton, Alberta
Canada T5K 2C3
  Sovereign Entity   Canada

 


Table of Contents

Schedule X
The name, business address, present principal employment and citizenship of each director and the 100% shareholder of PIP2GV is set forth below.
             
        Present Principal    
    Principal Office or   Business or   Jurisdiction of
Name   Business Address   Employment   Organization/Citizenship
William McKenzie
  340 Terrace Building
9515-107 Street
Edmonton, Alberta
Canada T5K 2C3
  Head, Infrastructure and Timber Investments, Alberta Investment Management Corporation   Canada
 
           
Benjamin Hawkins
  340 Terrace Building
9515-107 Street
Edmonton, Alberta
Canada T5K 2C3
  Principal, Infrastructure Investments, Alberta Investment Management Corporation   Canada
 
           
Her Majesty the Queen in right of Alberta, as represented by the Minister of Finance
  340 Terrace Building
9515-107 Street
Edmonton, Alberta
Canada T5K 2C3
  Sovereign Entity   Canada

 


Table of Contents

Schedule XI
The name, business address, present principal employment and citizenship, of each manager and executive officer of MIP II GP is set forth below.
             
        Present Principal    
    Principal Office or   Business or   Jurisdiction of
Name   Business Address   Employment   Organization/Citizenship
Christopher Leslie–President and Manager
  125 West 55th Street,
Level 22
New York, NY 10019
  Macquarie Capital Funds Inc.   Great Britain /Australia
 
           
Mark Wong – Treasurer and Manager
  125 West 55th Street,
Level 22
New York, NY 10019
  Macquarie Capital Funds Inc.   Australia
 
           
Stephen Mentzines – Manager
  125 West 55th Street,
Level 22
New York, NY 10019
  Macquarie Capital Funds Inc.   Australia
 
           
Christine Rivera – Secretary
  125 West 55th Street,
22nd Floor, New York,
NY 10019
  Senior Manager, Macquarie
Holdings (U.S.A.) Inc.
  United States of America
 
           
Robert Lawsky – Assistant Secretary
  125 West 55th Street,
22nd Floor, New York,
NY 10019
  Macquarie Capital Funds Inc.   United States of America