UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
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Date
of earliest event reported: March 1,
2010
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Commission
File
Number
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Exact
name of registrants as specified in their charters,
state
of organization, address of principal executive offices
and
registrants' telephone number
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IRS
Employer
Identification
Number
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333-52397
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ESI
TRACTEBEL ACQUISITION CORP.
(a
Delaware corporation)
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65-0827005
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333-52397-01
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NORTHEAST
ENERGY, LP
(a
Delaware limited partnership)
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65-0811248
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c/o
NextEra Energy Resources,
LLC
700
Universe Boulevard
Juno
Beach, Florida 33408
(561)
691-7171
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrants under any of the
following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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SECTION
5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
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(b)
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On
March 1, 2010, Reese Doggett announced his resignation as vice
president and from the Board of Directors of each of ESI Tractebel
Acquisition Corp. (Acquisition Corp.) and ESI Tractebel Funding Corp.
(Funding Corp.) and from the Management Committee of each of Northeast
Energy, LP (NE LP), Northeast Energy Associates, a limited
partnership (NEA), and North Jersey Energy Associates, a limited
partnership (NJEA), effective immediately. NE LP and Acquisition Corp
are referred to herein as "the registrants."
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(d)
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On
March 1, 2010, Stefaan Sercu, 37, was appointed vice president and elected
a director of each of the Acquisition Corp. and the Funding Corp. In
addition, he was appointed to the Management Committee of each of
NE LP, NEA and NJEA. Mr. Sercu, 37, is vice president
local portfolio management generation for GDF SUEZ Energy North America
(GSENA), a position he has held since January 2010. Prior to that, Mr.
Sercu was vice president merchant management for ERCOT and the Southeast
for GDF SUEZ Energy Marketing North America (an indirect subsidiary of
GSENA) with responsibilities for hedging strategies, dispatch control and
gas storage optimization, and served in that position from November 2008
until January 2010. From April 2006 to November 2008, Mr. Sercu was vice
president of the Middle Office, in SUEZ Energy North America (SENA) and
was responsible for evaluating risk control systems, and for updating
commodity risk exposure within SENA. From January 2006 to April 2006, Mr.
Sercu was vice president of project advisory with responsibility for
project valuations for acquisition and asset impairment for SENA. From
January 2005 to December 2005, Mr. Sercu was vice president portfolio
management for SENA, where his primary responsibility was for short term
(1 to 3 years) commodity risk management across the value chain, and an
advisor to the SENA Executive Committee on major commodity
decisions.
NE LP
is jointly owned by indirect wholly-owned subsidiaries of NextEra Energy
Resources, LLC (“NextEra Energy Resources”), which is an indirect
wholly-owned subsidiary of FPL Group, a company listed on the New York
Stock Exchange) and by indirect wholly-owned subsidiaries of GDF Suez.
NextEra Energy Resources is an indirect wholly-owned subsidiary of FPL
Group, Inc. (FPL Group), a company listed on the New York Stock Exchange.
A subsidiary of ESI Energy, LLC, which is a subsidiary of NextEra Energy
Resources, and a subsidiary of GDF Suez, are also the owners of the common
stock of the Acquisition Corp. and the Funding Corp.
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Certain
relationships and certain related party transactions between the
registrants, NEA and NJEA, on the one hand, and affiliates of SUEZ Power,
on the other hand, are described in Item 13 of the registrants' combined
Annual Report on Form 10-K for the year ended December 31,
2008.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrants have
duly caused this report to be signed on their behalf by the undersigned,
thereunto duly authorized.
NORTHEAST
ENERGY, LP
(ESI
Northeast Energy GP, Inc. as Administrative General Partner)
ESI
TRACTEBEL ACQUISITION CORP.
(Registrants)
Date: March
5, 2010
MARK
R. SORENSEN
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Mark
R. Sorensen
Vice
President and Treasurer of ESI Northeast Energy GP, Inc.
Treasurer
of ESI Tractebel Acquisition Corp.
(Principal
Financial and Principal Accounting Officer of the
Registrants)
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