TC PipeLines, LP and TC Energy complete merger
March 03 2021 - 7:00AM
TC Energy Corporation (TSX, NYSE: TRP) (TC Energy), and TC
PipeLines, LP (NYSE:TCP) (TCP) today announced that they have
completed the previously announced merger (the Merger) pursuant to
an Agreement and Plan of Merger dated December 14, 2020. The Merger
resulted in TC Energy acquiring all of the outstanding
publicly-held common units of TCP and TCP becoming an indirect,
wholly owned subsidiary of TC Energy.
“We are pleased to have received majority unitholder approval of
the merger of TC PipeLines into TC Energy,” said François Poirier,
TC Energy’s President and Chief Executive Officer. “The merger
will simplify and streamline our corporate structure and increase
TC Energy’s ownership in its core portfolio of critical energy
infrastructure.”
Effective today, TCP unitholders are entitled to receive 0.70
common shares of TC Energy for each TCP common unit held.
Also effective today, the TCP common units will no longer be
listed for trading on the New York Stock Exchange (NYSE). Common
shares of TC Energy will continue to trade on both the NYSE and the
Toronto Stock Exchange under the symbol TRP.
Forward-Looking Statements
This communication contains forward-looking statements. These
forward-looking statements generally include statements regarding
the potential transaction between TC Energy and TC PipeLines,
including any statements regarding the expected timetable for
completing the potential transaction, the ability to complete the
potential transaction, the expected benefits of the potential
transaction, projected financial information, future opportunities,
and any other statements regarding TC Energy’s and TC PipeLines’s
future expectations, beliefs, plans, objectives, results of
operations, financial condition and cash flows, or future events or
performance. These statements are often, but not always, made
through the use of words or phrases such as “anticipates,”
“expects,” “intends,” “plans,” “targets,” “forecasts,” “projects,”
“believes,” “seeks,” “schedules,” “estimates,” “positions,”
“pursues,” “may,” “could,” “should,” “will,” “outlook,”
“objectives,” “strategies,” “opportunities,” “poised,” “potential”
and similar expressions. All such forward-looking statements are
based on current expectations of TC Energy’s and TC PipeLines’s
management and therefore involve estimates and assumptions that are
subject to risks, uncertainties and other factors that could cause
actual results to differ materially from the results expressed in
the statements. Key factors that could cause actual results to
differ materially from those projected in the forward-looking
statements include the ability to obtain the requisite TC PipeLines
unitholder approval; uncertainties as to the timing to consummate
the potential transaction; the risk that a condition to closing the
potential transaction may not be satisfied; the risk that
regulatory approvals are not obtained or are obtained subject to
conditions that are not anticipated by the parties; the effects of
disruption to TC Energy’s or TC PipeLines’s respective businesses;
the effect of this communication on the price of TC Energy’s common
shares or TC PipeLines’s common units; the effects of industry,
market, economic, political or regulatory conditions outside of TC
Energy’s or TC PipeLines’s control; transaction costs; TC Energy’s
ability to achieve the benefits from the proposed transaction; and
the diversion of management time on transaction-related issues.
Other important factors that could cause actual results to differ
materially from those in the forward-looking statements are: the
impact of downward changes in oil and natural gas prices, including
any effects on the creditworthiness of shippers or the availability
of natural gas in a low oil price environment; the impact of
litigation and other opposition proceedings on the ability to begin
work on projects and the potential impact of an ultimate court or
administrative ruling to a project schedule or viability;
uncertainty surrounding the impact of global health crises that
reduce commercial and economic activity, including the recent
outbreak of the COVID-19 virus, and the potential impact on the
respective businesses of TC Energy and TC PipeLines; the potential
disruption or interruption of operations due to war, accidents,
political events, civil unrest, severe weather, cyber threats,
terrorist acts, or other natural or human causes beyond the
parties’ control; and the potential liability resulting from
pending or future litigation. Other unpredictable or unknown
factors not discussed in this communication could also have
material adverse effects on forward-looking statements. TC
PipeLines assumes no obligation to update any forward-looking
statements, except as required by law. Readers are cautioned not to
place undue reliance on these forward-looking statements that speak
only as of the date hereof. Additional factors that could cause
results to differ materially from those described above can be
found in TC PipeLines’s most recent Annual Report on Form 10-K, as
it may be updated from time to time by quarterly reports on Form
10-Q and current reports on Form 8-K all of which are available on
TC PipeLines’s website at
https://www.tcpipelineslp.com/investors/reports-and-filings/ and on
the SEC’s website at http://www.sec.gov, and in TC Energy’s most
recent Annual Report on Form 40-F, as it may be updated from time
to time by current reports on Form 6-K all of which are available
on TC Energy’s website at
https://www.tcenergy.com/investors/reports-and-filings/ and on the
SEC’s website at http://www.sec.gov.
About TC PipeLines, LP
TC PipeLines, LP is a Delaware master limited partnership with
interests in eight federally regulated U.S. interstate natural gas
pipelines which serve markets in the Western, Midwestern and
Northeastern United States. The Partnership is managed by its
general partner, TC PipeLines GP, Inc., a subsidiary of TC Energy
Corporation (NYSE: TRP). For more information about TC PipeLines,
LP, visit the Partnership’s website
at www.tcpipelineslp.com.
Media Inquiries:Jaimie Harding/Hejdi Carlsen
403.920.7859 or 800.608.7859
Unitholder and Analyst Inquiries: Rhonda
Amundson877.290.2772investor_relations@tcpipelineslp.com
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