TC PipeLines, LP (NYSE: TCP) (the Partnership or TC PipeLines)
today reiterated its support of the pending merger with TC Energy
Corporation (TSX, NYSE: TRP) (TC Energy).
In reaffirming its support of the pending
merger, the Partnership notes that:
- TC PipeLines unitholders
will benefit from a more stable, diversified and attractive value
creation opportunity in TC Energy: TC PipeLines
unitholders will become TC Energy shareholders, providing the
opportunity to participate in the growth of the post-merger
company. TC Energy’s valuation has proven to be more resilient
during the recent challenging environment than that of TC
PipeLines.
- The transaction is expected
to enhance potential growth for the Partnership: TC Energy
has greater access to capital, including a larger North American
investor base, relative to master limited partnerships. As a
result, the transaction is expected to enhance potential growth of
the Partnership’s suite of assets.
- TC PipeLines’ future
outlook is negatively impacted by recent market conditions and
changes in the regulatory regime: Regulatory changes have
presented negative implications for the long-term growth and
financial outlook of TC PipeLines. Specifically, growth via asset
dropdown is not expected to resume due to the lack of capital
market access and lower than historical valuations experienced by
TC PipeLines and the midstream sector in general. As a result, TC
PipeLines will be solely reliant on the earnings potential of
existing assets.
- TC PipeLines’ Conflicts
Committee conducted a thorough process: The Conflicts
Committee met with its financial and legal advisors frequently over
a two-month period. The substantial negotiations between the
Conflicts Committee and TC Energy led to an increase in the
exchange ratio to 0.70x from TC Energy’s initial offer of 0.65x,
representing an increase in the exchange ratio of 7.7%.
The proposed transaction simplifies TC Energy’s
corporate structure, improves transparency, provides anticipated
cost savings and other efficiencies and creates a stronger company
without conflicts of interests between TC Energy and TC
PipeLines.
EVERY VOTE IS IMPORTANT – UNITHOLDERS ARE
URGED TO VOTE “FOR” THE PROPOSED MERGER WITH TC ENERGY
TODAY.
Institutional Shareholder Services and Glass
Lewis & Co., the two leading independent proxy firms, have both
recommended that TC PipeLines’s unitholders vote “FOR” the approval
of the merger agreement with TC Energy.
TC PipeLines reminds unitholders of the upcoming
special meeting of unitholders to vote on the merger, which will be
held at 10:00 a.m. (Central Time) on February 26, 2021. The
Partnership expects the transaction to close shortly following
receipt of unitholder approval. TC PipeLines has received all
regulatory approvals required to complete the transaction.
Unitholders who have not already voted their
units are encouraged to vote FOR the merger as soon as possible and
should contact Morrow Sodali, the Partnership’s proxy solicitor, by
calling toll-free at (877) 787-9239 or by sending an email to
TCP@investor.morrowsodali.com if they need any assistance.
TC PipeLines has previously filed an updated
investor presentation with the U.S. Securities and Exchange
Commission (“SEC”) in order to provide all unitholders with
additional information associated with the proposed merger with TC
Energy. The presentation is available on the SEC’s website at
www.sec.gov and the investor relations section of the Partnership’s
website at www.tcpipelineslp.com.
Evercore is acting as exclusive independent
financial advisor and Kirkland & Ellis LLP is acting as
independent legal advisor to the Conflicts Committee.
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.
Important Information for Investors and
Unitholders
This communication does not constitute an offer
to sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act.
This communication may be deemed to be
solicitation material in respect of the potential transaction. In
connection with the potential transaction, on January 22, 2021, TC
Energy filed with the SEC an amendment to the registration
statement on Form F-4 that was originally filed on January 11, 2021
containing a prospectus of TC Energy and a proxy statement of TC
PipeLines. The registration statement was declared effective on
January 26, 2021, and TC PipeLines commenced mailing the definitive
proxy statement/prospectus to common unitholders of TC PipeLines on
or about January 28, 2021. This communication is not a substitute
for the proxy statement/prospectus or registration statement or for
any other document that TC Energy or TC PipeLines filed with the
SEC or sent to TC PipeLines’s common unitholders in connection with
the potential transaction. INVESTORS AND SECURITY HOLDERS OF TC
ENERGY AND TC PIPELINES ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Investors and security holders will be able
to obtain free copies of the proxy statement/prospectus and other
documents filed with the SEC by TC Energy or TC PipeLines through
the website maintained by the SEC at http://www.sec.gov. Copies of
the documents filed with the SEC by TC Energy will be available
free of charge on TC Energy’s website at
https://www.tcenergy.com/investors/reports-and-filings/ and copies
of the documents filed with the SEC by TC PipeLines will be
available free of charge on TC PipeLines’s website at
https://www.tcpipelineslp.com/investors/reports-and-filings.
TC Energy and TC PipeLines, and certain of their
respective directors, certain of their respective executive
officers and other members of management and employees may be
considered participants in the solicitation of proxies with respect
to the potential transaction under the rules of the SEC.
Information about the directors and executive officers of TC Energy
is set forth in its Management Information Circular, dated February
27, 2020, which was filed as Exhibit 99.1 to TC Energy’s Current
Report on Form 6-K, filed with the SEC on March 16, 2020.
Information about the directors and executive officers of TC
PipeLines is set forth in its Annual Report on Form 10-K for the
year ended December 31, 2019, which was filed with the SEC on
February 20, 2020, and its Current Reports on Form 8-K, filed with
the SEC on September 17, 2020 and November 13, 2020. Additional
information regarding the interests of such participants in the
solicitation of proxies in respect of the potential transaction is
included in the registration statement and proxy
statement/prospectus. These documents can be obtained free of
charge from the sources indicated above.
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
or
Morrow Sodali LLCPaul Schulman / William
Dooley203.658.9400
PDF
available: http://ml.globenewswire.com/Resource/Download/56ef9559-1fa6-4b5c-81a1-2edc9c041928
TC Energy (TSX:TRP)
Historical Stock Chart
From Aug 2024 to Sep 2024
TC Energy (TSX:TRP)
Historical Stock Chart
From Sep 2023 to Sep 2024