News Release – TC Energy Corporation (TSX, NYSE: TRP)
(“TC Energy”) today announced (i) the expiration of the
previously announced separate offers (the “Offers”) of TransCanada
PipeLines Limited (the “Company”), a wholly-owned subsidiary of TC
Energy, to purchase for cash up to C$350,000,000 in aggregate
purchase price, excluding accrued and unpaid interest, (the
“Maximum Purchase Amount”) of its outstanding notes of the two
series listed in the table below (collectively, the “Notes”) at 5
p.m. (Toronto time) on Oct. 8, 2024 (the “Expiration Date”) and
(ii) the Company has amended the Offers by increasing the Maximum
Purchase Amount from C$350,000,000 in aggregate purchase price,
excluding accrued and unpaid interest, to C$575,000,000 in
aggregate principal amount.
The Offers
The Offers were made upon the terms and subject to the
conditions set forth in the Offer to Purchase dated Oct. 1, 2024
relating to the Notes (the “Offer to Purchase”). Capitalized terms
used but not defined in this news release have the meanings given
to them in the Offer to Purchase.
According to information provided by TSX Trust Company, the
Tender Agent, C$1,199,486,000 combined aggregate principal amount
of the Notes were validly tendered in connection with the Offers
prior to or at the Expiration Date and not validly withdrawn. The
table below provides certain information about the Offers,
including the aggregate principal amount of each series of Notes
validly tendered and not validly withdrawn prior to the Expiration
Date.
Title of Notes(1) |
Principal AmountOutstanding |
CUSIP / ISIN Nos. (1) |
Reference
Security(2) |
BloombergReference
Page(2) |
Fixed Spread (Basis
Points)(2) |
Principal Amount Tendered |
4.180% Senior Notes due 2048 |
C$1,100,000,000 |
89353ZCC0 / CA89353ZCC01 |
CAN 2 ¾ 12/01/55 |
FIT CAN0-50 |
160 |
C$892,057,000 |
3.390% Senior Notes due 2028 |
C$500,000,000 |
89353ZCA4 / CA89353ZCA45 |
CAN 3 ½ 03/01/28 |
FIT CAN0-50 |
60 |
C$307,429,000 |
(1) No representation is made by TC Energy or the Company as to
the correctness or accuracy of the CUSIP numbers or ISINs listed in
this news release or printed on the Notes. They are provided solely
for convenience.
(2) The total consideration for each series of Notes (such
consideration, the “Total Consideration”) payable per each C$1,000
principal amount of such series of Notes validly tendered and
accepted for purchase will be based on the applicable Fixed Spread
specified in the table above for such series of Notes, plus the
applicable yield based on the bid-side price of the applicable
Canadian reference security as specified in the table above, as
quoted on the applicable Bloomberg Reference Page as of 10 a.m.
(Toronto time) on Oct. 9, 2024, unless extended by the Company
with respect to the applicable Offer. The Total Consideration does
not include the applicable Accrued Coupon Payment, which will be
payable in cash in addition to the applicable Total
Consideration.
Indicative Series Acceptance Amounts
The Company expects to accept for purchase C$575,000,000 in
aggregate principal amount of the 4.180% Senior Notes due 2048 (the
“2048 Notes”) tendered into the Offer for such Notes on a pro rata
basis within such series, with the actual amount accepted to be
adjusted for rounding due to proration. The Company does not expect
to accept for purchase any of the 3.390% Senior Notes due 2028
tendered into the Offer for such Notes.
Pricing and Settlement
Pricing in respect of the 2048 Notes is expected to occur at 10
a.m. (Toronto time) on Oct. 9, 2024, following which the Final
Acceptance Amount, the Offer Yield and the Total Consideration in
respect of the 2048 Notes validly tendered and accepted for
purchase pursuant to the Offers will be announced by the
Company.
The “Settlement Date” in respect of any 2048 Notes validly
tendered and accepted for purchase pursuant to the Offer for such
Notes is expected to be Oct. 15, 2024. The Company will also pay an
Accrued Coupon Payment in respect of 2048 Notes validly tendered
and accepted for purchase pursuant to the Offer for such Notes.
Holders whose 2048 Notes are accepted for purchase will lose all
rights as Holder of the tendered 2048 Notes and interest will cease
to accrue on the Settlement Date for all 2048 Notes accepted in the
Offer for such Notes.
The Offers are subject to the satisfaction of certain conditions
as described in the Offer to Purchase. The Company reserves the
right, subject to applicable law, to waive any and all conditions
to any Offer. If any of the conditions is not satisfied, the
Company is not obligated to accept for payment, purchase or pay
for, and may delay the acceptance for payment of, any tendered
Notes, in each event subject to applicable laws, and may terminate
or alter any or all of the Offers.
Deutsche Bank Securities Inc. (“Deutsche Bank”), J.P. Morgan
Securities Canada Inc. (“JPM”), Morgan Stanley Canada Limited
(“MS”) and RBC Dominion Securities Inc. (“RBC”) are acting as the
dealer managers (the “Dealer Managers”) for the Offers. Questions
regarding the terms and conditions for the Offers or for copies of
the Offer to Purchase should be directed to JPM at 1.403.532.2126,
MS at 1.416.943.8400 or RBC at 1.877.381.2099 (toll-free) or
1.416.842.6311 (collect). Deutsche Bank is not registered as a
dealer in any Canadian jurisdiction and, accordingly, neither it
nor any of its affiliates will, directly or indirectly, advertise,
solicit, facilitate, negotiate, effect or take any other act in
furtherance of any purchase or tender of Notes in connection with
the Offers and any such solicitation, advertisement or other act
with respect to the Offers will be conducted by JPM, MS and RBC.
You may also contact your broker, dealer, commercial bank, trust
company or other nominee for assistance concerning the Offers.
If the Company terminates any Offer with respect to one or more
series of Notes, it will give prompt notice to the Tender Agent,
and all Notes tendered pursuant to such terminated Offer will be
returned promptly to the tendering Holders thereof. With effect
from such termination, any Notes blocked in CDS will be
released.
Offer and Distribution Restrictions
The Offers were made solely pursuant to the Offer to Purchase.
This news release does not constitute a solicitation of an offer to
buy any securities in the United States. No Offer constitutes an
offer or an invitation by, or on behalf of, TC Energy, the Company
or the Dealer Managers (i) to participate in the Offers in the
United States; (ii) to, or for the account or benefit of, any “U.S.
person” (as such term is defined in Regulation S of the U.S.
Securities Act of 1933, as amended); or (iii) to participate in the
Offers in any jurisdiction in which it is unlawful to make such an
offer or solicitation in such jurisdiction, and such persons are
not eligible to participate in or tender any
securities pursuant to the Offers. No action has been or will be
taken in the United States or any other jurisdiction that would
permit the possession, circulation or distribution of this news
release, the Offer to Purchase or any other offering material or
advertisements in connection with the Offers to (i) any person in
the United States; (ii) any U.S. person; (iii) anyone in any other
jurisdiction in which such offer or solicitation is not authorized;
or (iv) any person to whom it is unlawful to make such offer or
solicitation. Accordingly, neither this news release, the Offer to
Purchase nor any other offering material or advertisements in
connection with the Offers may be distributed or published, in or
from the United States or any such other jurisdiction (except in
compliance with any applicable rules or regulations of such other
jurisdiction). Tenders will not be accepted from any holder located
or resident in the United States.
In any jurisdiction in which the securities laws require the
Offers to be made by a licensed broker or dealer, the Offers will
be deemed to have been made on behalf of the Company by the Dealer
Managers or one or more registered brokers or dealers that are
licensed under the laws of such jurisdiction.
This news release is for informational purposes only. This news
release is not an offer to purchase or a solicitation of an offer
to sell any Notes or any other securities of TC Energy, the Company
or any of their subsidiaries.
Forward-Looking Statements
This news release contains certain forward-looking information
and forward-looking statements as defined in applicable securities
laws (collectively referred to as “forward-looking statements”).
Forward-looking statements include: statements regarding the terms
and timing for completion of the Offers, including the acceptance
for purchase of any Notes validly tendered and the expected
Settlement Date thereof; and the satisfaction or waiver of certain
conditions of the Offers.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors, which may cause the actual
results, performance or achievements of TC Energy to be materially
different from any future results, performance or achievements
expressed or implied by the forward-looking statements. Factors
that may cause actual results to vary include, but are not limited
to, conditions in financial markets, investor response to the
Offers, and other risk factors as detailed from time to time in TC
Energy’s reports filed with Canadian securities administrators and
the U.S. Securities and Exchange Commission.
Readers are cautioned against unduly relying on forward-looking
statements. Forward-looking statements are made as of the date of
the relevant document and, except as required by law, TC Energy
undertakes no obligation to update publicly or otherwise revise any
forward-looking statements, whether as a result of new information
or future events or otherwise.
About TC Energy
We’re a team of 7,000+ energy problem solvers working to safely
move, generate and store the energy North America relies on. Today,
we’re delivering solutions to the world’s toughest energy
challenges – from innovating to deliver the natural gas that feeds
LNG to global markets, to working to reduce emissions from our
assets, to partnering with our neighbours, customers and
governments to build the energy system of the future. It’s all part
of how we continue to deliver sustainable returns for our investors
and create value for communities.
TC Energy’s common shares trade on the Toronto (TSX) and New
York (NYSE) stock exchanges under the symbol TRP. To learn more,
visit us at TCEnergy.com.
-30-
Media Inquiries:Media
Relationsmedia@tcenergy.com 403-920-7859 or 800-608-7859
Investor & Analyst Inquiries:Gavin Wylie /
Hunter Mauinvestor_relations@tcenergy.com403-920-7911 or
800-361-6522
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