TC Energy Corporation (TSX:TRP) made a non-binding offer to acquire remaining 76.04% stake in TC PipeLines, LP (NYSE:TCP) (TCP) from Steel City Capital Investments, LLC, Energy Income Partners LLC and others for $1.5 billion on October 4, 2020. TC Energy Corporation signed a definitive agreement to acquire remaining 76.04% stake in TC PipeLines from Steel City Capital Investments, LLC, Energy Income Partners LLC and others for $1.7 billion on December 14, 2020. Under the proposal, the common unit holders of TC PipeLines, LP would receive 0.650 common shares of TC Energy Corporation for each issued and outstanding publicly-held common unit. As per the definitive agreement terms, the common unit holders of TC PipeLines, LP would receive 0.7 common shares of TC Energy Corporation for each issued and outstanding publicly-held common unit. The wholly-owned indirect subsidiaries of TC Energy Corporation, namely, TransCan Northern Ltd and TC Pipelines GP, Inc. already own 15.8% and 8.1% stakes respectively in TC PipeLines, LP. Upon closing, TCP will be wholly-owned by TC Energy and will cease to be a publicly-held master limited partnership. At the effective time of the merger, all TC Energy common shares received by TC PipeLines unitholders in connection with the Merger will be listed on both the TSX and the NYSE under the ticker symbol "TRP" and may be traded by shareholders on either exchange. Upon termination of the merger agreement under certain circumstances, TCP will be obligated to pay TC Energy a termination fee equal to $25 million or pay TC Energy an expense reimbursement amount equal to $4 million. The merger agreement also provides that upon termination of the merger agreement under certain circumstances TC Energy will be obligated to pay TCP an expense reimbursement amount equal to $4 million.

The transaction is subject to the review and favorable recommendation by the Conflicts Committee of the Board of TC PipeLines, LP, approvals by the Boards of TC PipeLines, LP and TC Energy Corporation, approval by the holders of a majority of the outstanding common units of TC PipeLines, LP, negotiation and execution of an agreement and plan of merger and customary regulatory approvals. As of October 7, 2020, Steel City Capital plans to vote against the transaction. The deal is also conditional upon the TC Energy common stock issuable in connection with the merger having been approved for listing on the NYSE and the TSX, subject to official notice of issuance, any waiting period applicable to the transactions contemplated by the merger agreement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended having been terminated or having expired, any required approval or consent under any other applicable antitrust law having been obtained and the approval of the transaction from the Committee on Foreign Investment in the United States having been obtained and the registration statement shall have become effective. A Conflicts Committee composed of independent directors of the Board of TC PipeLines, LP will be formed to consider the offer. As of December 15, 2020, the conflicts committee, composed of independent directors of the Partnership's general partner, unanimously approved the merger agreement, and determined it to be in the best interests of the Partnership and its unaffiliated unitholders. As per the filing dated January 11, 2021, the Board of TC Pipelines unanimously approved the transaction. As of January 15, 2021, FTC, has granted early termination of antitrust approval waiting period for the transaction. A special meeting of unitholders of TC PipeLines, LP, will be held on February 26, 2021 to consider and vote on the merger proposal. As of February 19, 2021, Institutional Shareholder Services (ISS) and Glass Lewis & Co. (Glass Lewis) have both now recommended that TCP's unitholders vote “FOR” the approval of the merger agreement with TC Energy Corporation. On February 19, 2021, Energy Income Partners LLC intends to vote against the proposal to approve and adopt the merger agreement as it believes that the terms of the buyout are inadequate as they significantly undervalue TCP's assets and existing organic growth opportunities. As of February 26, 2021, TC PipeLines unitholders approved the transaction and all conditions required to complete the transaction have been satisfied. The transaction is expected to close late in the first quarter or early in the second quarter of 2021. As of February 26, 2021, the transaction is expected to close on March 3, 2021. TCP common units will continue to trade on the New York Stock Exchange (NYSE) until the close of trading on March 2, 2021 and will be suspended from trading on the NYSE effective as of the opening of trading on March 3, 2021.

J.P. Morgan Securities LLC acted as financial advisor and Gillian Hobson, Chris Mathiesen, Ryan Carney, Natan Leyva, Shane Tucker, Larry Pechacek, Hill Wellford, Damara Chambers and Craig Zieminski of Vinson & Elkins acted as legal advisor to TC Energy Corporation. Evercore Group L.L.C. acted as financial advisor and fairness opinion provider to TC PipeLines. Sean Wheeler, Cephas Sekhar and Kim Hicks of Kirkland & Ellis LLP acted as legal advisor to TC PipeLines. Morrow & Co., LLC acted as proxy solicitor to TC Pipelines and will receive a fee of $0.02 million. TC PipeLines agreed to pay Evercore a fee of $2.95 million payable upon delivery of Evercore's opinion. Evercore also received a fee of $0.35 million upon execution of its engagement letter with the conflicts committee, which is fully creditable against the fee payable upon delivery of Evercore's opinion.

TC Energy Corporation (TSX:TRP) completed the acquisition of remaining 76.04% stake in m, LP (NYSE:TCP) (TCP) from Steel City Capital Investments, LLC, Energy Income Partners LLC and others on March 3, 2021. Common shares of TC Energy will continue to trade on both the NYSE and the Toronto Stock Exchange under the symbol TRP.