TC PIPELINES, LP Item 1.01 Entry into a Material Definitive Agreement.
Agreement and Plan of Merger
On
Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger, each common unit representing a fractional part of the limited partner interests in the Partnership (each, a "Common Unit") issued and outstanding immediately prior to the effective time of the Merger, other than Common Units owned by TC Energy and its affiliates, will be cancelled in exchange for 0.70 shares of TC Energy common stock ("TC Energy Common Stock").
The conflicts committee (the "Conflicts Committee") of the board of directors (the "Board") of the GP has, acting in good faith, unanimously, (i) determined that the Merger Agreement and the transactions contemplated thereby are fair and reasonable to, and in the best interests of, the Partnership and the holders of the outstanding Common Units (other than TC Energy and its affiliates), (ii) approved the Merger Agreement and the transactions contemplated thereby, on the terms and subject to the conditions set forth in the Merger Agreement, which such approval constituted "Special Approval" for all purposes under the limited partnership agreement of the Partnership, (iii) recommended that the Board approve the Merger Agreement and the transactions contemplated thereby, (iv) recommended that the Board approve the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger and (v) recommended that the Board direct that the Merger Agreement be submitted to a vote of the limited partners for their approval at a special meeting and recommended that the Board recommend to the limited partners of the Partnership that the limited partners approve the Merger Agreement and the Merger. Based upon such recommendation, the Board has, acting in good faith unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair and reasonable to, and in the best interests of the Partnership and the holders of the outstanding Common Units (other than TC Energy and its affiliates), (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, (iii) approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger and (iv) resolved to recommend that the limited partners approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and directed that the Merger Agreement be submitted to the limited partners for their approval at a special meeting.
Pursuant to the Merger Agreement, each of TC Energy,
The completion of the Merger is subject to certain customary closing conditions,
including (i) receipt of approval of the Merger Agreement by vote of the limited
partners holding the Common Units constituting at least a majority of the
outstanding Common Units entitled to vote at the special meeting of the limited
partners, (ii) 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, (iii) 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
TC Energy, TransCan Northern,
The Merger Agreement contains certain termination rights that may be exercised
by either TC Energy or the Partnership, including in the event that (i) both
parties agree by mutual written consent duly authorized by the Conflicts
Committee on behalf of the Partnership and the TC Energy board of directors to
terminate the Merger Agreement, (ii) the Merger is not consummated by
Upon termination of the Merger Agreement under certain circumstances, the
Partnership will be obligated to (i) pay TC Energy a termination fee equal to
The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by the actual Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference. The representations, warranties, and covenants of each party set forth in the Merger Agreement were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, and . . .
Item 8.01 Other Events.
On
Forward-Looking Statements
This communication contains forward-looking statements. These forward-looking
statements generally include statements regarding the potential transaction
between TC Energy and the Partnership, 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 the Partnership'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," "budgets," "outlook," "trends,"
"guidance," "focus," "on schedule," "on track," "is slated," "goals,"
"objectives," "strategies," "opportunities," "poised," "potential" and similar
expressions. All such forward-looking statements are based on current
expectations of TC Energy's and the Partnership'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 Partnership 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 the Partnership's respective businesses; the effect of this
communication on the price of TC Energy's common shares or the Partnership's
common units; the effects of industry, market, economic, political or regulatory
conditions outside of TC Energy's or the Partnership'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 the Partnership; 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. The Partnership 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 the Partnership'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 the Partnership's website at
https://www.tcpipelineslp.com/investors/reports-and-filings/ and on the
Important Information for Investors and Shareholders
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. In connection with the potential transaction, TC Energy expects to file a registration statement on Form F-4 with theSEC containing a preliminary prospectus of TC Energy that also constitutes a preliminary proxy statement of the Partnership. After the registration statement is declared effective, the Partnership will mail a definitive proxy statement/prospectus to unitholders of the Partnership. This communication is not a substitute for the proxy statement/prospectus or registration statement or for any other document that TC Energy or the Partnership may file with theSEC and send to the Partnership's unitholders in connection with the potential transaction. INVESTORS AND SECURITY HOLDERS OF TC ENERGY AND THE PARTNERSHIP ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the proxy solicitation statement/prospectus (when available) and other documents filed with theSEC by TC Energy or the Partnership through the website maintained by theSEC at http://www.sec.gov. Copies of the documents filed with theSEC 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 theSEC by the Partnership will be available free of charge on the Partnership's website at https://www.tcpipelineslp.com/investors/reports-and-filings.
TC Energy and the Partnership, 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
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
2.1* Agreement and Plan of Merger, dated as of December 14, 2020 by and
among TC PipeLines, LP , TC PipeLines GP, Inc. TC Energy Corporation,
TransCan Northern Ltd. , TransCanada PipeLine USA Ltd. , and TCP Merger
Sub, LLC .
99.1 Press Release of TC PipeLines, LP , dated as of December 15, 2020 .
The cover page of this Current Report on Form 8-K, formatted in Inline
104 XBRL.
* Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation
S-K. A copy of any omitted schedule will be furnished supplementally to the
on request.
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