Item 8.01. Other Events
On
The full text of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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
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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, onJanuary 22, 2021 , TC Energy filed with theSEC an amendment to the registration statement on Form F-4 that was originally filed onJanuary 11, 2021 containing a prospectus of TC Energy and a proxy statement of the Partnership. The registration statement was declared effective onJanuary 26, 2021 , and the Partnership expects to commence mailing the definitive proxy statement/prospectus to common unitholders of the Partnership on or aboutJanuary 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 the Partnership filed with theSEC or sent to the Partnership's common 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 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 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 Number Description 99.1 Press Release, datedJanuary 26, 2021 , issued byTC PipeLines, LP The cover page of this Current Report on Form 8-K, formatted in Inline 104 XBRL. 3
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