News Release – TC Energy Corporation (TSX, NYSE: TRP) (“TC Energy”)
today announced that TransCanada PipeLines Limited (the “Company”),
a wholly-owned subsidiary of TC Energy, has commenced separate
offers (the “Offers”) to purchase for cash up to C$350,000,000 (the
“Maximum Purchase Amount”) in aggregate purchase price, excluding
accrued and unpaid interest, of its outstanding notes of the two
series listed in the table below (collectively, the “Notes”), which
Maximum Purchase Amount may be increased, decreased or waived by
the Company in its sole discretion.
Previously today, TC Energy also announced the completion of the
spinoff of its Liquids Pipelines business into South Bow
Corporation, a separate publicly traded company.
The Offers
The Offers are made upon the terms and subject to the conditions
set forth in the Offer to Purchase dated October 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.
The amount of Notes purchased in the Offers and the allocation
of such amount between the two series listed below will be
determined by the Company, in its sole discretion. The Offers may
be subject to proration as described in the Offer to Purchase.
Title of
Notes(1) |
Principal Amount
Outstanding (in millions) |
CUSIP / ISIN Nos.
(1) |
ReferenceSecurity(2) |
Bloomberg
ReferencePage(2) |
Fixed Spread (Basis
Points)(2) |
4.180% Senior Notes due 2048 |
C$1,100 |
89353ZCC0 / CA89353ZCC01 |
CAN 2 ¾ 12/01/55 |
FIT CAN0-50 |
160 |
3.390% Senior Notes due 2028 |
C$500 |
89353ZCA4 / CA89353ZCA45 |
CAN 3 ½ 03/01/28 |
FIT CAN0-50 |
60 |
(1) |
No
representation is made by 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 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 10:00 a.m.
(Toronto time) on October 9, 2024, unless extended by the Company
with respect to the applicable Offer (such date and time with
respect to an Offer, as the same may be extended by the Company
with respect to such Offer, the “Price Determination Date”). The
Total Consideration does not include the applicable Accrued Coupon
Payment (as defined below), which will be payable in cash in
addition to the applicable Total Consideration. |
|
|
Terms of the Offers
The Offers will expire at 5:00 p.m. (Toronto time) on October 8,
2024, unless extended or earlier terminated by the Company (such
date and time with respect to an Offer, as the same may be extended
with respect to such Offer, the “Expiration Date”). Notes may be
validly withdrawn at any time at or prior to 5:00 p.m. (Toronto
time) on October 8, 2024 (such date and time with respect to an
Offer, as the same may be extended with respect to such Offer, the
“Withdrawal Date”), unless extended by the Company with respect to
any Offer.
Settlement for all Notes tendered prior to the Expiration Date
will be four business days after the Expiration Date, which is
expected to be October 15, 2024, unless extended by the Company
with respect to any Offer (the “Settlement Date”).
Upon the terms and subject to the conditions set forth in the
Offer to Purchase, Holders whose Notes are accepted for purchase in
the Offers will receive the applicable Total Consideration for each
C$1,000 principal amount of such Notes in cash on the Settlement
Date. Promptly after 10:00 a.m. (Toronto time) on October 9, 2024,
the Price Determination Date, unless extended by the Company with
respect to any Offer, the Company will issue a press release
specifying, among other things, the Total Consideration for each
series of Notes validly tendered and accepted.
In addition to the applicable Total Consideration, Holders whose
Notes are accepted for purchase by the Company will receive a cash
payment equal to the accrued and unpaid interest on such Notes from
and including the immediately preceding interest payment date for
such Notes to, but excluding, the Settlement Date (the “Accrued
Coupon Payment”). Interest will cease to accrue on the Settlement
Date for all Notes accepted in the Offers. Under no circumstances
will any interest be payable because of any delay in the
transmission of funds to Holders by CDS Clearing and Depository
Services Inc. (“CDS”) or its participants.
Any Notes validly tendered pursuant to the Offers but not
accepted for purchase by the Company will be returned promptly to
the tendering Holders thereof.
The Company may increase or waive the Maximum Purchase Amount
with or without extending the Withdrawal Date. If Holders tender
more Notes in the Offers than they expect to be accepted for
purchase based on the Maximum Purchase Amount and the Company
subsequently accepts more than such Holders expected of such Notes
tendered as a result of an increase of the Maximum Purchase Amount,
such Holders may not be able to withdraw any of their previously
tendered 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. The Offers are not conditioned
on the tender of any aggregate minimum principal amount of Notes of
any series (subject to minimum denomination requirements as set
forth in the Offer to Purchase).
The Company has retained Deutsche Bank Securities Inc.
(“Deutsche Bank”), J.P. Morgan Securities Canada Inc. (“JPM”),
Morgan Stanley Canada Limited (“MS”) and RBC Dominion Securities
Inc. (“RBC”) to act 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.
TSX Trust Company will act as the Tender Agent for 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.
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold Notes as to when such
intermediary would need to receive instructions from a beneficial
owner in order for that Holder to be able to participate in, or
withdraw their instruction to participate in the Offers before the
deadlines specified herein and in the Offer to Purchase. The
deadlines set by any such intermediary and CDS for the submission
and withdrawal of tender instructions will also be earlier than the
relevant deadlines specified herein and in the Offer to
Purchase.
Offer and Distribution Restrictions
The Offers are being 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
Expiration Date and 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
TC Energy is 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 neighbors, 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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