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 released the pricing
terms of its previously announced separate offers (the “Offers”) to
purchase for cash up to US$1,750,000,000 aggregate principal amount
of its outstanding notes of the series listed in the table below
(collectively, the “Notes”).
The Offers are 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”) and the notice of guaranteed
delivery attached as Appendix A thereto (the “Notice of Guaranteed
Delivery” and, together with the Offer to Purchase, the “Tender
Offer Documents”). Capitalized terms used but not defined in this
announcement have the meanings given to them in the Offer to
Purchase.
Set forth in the table below is the applicable Total
Consideration for each series of Notes, as calculated as of 2 p.m.
(Eastern time) today, Oct. 8, 2024, in accordance with the Offer to
Purchase.
Acceptance Priority
Level(1) |
Title of
Notes(2) |
Principal Amount
Outstanding (in millions) |
CUSIP / ISIN Nos.
(2) |
Reference
Security(4) |
Reference Yield |
Bloomberg Reference
Page(4) |
Fixed Spread (Basis
Points)(4) |
Total
Consideration(3)(4) |
1 |
2.500% Senior Notes due 2031 |
US$1,000 |
89352HBC2 / US89352HBC25 |
3.875% U.S. Treasury due Aug.15, 2034 |
4.031% |
FIT1 |
+35 |
$887.76 |
2 |
5.000% Senior Notes due 2043 |
US$625 |
89352HAL3 / US89352HAL33 |
4.125% U.S. Treasury due Aug. 15, 2044 |
4.387% |
FIT1 |
+90 |
$965.85 |
3 |
4.875% Senior Notes due 2048 |
US$1,000 |
89352HAY5 / US89352HAY53 |
4.625% U.S. Treasury due May 15, 2054 |
4.316% |
FIT1 |
+100 |
$941.07 |
4 |
5.100% Senior Notes due 2049 |
US$1,000 |
89352HAZ2 / US89352HAZ29 |
4.625% U.S. Treasury due May 15, 2054 |
4.316% |
FIT1 |
+95 |
$977.29 |
5 |
4.750% Senior Notes due 2038 |
US$500 |
89352HAX7 / US89352HAX70 |
3.875% U.S. Treasury due Aug. 15, 2034 |
4.031% |
FIT1 |
+110 |
$963.02 |
6 |
4.250% Senior Notes due 2028 |
US$1,400 |
89352HAW9 / US89352HAW97 |
3.50% U.S. Treasury due Sept. 30, 2029 |
3.857% |
FIT1 |
+55 |
$994.82 |
7 |
4.875% Senior Notes due 2026 |
US$850 |
89352HAT6 / US89352HAT68 |
3.875% U.S. Treasury due Jan. 15, 2026 |
4.140% |
FIT4 |
+45 |
$1,003.36 |
_____________
(1) Subject to the
satisfaction or waiver of the conditions of the Offers described in
the Offer to Purchase, if the Maximum Purchase Condition is not
satisfied with respect to every series of Notes, the Company will
accept Notes for purchase in the order of their respective
Acceptance Priority Level specified in the table above (with 1
being the highest Acceptance Priority Level and 7 being the lowest
Acceptance Priority Level). It is possible that a series of Notes
with a particular Acceptance Priority Level will not be accepted
for purchase even if one or more series with a higher or lower
Acceptance Priority Level are accepted for purchase.
(2) No representation
is made 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.
(3) For each series
of Notes in respect of which a par call date is indicated, the
calculation of the applicable Total Consideration (as defined
below) has been performed to either the maturity date or such par
call date, in accordance with standard market convention.
(4) The total
consideration for each series of Notes (such consideration, the
“Total Consideration”) payable per each US$1,000 principal amount
of such series of Notes validly tendered for purchase has been
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 U.S. Treasury reference security
as specified in the table above, as quoted on the applicable
Bloomberg Reference Page as of 2 p.m. (Eastern time) today, Oct. 8,
2024. See “Description of the Offers—Determination of the Total
Consideration” in the Offer to Purchase. 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.
The Offers will expire at 5 p.m. (Eastern time) on Oct. 8, 2024,
unless extended or earlier terminated (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 p.m. (Eastern time) on Oct. 8, 2024,
unless extended with respect to any Offer.
For Holders who deliver a Notice of Guaranteed Delivery and all
other required documentation at or prior to the Expiration Date,
upon the terms and subject to the conditions set forth in the
Tender Offer Documents, the deadline to validly tender Notes using
the Guaranteed Delivery Procedures (as defined in the Offer to
Purchase) will be the second business day after the Expiration Date
and is expected to be 5 p.m. (Eastern time) on Oct. 10, 2024,
unless extended with respect to any Offer (the “Guaranteed Delivery
Date”).
Settlement for all Notes tendered prior to the Expiration Date
or pursuant to a Notice of Guaranteed Delivery will be four
business days after the Expiration Date and two business days after
the Guaranteed Delivery Date, respectively, which is expected to be
Oct. 15, 2024, unless extended with respect to any Offer
(collectively, 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
US$1,000 principal amount of such Notes in cash on the Settlement
Date.
In addition to the applicable Total Consideration, Holders whose
Notes are accepted for purchase 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 The Depository Trust Company (“DTC”) or its
participants.
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., J.P.
Morgan Securities LLC, Morgan Stanley & Co. LLC, and RBC
Capital Markets, LLC to act as the dealer managers (the “Dealer
Managers”) for the Offers. Questions regarding the terms and
conditions for the Offers should be directed to Deutsche Bank
Securities Inc. at (866) 627-0391 (toll-free) or (212) 250-2955
(collect), J.P. Morgan Securities LLC at (866) 834-4666 (toll-free)
or (212) 834-4818 (collect), Morgan Stanley & Co. LLC at (800)
624-1808 (toll-free) or (212) 761-1057 (collect), or RBC Capital
Markets, LLC at (877) 381-2099 (toll-free) or (212) 618-7843
(collect).
D.F. King & Co., Inc. will act as the Information and Tender
Agent for the Offers. Questions or requests for assistance related
to the Offers or for additional copies of the Offer to Purchase may
be directed to D.F. King & Co., Inc. in New York by telephone
at +1 (212) 269-5550 (for banks and brokers only) or +1 (866)
620-9554 (for all others toll-free), or by email at
TCEnergy@dfking.com. You may also contact your broker, dealer,
commercial bank, trust company or other nominee for assistance
concerning the Offers. The Tender Offer Documents can be accessed
at the following link: www.dfking.com/transcanada.
If the Company terminates any Offer with respect to one or more
series of Notes, it will give prompt notice to the Information and
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 DTC 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 DTC for the submission
and withdrawal of tender instructions will also be earlier than the
relevant deadlines specified herein and in the Offer to
Purchase.
This announcement is for informational purposes only. This
announcement 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. The Offers are being made
solely pursuant to the Offer to Purchase. The Offers are not being
made to Holders of Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
“blue sky” or other laws of such jurisdiction. In any jurisdiction
in which the securities laws or “blue sky” 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.
No action has been or will be taken in any jurisdiction that
would permit the possession, circulation or distribution of either
this announcement, the Offer to Purchase or any material relating
to us or the Notes in any jurisdiction where action for that
purpose is required. Accordingly, neither this announcement, the
Offer to Purchase nor any other offering material or advertisements
in connection with the Offers may be distributed or published, in
or from any such country or jurisdiction, except in compliance with
any applicable rules or regulations of any such country or
jurisdiction.
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 dates 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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