EX-99.1
2
tm216166d10_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
News
Release
TC PipeLines, LP and
TC Energy complete merger
CALGARY, Alberta -
March 3, 2021
-
News Release - TC Energy Corporation (TSX, NYSE: TRP) (TC Energy), and TC PipeLines, LP (NYSE:TCP) (TCP) today announced
that they have completed the previously announced merger (the Merger) pursuant to an Agreement and Plan of Merger dated December
14, 2020. The Merger resulted in TC Energy acquiring all of the outstanding publicly-held common units of TCP and TCP becoming
an indirect, wholly owned subsidiary of TC Energy.
"We are pleased to have received majority unitholder
approval of the merger of TC PipeLines into TC Energy", said François Poirier, TC Energy's President and Chief
Executive Officer. "The merger will simplify and streamline our corporate structure and increase TC Energy's ownership
in its core portfolio of critical energy infrastructure".
Effective today, TCP unitholders are entitled to
receive 0.70 common shares of TC Energy for each TCP common unit held.
Also effective today, the TCP common units will
no longer be listed for trading on the New York Stock Exchange (NYSE). Common shares of TC Energy will continue to trade on both
the NYSE and the Toronto Stock Exchange under the symbol TRP.
Forward-Looking Statements
This communication contains forward-looking
statements. These forward-looking statements generally include statements regarding the potential transaction between TC
Energy and TC PipeLines, 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 TC PipeLines'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", "outlook", "objectives", "strategies,"
"opportunities", "poised", "potential" and similar expressions. All such forward-looking
statements are based on current expectations of TC Energy's and TC PipeLines'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 TC PipeLines
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 TC
PipeLines's respective businesses; the effect of this communication on the price of TC Energy's common shares or
TC PipeLines's common units; the effects of industry, market, economic, political or regulatory conditions outside of
TC Energy's or TC PipeLines'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 TC PipeLines; 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. TC PipeLines 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 TC PipeLines'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
TC PipeLines's website at https://www.tcpipelineslp.com/investors/reports-and-filings/ and on the SEC's website
at http://www.sec.gov, and in TC Energy's most recent Annual Report on Form 40-F, as it may be updated from time to
time by current reports on Form 6-K all of which are available on TC Energy's website at
https://www.tcenergy.com/investors/reports-and-filings/ and on the SEC's website at http://www.sec.gov.
About TC PipeLines, LP
TC PipeLines, LP is a Delaware master
limited partnership with interests in eight federally regulated U.S. interstate natural gas pipelines which serve markets in the
Western, Midwestern and Northeastern United States. The Partnership is managed by its general partner, TC PipeLines GP, Inc.,
a subsidiary of TC Energy Corporation (NYSE: TRP). For more information about TC PipeLines, LP, visit the Partnership's
website at
www.tcpipelineslp.com
.
Media Inquiries:
Jaimie Harding/Hejdi Carlsen
403.920.7859
or 800.608.7859
Unitholder and Analyst Inquiries:
Rhonda Amundson
877.290.2772
investor_relations@tcpipelineslp.com

EX - 99 . 1 2 tm216166d10 _ ex99 - 1 . htm EXHIBIT 99 . 1 Exhibit 99 . 1 News Release TC PipeLines , LP and TC Energy complete merger CALGARY , Alberta - March 3 , 2021 - News Release - TC Energy Corporation ( TSX , NYSE : TRP ) ( TC Energy ) , and TC PipeLines , LP ( NYSE : TCP ) ( TCP ) today announced that they have completed the previously announced merger ( the Merger ) pursuant to an Agreement and Plan of Merger dated December 14 , 2020 . The Merger resulted in TC Energy acquiring all of the outstanding publicly - held common units of TCP and TCP becoming an indirect , wholly owned subsidiary of TC Energy . " We are pleased to have received majority unitholder approval of the merger of TC PipeLines into TC Energy " , said François Poirier , TC Energy 's President and Chief Executive Officer . " The merger will simplify and streamline our corporate structure and increase TC Energy 's ownership in its core portfolio of critical energy infrastructure " . Effective today , TCP unitholders are entitled to receive 0 . 70 common shares of TC Energy for each TCP common unit held . Also effective today , the TCP common units will no longer be listed for trading on the New York Stock Exchange ( NYSE ) . Common shares of TC Energy will continue to trade on both the NYSE and the Toronto Stock Exchange under the symbol TRP . Forward - Looking Statements This communication contains forward - looking statements . These forward - looking statements generally include statements regarding the potential transaction between TC Energy and TC PipeLines , 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 TC PipeLines ' 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 " , " outlook " , " objectives " , " strategies , " " opportunities " , " poised " , " potential " and similar expressions . All such forward - looking statements are based on current expectations of TC Energy 's and TC PipeLines '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 TC PipeLines 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 TC PipeLines 's respective businesses ; the effect of this communication on the price of TC Energy 's common shares or TC PipeLines 's common units ; the effects of industry , market , economic , political or regulatory conditions outside of TC Energy 's or TC PipeLines '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 TC PipeLines ; 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 . TC PipeLines 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 TC PipeLines '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 TC PipeLines 's website at https://www.tcpipelineslp.com/investors/reports-and-filings/ and on the SEC 's website at http://www.sec.gov , and in TC Energy 's most recent Annual Report on Form 40 - F , as it may be updated from time to time by current reports on Form 6-K all of which are available on TC Energy 's website at https://www.tcenergy.com/investors/reports-and-filings/ and on the SEC 's website at http://www.sec.gov . About TC PipeLines , LP TC PipeLines , LP is a Delaware master limited partnership with interests in eight federally regulated U . S . interstate natural gas pipelines which serve markets in the Western , Midwestern and Northeastern United States . The Partnership is managed by its general partner , TC PipeLines GP , Inc . , a subsidiary of TC Energy Corporation ( NYSE : TRP ) . For more information about TC PipeLines , LP , visit the Partnership 's website at www.tcpipelineslp.com . Media Inquiries : Jaimie Harding / Hejdi Carlsen 403 . 920 . 7859 or 800 . 608 . 7859 Unitholder and Analyst Inquiries : Rhonda Amundson 877 . 290 . 2772 investor_relations@tcpipelineslp.com