| Wednesday | ||||
TC Energy Corporation… TC Energy Corporation (TRP) and TC PipeLines announced that they have completed the previously announced 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. 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. Common shares of TC Energy will continue to trade on both the NYSE and the Toronto Stock Exchange under the symbol TRP. | ||||
| Monday | ||||
Wells Fargo analyst… Wells Fargo analyst Praneeth Satish downgraded TC PipeLines (TCP) to Equal Weight from Overweight with a $29 price target after the merger with TC Energy (TR) received approval. | ||||
| Over a week ago | ||||
TC Energy Corporation… TC Energy Corporation (TRP) and TC PipeLines (TCP) announced that at the special meeting of TCP common unitholders held earlier, TCP unitholders voted to approve the previously announced merger of TCP and a wholly owned subsidiary of TC Energy, pursuant to the Agreement and Plan of Merger dated December 14, 2020, between TCP, TC Energy and certain other related parties thereto. Approximately 70% of the TCP common units represented by proxy or present at the special meeting voted in favor of the approval of the Merger Agreement and the transactions contemplated thereby, including the merger, which represented approximately 54.5% of TCP's total outstanding common units as of January 15, 2021, the record date for the special meeting. TC Energy and TCP announced that all conditions required to complete the merger under the terms of the Merger Agreement have been satisfied, and all necessary filings have been made for the transaction to take effect on March 3, 2021. TCP common units will continue to trade on the New York Stock Exchange until the close of trading on March 2, 2021 and will be suspended from trading on the NYSE effective as of the opening of trading on March 3, 2021. | ||||
Energy Income Partners,… Energy Income Partners, or EIP, sent a supplemental letter to the Board of Directors of the general partner of TC PipeLines (TCP), supporting its objections to and its intent to vote AGAINST the proposal to approve and adopt the Merger Agreement with TC Energy Corporation (TRP). EIP is the largest non-affiliated unitholder of TCP, owning more than 10% of the units outstanding and has maintained a position in the company for nearly 15 years. | ||||
TC PipeLines (TCP)… TC PipeLines (TCP) reiterated its support of the pending merger with TC Energy Corporation (TRP). In reaffirming its support of the pending merger, the Partnership notes that: TC PipeLines unitholders will benefit from a more stable, diversified and attractive value creation opportunity in TC Energy: TC PipeLines unitholders will become TC Energy shareholders, providing the opportunity to participate in the growth of the post-merger company. TC Energy's valuation has proven to be more resilient during the recent challenging environment than that of TC PipeLines. The transaction is expected to enhance potential growth for the Partnership: TC Energy has greater access to capital, including a larger North American investor base, relative to master limited partnerships. As a result, the transaction is expected to enhance potential growth of the Partnership's suite of assets. TC PipeLines' future outlook is negatively impacted by recent market conditions and changes in the regulatory regime: Regulatory changes have presented negative implications for the long-term growth and financial outlook of TC PipeLines. Specifically, growth via asset dropdown is not expected to resume due to the lack of capital market access and lower than historical valuations experienced by TC PipeLines and the midstream sector in general. As a result, TC PipeLines will be solely reliant on the earnings potential of existing assets. TC PipeLines' Conflicts Committee conducted a thorough process: The Conflicts Committee met with its financial and legal advisors frequently over a two-month period. The substantial negotiations between the Conflicts Committee and TC Energy led to an increase in the exchange ratio to 0.70x from TC Energy's initial offer of 0.65x, representing an increase in the exchange ratio of 7.7%. The proposed transaction simplifies TC Energy's corporate structure, improves transparency, provides anticipated cost savings and other efficiencies and creates a stronger company without conflicts of interests between TC Energy and TC PipeLines. Institutional Shareholder Services and Glass Lewis & Co., the two leading independent proxy firms, have both recommended that TC PipeLines's unitholders vote "FOR" the approval of the merger agreement with TC Energy. TC PipeLines reminds unitholders of the upcoming special meeting of unitholders to vote on the merger, which will be held at 10:00 a.m. on February 26, 2021. | ||||
TC Energy Corporation… TC Energy Corporation (TRP) responded to a unitholder's recent assertion of the inadequacy of the exchange ratio in the definitive agreement to acquire all of the outstanding common units of TC PipeLines, LP (TCP) not beneficially owned by TC Energy or its affiliates. The exchange ratio of 0.70 of a TCE common share for each TCP common unit represents a 20.8 per cent premium to the TCP closing price before the original offer as of October 2, 2020. The exchange ratio was unanimously approved by a conflicts committee composed of independent directors of the Partnership's general partner, after consultation with its independent legal and financial advisors. "We affirm the exchange ratio and we are confident that the meaningful transaction premium presents the best opportunity for TCP's unitholders to maximize value. TC Energy will not increase the exchange ratio or vary any of the terms of the merger. If the merger is not completed, the Partnership will remain a publicly traded limited partnership," said Francois Poirier, TC Energy President and CEO. TC Energy reminds unitholders of the upcoming special meeting of unitholders, which will be held at 10:00 a.m. on February 26, 2021 to vote on the merger. | |
TD Securities analyst… TD Securities analyst Linda Ezergailis lowered the firm's price target on TC Energy to C$73 from C$75 and keeps a Buy rating on the shares. | |
CIBC analyst Robert… CIBC analyst Robert Catellier raised the firm's price target on TC Energy to C$70 from C$69 and keeps an Outperformer rating on the shares. | |
TC PipeLines (TCP)… TC PipeLines (TCP) announced that independent proxy advisory firms Institutional Shareholder Services and Glass Lewis & Co. have both now recommended that TCP's unitholders vote "FOR" the approval of the merger agreement with TC Energy Corporation (TRP). Subject to satisfaction of the remaining closing conditions, including requisite unitholder approval, the parties currently expect to close the transaction during the first quarter of 2021. Upon completion of the merger, TC PipeLines will be an indirect wholly owned subsidiary of TC Energy and will cease to be a publicly held partnership. TC PipeLines has established a record date of January 15, 2021 and the special meeting date is scheduled for February 26, 2021 at 10:00 a.m. Central Time. | |
The company said,… The company said, "Looking forward, safety remains at the forefront of all that we do. In addition, we are committed to sustainably managing our business and reducing or eliminating our environmental impact. As part of our efforts, TC Energy continues to progress the multi-billion dollar Bruce Power life extension program, a source of significant emission-less power in Ontario, and advance other financially, operationally and environmentally attractive initiatives. Additional growth opportunities are expected to arise as the world both consumes more energy and transitions to a less carbon intensive energy mix and we are well positioned to participate in the substantial investment that will be required. With a deep understanding of energy markets, strong stakeholder relationships, significant financial capacity, and extensive technical expertise across a broad range of energy sources including natural gas, crude oil, nuclear, hydro, wind, solar and other emerging technologies, TC Energy expects to continue to grow its portfolio in a manner that fully aligns with the company's long-established risk preferences, return expectations and organizational capabilities. Success in advancing our secured capital program and other organic growth opportunities emanating from our five operating businesses across North America, is expected to support future dividend growth of five to seven per cent per year." |