CALGARY,
AB, Aug. 4, 2022 /PRNewswire/ - TC Energy
Corporation (TSX: TRP) (NYSE: TRP) (TC Energy or the Company) today
announced that it has entered into an agreement with
a syndicate of underwriters led by RBC Capital Markets and
Scotiabank, pursuant to which the underwriters have agreed to
purchase, on a bought deal basis, 28,400,000 common shares of the
Company (the Common Shares) at a price of $63.50 per Common Share (the Offering Price), for
gross proceeds of approximately $1.8 billion (the Offering). The Common
Shares will be offered to the public in Canada and the
United States through the underwriters and their
affiliates.
TC Energy has granted the underwriters an over-allotment option
to purchase up to an additional 2,840,000 Common Shares at the
Offering Price, exercisable at any time up to 30 days following the
closing of the Offering (the Over-Allotment Option). If the
Over-Allotment Option is exercised in full, the aggregate gross
proceeds from the Offering will be approximately $2.0 billion.
The net proceeds from the Offering will be used, directly or
indirectly, together with other financing sources and cash on hand,
to fund costs associated with the construction of the Southeast
Gateway Pipeline, a US$4.5 billion,
1.3 billion cubic feet per day, 715-kilometre offshore natural gas
pipeline in the southeast region of Mexico. Pending such use, the net proceeds
from the Offering may temporarily be used to reduce indebtedness or
invested in short term liquid investments.
The Offering is expected to close on or about Aug. 10, 2022. Completion of the Offering is
subject to, and conditional upon, the receipt of all necessary
approvals, including approval of the Toronto Stock Exchange and the
New York Stock Exchange.
RBC Capital Markets and Scotiabank acted as joint lead book
runners on the Offering. Mayer Brown LLP and Blake, Cassels &
Graydon LLP were legal advisors to the Company. Paul, Weiss,
Rifkind, Wharton & Garrison LLP and Norton Rose Fulbright
Canada LLP were legal advisors to the underwriters.
Advisories
The Common Shares will be issued by way of a prospectus
supplement to the Company's short form base shelf prospectus
dated Jan. 22,
2021 (collectively, the Prospectus) filed with the
securities regulatory authorities in each of the provinces and
territories of Canada and
included in its registration statement on Form F-10 filed with the
U.S. Securities and Exchange Commission (SEC). This Offering
is made only by the Prospectus. The Prospectus will contain
important detailed information about the securities being
offered. Investors should read the Prospectus before making an
investment decision.
The Prospectus will be available free of charge on SEDAR at
http://www.sedar.com, on the SEC website
at http://www.sec.gov or from the underwriters named in
the Prospectus. Potential investors may request the Prospectus
in Canada from RBC Dominion Securities Inc., 180 Wellington
Street West, 8th Floor, Toronto,
ON M5J 0C2, Attention: Distribution Centre, or via
telephone: 1-416-842-5349, or via e-mail at
Distribution.RBCDS@rbccm.com and in the
United States from RBC Capital Markets, LLC, 200 Vesey
Street, 8th Floor, New York, NY
10281-8098; Attention: Equity Syndicate; Phone: 877-822-4089;
Email: equityprospectus@rbccm.com; and in Canada from Scotia Capital Inc., Attention:
Equity Capital Markets, Scotia Plaza, 62nd Floor, 40 King Street
West, Toronto, Ontario M5H 3Y2, or
by telephone at 1-416-863-7704 and in the
United States from Scotia Capital (USA) Inc., Attention: Equity Capital Markets,
250 Vesey Street, 24th Floor, New York,
New York, 10281, or by telephone at 1-212-225-6853 or by
email at equityprospectus@scotiabank.com.
About TC Energy
We're a team of 7,000+ energy problem solvers working to move,
generate and store the energy North
America relies on. Today, we're taking action to make that
energy more sustainable and more secure. We're innovating and
modernizing to reduce emissions from our business. And, we're
delivering new energy solutions – from natural gas and renewables
to carbon capture and hydrogen – to help other businesses and
industries decarbonize too. Along the way, we invest in the
communities where we live and work to strengthen community
resilience and build a stronger future, together.
TC Energy's common shares trade on the Toronto (TSX) and New York (NYSE) stock exchanges under the
symbol TRP.
FORWARD-LOOKING
INFORMATION
This release includes certain forward-looking information, which
is intended to help current and potential investors understand
management's assessment of our future plans and financial outlook,
and our future prospects overall. Statements that are
forward-looking are based on certain assumptions and on what we
know and expect today and generally include words like anticipate,
expect, believe, may, will, should, estimate or other similar
words.
Forward-looking statements do not guarantee future performance.
Actual events and results could be significantly different because
of assumptions, risks or uncertainties related to our business, the
Southeast Gateway Pipeline, or events that happen after the date of
this release. Our forward-looking information in this release
includes statements related to: the Offering, including the
expected closing date of the Offering and the expected use of the
net proceeds from the Offering; and the Southeast Gateway Pipeline,
including the cost, scope and capacity thereof and sources of
financing therefor, among other things.
Our forward looking information is based on certain key
assumptions and is subject to risks and uncertainties, including
but not limited to fulfillment by the underwriters of their
obligations pursuant to their agreement to purchase the Common
Shares; that no event will occur which would allow the underwriters
to terminate their obligations under such agreement; and
assumptions concerning the Southeast Gateway Pipeline, including
assumptions regarding the amount and timing of costs to be incurred
by the Company in connection therewith, as well as assumptions
concerning the sources of financing therefor. Additional
information on these and other factors will be discussed in the
prospectus supplement and the documents incorporated by reference
therein.
As actual results could vary significantly from the
forward-looking information, you should not put undue reliance on
forward-looking information, which is given as of the date it is
expressed in this release or otherwise, and should not use
future-oriented information or financial outlooks for anything
other than their intended purpose. We do not update our
forward-looking statements due to new information or future events,
unless we are required to by law. For additional information on the
assumptions made, and the risks and uncertainties which could cause
actual results to differ from the anticipated results, refer to the
most recent Quarterly Report to Shareholders and Annual Report
filed under TC Energy's profile on SEDAR at www.sedar.com and
with the SEC at www.sec.gov.
Media Inquiries:
Jaimie
Harding / Suzanne Wilton
media@tcenergy.com
403-920-7859 or 800-608-7859
Investor & Analyst
Inquiries:
Gavin
Wylie / Hunter Mau
investor_relations@tcenergy.com
403-920-7911 or 800-361-6522
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SOURCE TC Energy Corporation