Morgan Stanley Infrastructure Inc. and BlackRock, Inc. entered into a purchase and sale agreement to acquire Portland Natural Gas Transmission System, LP from TC PipeLines, LP and Northern New England Investment Company, Inc. for approximately $1.5 billion.

Morgan Stanley Infrastructure Inc. and BlackRock, Inc. (NYSE:BLK) entered into a purchase and sale agreement to acquire Portland Natural Gas Transmission System, LP from TC PipeLines, LP and Northern New England Investment Company, Inc. for approximately $1.5 billion on March 4, 2024. Consideration includes gross purchase price of $1.14 billion, which includes the assumption of $250 million of outstanding Senior Notes held at PNGTS. The cash proceeds will be split pro-rata according to the current PNGTS ownership interests (TC Energy 61.7 per cent, Énergir 38.3 per cent) and will be paid at closing, subject to certain customary adjustments.

As part of the transaction, the Buyer will assume the outstanding Senior Notes held at PNGTS and currently consolidated on TC Energy?s balance sheet. This transaction implies a valuation of approximately 11 times reported 2023 comparable EBITDA. The transaction is expected to close in mid-2024, subject to the receipt of regulatory approvals and customary closing conditions.

On 22 March 2024, the European Commission received notification of a proposed transaction. As of April 19, 2024, The European Commission (EC) has approved the sale of Portland Natural Gas Transmission System. Barclays PLC (LSE:BARC) acted as financial advisor to TC Energy and Énergir on the transaction.

Lytch T. Gutmann, Mark K. Lewis, Rebecca Keep, Jason M. Jean, Elizabeth L. McGinley, Bucky Brannen, Daniel E. Hemli, Amber K. Dodds, Scott C. Sanders, Jeffrey B. Andrews and Jacqueline R. Java of Bracewell LLP acted as legal advisors to TC Energy.