Item 2.01 Completion of Acquisition or Disposition of Assets.
On
As a result of the Merger, each common unit of
The issuance of the TC Energy Shares in connection with the Merger was
registered under the Securities Act of 1933, as amended (the "Securities Act"),
pursuant to TC Energy's registration statement on Form F-4 (Reg No. 333-252004),
declared effective by the
The foregoing description of the Merger Agreement, the Merger and the other
transactions contemplated thereby does not purport to be complete and is subject
to and qualified in its entirety by reference to the full text of the Merger
Agreement, incorporated by reference to Exhibit 2.1 to
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the completion of the Merger,
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 2.01, Item 3.01 and Item 5.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
At the effective time of the Merger and as further described in the Merger
Agreement, each Common Unit (excluding Excluded Units) was cancelled in exchange
for the right to receive the Merger Consideration. In connection with the Merger
and at the effective time of the Merger, holders of Common Units immediately
prior to such time (other than holders of Excluded Units) ceased to have any
rights as unitholders in
Item 5.01 Changes in Control of Registrant
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.
As a result of the consummation of the Merger, at the effective time of the
Merger, Merger Sub merged with and into
2
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.02 by reference.
At the effective time of the Merger,
Item 7.01 Regulation FD Disclosure.
On
The information included in this Item 7.01 of this Current Report on Form 8-K, including the attached Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofDecember 14, 2020 , by amongTC PipeLines, LP ,TC PipeLines GP, Inc. , TC Energy Corporation,TransCan Northern Ltd. ,TransCanada PipeLine USA Ltd. andTCP Merger Sub, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K ofTC PipeLines, LP , filed with theSecurities and Exchange Commission onDecember 15, 2020 ). 99.1 Press Release ofTC PipeLines, LP , dated as ofMarch 3, 2021 . 104 The cover page of this Current Report on Form 8-K, formatted in Inline XBRL. 3
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