TC Energy makes $2 billion offer to take over U.S. pipeline partnership

Pipeline and power company TC Energy Corp. is moving to buy out the other unitholders in TC PipeLines, LP, a U.S. master limited partnership it operates, for about US$1.48 billion (C$1.97 billion) in shares.

The Calgary-based company says it will offer 0.65 of a share in the parent company for each TC PipeLines unit, the equivalent of US$27.31 per unit based on the TC Energy’s Friday closing price and reflecting a 7.5 per cent premium to the 20-day volume weighted average price of TC Pipelines.

The buyout of the 74.5 per cent of the partnership it doesn’t already own will require TC Energy to issue as many as 35.2 million shares, adding about 3.7 per cent to its 940-million outstanding total.

In Toronto, TC Energy closed down a penny at

$55.90 after falling as much as 96 cents early in the day. The stock has fallen more than 25 per cent since hitting a 52-week high close of $76.06 on Feb. 20.

On the New York Stock Exchange, TC Pipelines’ units under the TCP symbol closed up by 12 per cent at

US$29.02. The partnership owns eight interstate natural gas pipelines which serve markets in the western, Midwestern and northeastern United States.

In a report to investors, analyst Ian Gillies of Stifel FirstEnergy points out that TC Energy would also take on US$1.9 billion (C$2.5 billion) of TC Pipelines’ net debt as part of the transaction.

“Since early 2018, the share prices of TRP and TCP have decoupled, with TCP losing its relevance as a funding vehicle,” he said. “As such, it makes sense for TRP to consolidate these assets.”