tcp-20210212False000107560700010756072020-08-052020-08-05
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported) | February 12, 2021 |
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TC PipeLines, LP |
(Exact name of registrant as specified in its charter) |
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Delaware | 001-35358 | 52-2135448 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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700 Louisiana Street, | Suite 700 | 77002-2761 |
Houston, | TX | | |
(Address of principal executive offices) | (Zip Code) |
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Registrant’s telephone number, including area code | (877) | 290-2772 |
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(Former name or former address if changed since last report) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class: | | Trading Symbol(s) | | Name of each exchange on which registered: |
Common units representing limited partner interests | | TCP | | New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company | ☐ |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
Item 8.01 Other Events.
Effective February 12, 2021, TC PipeLines, LP (the “Partnership”) delivered a notice of redemption to the trustee of the Partnership’s 4.65% senior notes due June 15, 2021 (CUSIP No. 87233QAA6) (the “Notes”). The notice calls for the redemption of all $350,000,000 aggregate principal amount of the Notes on March 15, 2021 (the “Redemption Date”).
The Notes will be redeemed on the Redemption Date at a redemption price equal to the sum of 100% of their aggregate principal amount plus accrued and unpaid interest thereon to, but not including, the Redemption Date. On and after the Redemption Date, interest will cease to accrue on the Notes and the Notes will cease to be outstanding.
A copy of the Notice is attached hereto as Exhibit 99 and is incorporated herein by reference.
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Exhibit No. | | Description |
99 | | |
104 | | The cover page of this Current Report on Form 8-K, formatted in Inline XBRL |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| TC PipeLines, LP |
| by: TC PipeLines GP, Inc., |
| its general partner |
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| By: | /s/ Jon Dobson |
| | Jon Dobson |
| | Secretary |
Dated: February 12, 2021
EXHIBIT INDEX
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Exhibit No. | | Description |
99 | | February 12, 2021 TC PipeLines, LP notice of redemption of its 4.65% senior notes due June 15, 2021 |
104 | | The cover page of this Current Report on Form 8-K, formatted in Inline XBRL |
exhibit_99
[Notice of Redemption – Senior Notes] NOTICE OF REDEMPTION TO: The holder (the “Holder”) of US$350,000,000 aggregate principal amount of 4.65% Senior Notes due June 15, 2021 (CUSIP NO: 87233QAA6) (the “Notes”) This Notice of Redemption (this “Notice”) is delivered to you by TC PipeLines, LP (the “Partnership”) pursuant to the terms of the Indenture between the Partnership and the Bank of New York Mellon (“Trustee”), dated June 17, 2011 (“Indenture”). Capitalized terms used but not defined herein shall have the meaning ascribed thereto in the Indenture. Pursuant to Section 1104 of the Indenture, the Partnership hereby provides this Notice in relation to the redemption of US$350,000,000 aggregate principal amount of 4.65% Senior Notes due June 15, 2021 registered in the name “Cede & Co., as nominee for The Depository Trust Company, or registered assigns,” which represents all the currently outstanding Notes, as follows: Redemption Date: March 15, 2021 Redemption Price: US$354,113,958.33 (representing US$350,000,000 aggregate principal amount of the Notes at a redemption price equal to 100% of the principal amount, plus accrued and unpaid interest to but not including the Redemption Date in the aggregate amount of US$4,113,958.33) The redemption is not subject to a mandatory or optional sinking fund. On the Redemption Date, and upon presentation and surrender of the Notes by the Holder, the Redemption Price will become due and payable and interest thereon shall cease to accrue on and after said date. The Notes are to be surrendered by the Holder for payment of the Redemption Price at The Bank of New York Mellon, 240 Greenwich Street 7E, New York, NY 10286 on the Redemption Date. [remainder of the page left intentionally blank] DocuSign Envelope ID: 468C5891-136D-4BF1-AE02-422C56644FE8
[Notice of Redemption – Senior Notes] DATED this 12th day of February, 2021 TC PIPELINES, LP, by its General Partner, TC PipeLines GP, Inc. Per: Jon A. Dobson Secretary Per: William (Chuck) C. Morris Vice-President, Principal Financial Officer and Treasurer DocuSign Envelope ID: 468C5891-136D-4BF1-AE02-422C56644FE8