TC PipeLines, LP Announces $1.05 Billion Acquisition

TC PipeLines, LP Announces $1.05 Billion Acquisition 
HOUSTON, TEXAS -- (Marketwired) -- 05/15/13 -- TC PipeLines, LP
(NYSE:TCP) (the Partnership) today announced it has entered into
agreements to acquire an additional 45 percent interest in each of
Gas Transmission Northwest LLC (GTN) and Bison Pipeline LLC (Bison)
from TransCanada Corporation (TSX, NYSE: TRP) (TransCanada) for an
aggregate purchase price of $1.05 billion increasing the
Partnership's portfolio by approximately one third. The acquisition
is expected to be immediately accretive to Partnership cash flows and
earnings. As a result, management intends to recommend to the Board
of Directors a three cent per unit (3.8 percent) increase to the next
quarterly distribution following the close of the transaction. 
"This acquisition is the largest transaction in the Partnership's
history and significantly increases the Partnership's future cash
flows and earnings," said Steve Becker, President of TC PipeLines GP,
Inc. "Cash flow predictability and stability are key elements of our
investment approach and both GTN and Bison fit this profile." 
The Partnership will increase its interest in the GTN and Bison
pipelines from 25 percent to 70 percent which will improve the
Partnership's long-term cash flow stability and predictability by
increasing the percentage of total cash flows derived from long-term
ship-or-pay contracts. The transaction will also reduce the
Partnership's relative exposure to Great Lakes which is currently
experiencing earnings and cash flow variability. 
"A transaction of this magnitude demonstrates the attractiveness of
the Partnership as a financing vehicle for TransCanada as it
continues to advance $26 billion of commercially secured projects,"
continued Becker. "Further dropdown opportunities may arise from
TransCanada's extensive natural gas pipeline portfolio."  
The GTN pipeline system transports Western Canadian and Rocky
Mountain natural gas for large utilities, producers and marketers in
Washington, Oregon, Nevada and California. The Bison pipeline
transports Rocky Mountain natural gas to Midwest markets through a
connection with the Partnership's Northern Border pipeline system.
Both the GTN and Bison pipelines are supported by long-term
ship-or-pay contracts that extend through th
e end of the decade. 
The aggregate purchase price of $1.05 billion includes the assumption
of $146 million of GTN's debt, leaving cash to close of $904 million
subject to certain closing adjustments. The Partnership plans to fund
this through a combination of debt and equity in a manner that
enables the Partnership to maintain its solid financial position. The
transaction is expected to close in July 2013, subject to regulatory
approvals and customary closing conditions. 
The terms of the transaction were unanimously approved by the Board
of Directors of the general partner, based on unanimous approval and
recommendation of the Board's conflicts committee, which is comprised
entirely of independent directors. The conflicts committee engaged
Citigroup to act as its financial advisor, Orrick, Herrington &
Sutcliffe LLP as its legal counsel, and Wood Mackenzie as its natural
gas market outlook advisor. 
TC PipeLines, LP is a Delaware master limited partnership with
interests in 5,560 miles of federally regulated U.S. interstate
natural gas pipelines which serve markets across the United States
and Eastern Canada. This includes significant interests in Great
Lakes Gas Transmission Limited Partnership and Northern Border
Pipeline Company as well as 25 percent ownership interest in each of
Gas Transmission Northwest LLC, and Bison Pipeline LLC. The
Partnership also wholly owns North Baja Pipeline, LLC and Tuscarora
Gas Transmission Company. The Partnership is managed by its general
partner, TC PipeLines GP, Inc., an indirect wholly-owned subsidiary
of TransCanada Corporation (NYSE: TRP). TC PipeLines GP, Inc. and
another TransCanada subsidiary also hold common units of TC
PipeLines, LP. For more information about TC PipeLines, LP, visit the
Partnership's website at 
Forward-Looking Statements 
This release contains "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements can be identified by words such as
"expects," "intends," "anticipates," "plans," "seeks," "believes,"
"estimates" and other words or expressions of similar reference to
future periods. Forward-looking statements are based on our current
expectations and assumptions regarding our business, the economy and
other future conditions. As such, they are subject to inherent
uncertainties, risks and changes in circumstances that are difficult
to predict. Our actual results may differ materially from those
contemplated by the forward-looking statements. We caution you
against relying on any of these forward-looking statements. They are
neither statements of historical fact nor guarantees or assurances of
future performance. Important factors that could cause actual results
to differ materially from those in the forward looking statements
include but are not limited to: our ability to identify and complete
expansion projects and other accretive growth opportunities; failure
to receive the necessary regulatory approval; failure of the
acquisition to be immediately accretive to cash per common unit
generated from operations; timing of the completion of the
acquisition; changes to management's plans and objectives; demand for
natural gas; availability and location of natural gas supplies in the
United States and Canada; natural gas prices and regional
differences; increases in operational or compliance costs resulting
from changes in environmental and other regulations affecting our
pipeline systems; weather conditions; the outcome of rate
proceedings; and changes in taxation of master limited partnerships.
Any forward-looking statement made in this release speaks only as of
the date on which it is made. Factors or events that could cause our
actual results to differ may occur from time-to-time and it is not
possible to predict all of them. We undertake no obligation to
publicly update any forward-looking statement, whether as a result of
new information, future developments or otherwise, except as required
by law.
TC PipeLines, LP
Media Inquiries:
Shawn Howard/Grady Semmens
TC PipeLines, LP
Unitholder and Analyst Inquiries:
Rhonda Amundson
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