TransCanada Corporation 2003 Restructuring

On May 15, 2003, TransCanada Corporation received regulatory approvals to establish it as the parent company of TransCanada PipeLines Limited. Shareholders voted in favour of the change to the corporate structure of the company at the Annual and Special Meeting on April 25.

For background on this issue, please see the letter to shareholders and Q&As from Board of Directors' chairman, Dick Haskayne and chief executive officer, Hal Kvisle, as well as information included in the Management Proxy Circular.

If you have any questions after reading this Q&A, please e-mail them to us and we'll do our best to answer them.

 

Frequently Asked Questions Regarding the Restructuring


You do not need to take any action. Your common shares of TransCanada PipeLines Limited are now recognized as shares of TransCanada Corporation. TransCanada Corporation common shares now trade under the symbol 'TRP' on the Toronto and New York stock exchanges.

 

OLD

NEW

Common Shares (TSX & NYSE) – no change

TRP

TRP

Preferred Shares (TSX)

 

 

Series U

TRP.PR.X

TCA.PR.X

Series Y

TRP.PR.Y

TCA.PR.Y

Preferred Securities (NYSE)

 

 

8.75% (no change)

TCL.Pr

TCL.Pr

8.25%

TRP.Pr

TCA.PR

No. The declaration and payment of dividends will still be at the discretion of the Board of Directors.

Yes. TransCanada Corporation will have a dividend reinvestment plan for common shareholders. This plan allows reinvestment of dividends received on TransCanada Corporation common shares in the same manner as was the case with the TransCanada PipeLines Limited plan.

Preferred shareholders of TransCanada PipeLines Limited will also be able to participate in TransCanada Corporation's dividend reinvestment plan in respect to their dividends on preferred shares.

You do not need to take any action to continue to participate in the dividend reinvestment plan. Plan members will receive a letter in late May providing additional information on the TransCanada Corporation dividend reinvestment plan.

No. Only the common shares of TransCanada PipeLines Limited have become common shares of TransCanada Corporation. Existing preferred shareholders remain preferred shareholders of TransCanada PipeLines Limited.

Generally speaking, no gain or loss will be recognized for income tax purposes. More detailed information is provided in the Proxy Circular. If you have any additional questions, we recommend you consult your personal tax or financial advisor.

Information related to the tax implications for institutional shareholders is included in the Proxy Circular.

This is purely a legal change in our corporate structure and has no impact on our day-to-day operations or our employees. All of the existing employees of TransCanada continue to be employed by TransCanada PipeLines Limited.

The new company, TransCanada Corporation, does not have any employees. The management and Board of TransCanada PipeLines Limited will also manage TransCanada Corporation.

No additional compensation will be paid to either the directors or management for their dual roles in TransCanada Corporation and TransCanada PipeLines Limited.

The rationale for this change is two-fold: to address certain restrictions contained in the terms and conditions of the company's debt, and to provide the company with greater flexibility in how it holds its assets in the future.

Some of the company's trust indentures have a covenant, or restriction, that effectively sets a limit on how much TransCanada PipeLines Limited can invest in certain types of assets. If the company exceeds this limit, it would be prohibited from paying dividends. While TransCanada PipeLines Limited presently has significant capacity to invest in assets, many of the types of restricted assets are in businesses the company has targeted for future growth.

For example:

  • The covenant allows for investment in natural gas fired power generation, but restricts investment in power generated from other sources such as low cost hydroelectric or biomass.
  • The covenant may constrain investments of any kind, including investment in natural gas pipelines, if we share control of those investments with partners. Many opportunities for the expansion of our pipeline business may require partners - for example, new pipelines from the North as well as the potential for investment in existing pipelines in the United States.
  • The covenant could restrict us from buying all of a pipeline in the U. S. if that pipeline is required by its U. S. regulator to borrow from third parties.

Under the new holding company structure, TransCanada PipeLines Limited will continue to hold its existing assets and be subject to its existing liabilities, including liabilities to holders of its debt under its trust indentures. TransCanada Corporation is now the company that common shareholders own and it will be the Board of TransCanada Corporation that will declare common share dividends. TransCanada Corporation will not be bound by the covenant contained in the trust indentures of TransCanada PipeLines Limited.