TransCanada PipeLines Limited (TCPL) is a wholly owned subsidiary of TransCanada Corporation (TransCanada). TCPL is relying on the continuous disclosure documents filed by TransCanada pursuant to an exemption from the requirements of National Instrument 51-102 - Continuous Disclosure Obligations and as provided in the decision of the Alberta Securities Commission and the Ontario Securities Commission in Re TransCanada Corporation, 2019 ABASC1. On February 14, 2019, TCPL filed a notice on SEDAR to confirm its reliance on the exemptive relief which can be found here.
The impact of the exemptive relief is that TCPL will no longer be required to file various continuous disclosure documents, including annual financial statements, interim financial reports, management's discussion and analysis, an annual information form, news releases, material change reports, business acquisition reports and executive compensation disclosure; so long as the exemptive relief remains in effect. Continuous disclosure documents can be found for viewing in electronic format at www.sedar.com under the company profile for TransCanada and here.
On March 5, 2014, TCPL was delisted from the Toronto Stock Exchange, as its outstanding preferred shares were redeemed. The information on this page is historical and will not be updated. If you would like to review more recent TCPL regulatory filings and financial reports, please visit SEDAR.
If you hold TCPL preferred shares that you have not yet redeemed, please contact our transfer agent.
On July 1, 2016, TransCanada Corporation completed the transaction to acquire all of the outstanding shares of Columbia Pipeline Group, Inc. (NYSE: CPGX) (Columbia) for an aggregate purchase price of approximately US$13 billion, including the assumption of approximately US$2.8 billion of debt.
Previous to the TransCanada 2016 acquisition of CPG, on July 1, 2015, NiSource “spun off” its ownership interest in CPG to NiSource shareholders via a special dividend in the form of shares of CPG common stock, leaving CPG a separate, publicly traded company. The aggregate tax basis in your shares of NiSource common stock before the separation will be allocated between the NiSource and CPG common stock held after the separation in proportion to their relative fair market values immediately following the separation. One method for determining relative fair market value would be to use the fair market value for NI and CPGX stock at the close of business on July 2, 2015, the first day of regular trading of CPGX stock. Additional information to assist investors with this process is available here (PDF, 417 KB). Investors are encouraged to consult with their financial and tax advisors for additional information on calculating tax basis for individual investments.
The distribution agent, transfer agent, and registrar for CPG common stock is Computershare. For questions relating to the transfer or mechanics of the stock distribution, shareholders may contact Computershare at 866-442-9120 or write to:
P.O. Box 30170
College Station, TX
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 email them to us and we'll do our best to answer them.
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.
|Common Shares (TSX & NYSE) – no change||TRP||TRP|
|Preferred Shares (TSX)|
|Preferred Securities (NYSE)|
|8.75% (no change)||TCL.Pr||TCL.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.
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.
On July 2, 1998, TransCanada (then called TransCanada PipeLines Limited or “TCPL”) and NOVA Corporation merged and then split off the commodity chemicals business carried on by NOVA into a separate public company, NOVA Chemicals.
Re: Determination of Fair Market Value of Shares on July 2, 1998
As was stated in the Canadian income tax section set out on pages 66 - 70 of the Joint Management Information Circular dated May 19, 1998 (the "Joint Information Circular"), the determination of the fair market value of certain shares is relevant to the shareholders of NOVA and TransCanada in determining the Canadian income tax consequences of the transactions described in the Plan of Agreement (the "Plan"), which became effective on July 2, 1998.
All capitalized terms not otherwise defined herein have the same meanings as set out in the Joint Information Circular.Revenue Canada may accept a number of different approaches in valuing shares of a public company at a particular time. For your information, NOVA and TransCanada are presently planning for purposes of their respective Canadian tax filings to determine the fair market value of the publicly traded shares by reference to the ten day weighted average prices as transacted on The Toronto Stock Exchange.
Based on a valuation approach derived from the use of ten day weighted average prices, the fair market values were:
|NOVA Common Share (pre-merger)||$16.90|
|TransCanada Common Share||$32.50|
|NOVA Common Share (post-merger) (referred to in the Joint Information Circular as a NOVA Chemicals Common Share)||$27.85|
Using this valuation approach,
The above information is being provided in light of numerous requests received by both companies from Canadian shareholders. This letter is not intended to be a substitute for the description of tax consequences in the Joint Information Circular and should not be construed to be legal, business, tax or valuation advice to any particular shareholder. Accordingly, shareholders should consult their own advisors as to the tax consequences to them of the Plan in their circumstances, particularly if a shareholder wishes to consider adopting a different valuation approach.
In addition to the foregoing, NOVA will be sending its shareholders T5 income tax reporting slips for purposes of reporting the deemed dividend arising on the cash payment in lieu of (and on the cancellation of) an interest in a fractional share as described on page 68 of the Joint Information Circular.If you have any questions with respect to any of the foregoing, please contact NOVA at 1.800.522.1721 or TransCanada at 1.800.361.6522.
Re: Determination of Fair Market Value of Shares on July 2, 1998
The plan of Arrangement (the "Plan") involving NOVA Corporation ("NOVA") and TransCanada PipeLines Limited ("TransCanada") described in the Joint Management Information Circular dated May 19, 1998 (the "Joint Information Circular") became effective on July 2, 1998 (the "Effective Date"). As stated in the United States income tax section, set forth on pages 70 - 75 of the Joint Information Circular, the fair market value of a common share of NOVA on the Effective Date after consummation of the Plan (a "NOVA common share" which is referred to in the Joint Information Circular as a NOVA Chemicals Common Share) and the fair market value of a common share of TransCanada without giving effect to the distribution of the NOVA Common Shares (a "TransCanada Common Share") is relevant to shareholders of TransCanada and NOVA for purposes of determining certain United States federal income tax consequences to them of the Plan. The purpose of this letter is to provide information regarding estimates of such fair market values.
All capitalized terms not otherwise defined herein have the same meanings as set out in the Joint Information Circular.
The Internal Revenue Service may accept different approaches in valuing shares of a publicly-traded company at a particular time.
Based on discussions with US tax counsel, we believe that it would be reasonable to use the following amounts (which are expressed in United States dollars) as estimates of fair market value:
|TransCanada Common Share||$22.23|
|NOVA Common Share (referred to in the Joint Information Circular as a NOVA Chemicals Common Share)||$20.89|
The estimated fair market value of a TransCanada Common Share was derived from the simple average of the high and low trading prices on the Toronto Stock Exchange on July 2, 1998. The estimated fair market value of a NOVA Common Share (referred to in the Joint Information Circular as a NOVA Chemicals Common Share) was derived from the opening trading price on the Toronto Stock Exchange on July 3, 1998. These amounts were converted to United States dollars based on the mid-day exchange rate in effect on the particular date.
Using these estimated values,
TransCanada intends to report to United States shareholders in February 1999 the portion of the fair market value of a NOVA Common Share (referred to in the Joint Information Circular as a NOVA Chemicals Common Share) that should be treated as a dividend for US federal income tax purposes.
The above information is being provided in light of numerous requests received by both companies from United States shareholders. This letter is not intended to be a substitute for the description of tax consequences in the Joint Information Circular and should not be construed to be legal, business, tax or valuation advice to any particular shareholder. We believe that the use of the trading prices set forth above is a reasonable approach to estimate the fair market values of a TransCanada Common Share and a NOVA Common Share for purposes of determining certain United States federal income tax consequences of the Plan; however, as stated above, other approaches could be utilized for this purpose. Accordingly, shareholders should review the United States tax section in the Joint Information Circular and should consult their own advisors as to the tax consequences to them of the Plan in their particular circumstances, particularly if a shareholder wishes to consider adopting a different valuation approach.
In addition to the forgoing, NOVA will be sending its United States shareholders NR4 supplementary income tax reporting slips for purposes of reporting for Canadian federal income tax purposes the deemed dividend and related non-resident withholding tax arising on the cash payment in lieu of (and on the cancellation of) an interest in a fractional share as described on page 70 of the Joint Information Circular.
If you have any questions with respect to any of the foregoing, please contact NOVA 1.800.522.1721 or TransCanada at 1.800.361.6522.
There have been two stock splits in TransCanada’s history:
|June 12, 1974||
|February 20, 1984||