TransCanada Completes Columbia Pipeline Group Acquisition

By Brad Kramer July 1, 2016 View Profile

It’s official. After three and a half months since it was announced, TransCanada Corp. has acquired all of the outstanding shares of Columbia Pipeline Group Inc. for an aggregate purchase price of approximately $13 billion (USD), including the assumption of approximately $2.8 billion of debt.

Trading in Columbia shares on the New York Stock Exchange (NYSE) will be suspended effective as of the opening of trading July 1. Columbia has directed NYSE to file with the Securities and Exchange Commission a Form 25 on Columbia’s behalf to commence the process of delisting shares of Columbia stock from the NYSE and terminating the registration of such shares under the Securities Exchange Act of 1934.

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Effective July 4, the first Canadian business day following the acquisition closing date, the subscription receipts issued on April 1 to fund a portion of the purchase price for Columbia will automatically be exchanged for TransCanada common shares in accordance with the terms of the subscription receipt agreement.

TransCanada expects that trading in the subscription receipts will be halted on the Toronto Stock Exchange (TSX) prior to market opening on July 4 that the transfer register maintained by the subscription receipt agent will be closed and that the subscription receipts will be delisted by the TSX after close of trading that day. The common shares to be issued on the exchange of the subscription receipts are expected to begin trading on the TSX on July 4 and on the New York Stock Exchange on July 5.

Holders of subscription receipts as of June 30 will remain entitled to receive a dividend equivalent payment on July 29 of $0.565 per subscription receipt that they held on June 30.

With the completion of the acquisition, TransCanada will focus its attention on integrating Columbia’s business. TransCanada has retained a financial advisor to assist in a review of strategic alternatives for its master limited partnership (MLP) holdings, in order to identify the strategy that best positions TransCanada for the long term. The Company will carefully review its integrated business plan including future financial needs and expects to be in a position to communicate its determination regarding the future of TC PipeLines LP and Columbia Pipeline Partners LP later in 2016. The company does not anticipate any dropdowns to the MLPs until the review has been completed.

TransCanada announced the acquisition of Columbia Pipeline Group on March 17.