• Pre-tax equity proceeds of approximately $750 million ($545 million) net for TC Energy

• Buyers will acquire approximately $345 million ($250 million) of outstanding senior notes

• Progress towards achieving the goal of divesting assets valued at $3 billion in 2024

CALGARY, Alberta, August 15, 2024 (GLOBE NEWSWIRE) — Press Release – TC Energy Corporation (TSX, NYSE: TRP) (“TC Energy” or the “Company”) and its partner Northern New England Investment Company, Inc., a subsidiary of Énergir LP (“Énergir”), today announced the successful completion of the sale of the Portland Natural Gas Transmission System (PNGTS). The gross purchase price of $1.14 billion includes $250 million of outstanding senior notes held by PNGTS and consolidated on TC Energy’s balance sheet, which were assumed by the purchasers.

“The completion of this transaction demonstrates that we continue to make progress in executing $3 billion in asset disposals and strengthening our balance sheet strength,” said François Poirier, President and CEO of TC Energy. “We remain focused on achieving our year-end cap rate of 4.75x debt to EBITDA and today’s announcement brings us one step closer to achieving that goal.”

The cash proceeds will be distributed pro rata according to the shares in PNGTS prior to the sale (TC Energy 61.7 percent, Énergir 38.3 percent). TC Energy will provide the usual transition services and will continue to work with the buyers on the safe and orderly transition of this important natural gas system.

About TC Energy
We are a team of over 7,000 energy problem solvers working to safely transport, generate and store the energy North America relies on. Today, we deliver solutions to the world’s toughest energy problems – from innovating to deliver the natural gas that powers LNG to global markets, to working to reduce emissions from our facilities, to partnering with our neighbors, customers and governments to build the energy system of the future. It’s all part of our efforts to continue to deliver sustainable returns to our investors and create value for the community.

TC Energy’s common shares trade on the Toronto (TSX) and New York Stock Exchanges (NYSE) under the symbol TRP. For more information, visit TCEnergy.com.

FORWARD-LOOKING INFORMATION
This release contains certain forward-looking information that is subject to important risks and uncertainties (such statements are typically accompanied by words such as “anticipate,” “expect,” “believe,” “could,” “will,” “should,” “estimate,” “intend” or other similar words). Forward-looking statements in this document are intended to provide holders of TC Energy securities and prospective investors with information about TC Energy and its subsidiaries, including management’s view of the future plans and financial prospects of TC Energy and its subsidiaries. All forward-looking statements reflect TC Energy’s beliefs and assumptions based on information available at the time the statements were made and are not guarantees of future performance. Because actual results may differ materially from the forward-looking information, you should not place undue reliance on forward-looking information and you should not use forward-looking information or financial prospects for any purpose other than for their intended purpose. We do not update our forward-looking information as a result of new information or future events, unless we are required by law to do so. For more information on the assumptions made and the risks and uncertainties that could cause actual results to differ from those anticipated, see TC Energy’s most recent quarterly report to shareholders and annual report filed under TC Energy’s profile on SEDAR+ at www.sedarplus.ca and with the U.S. Securities and Exchange Commission at www.sec.gov.

The story continues

Non-GAAP measures
This press release contains references to debt-to-EBITDA, a non-GAAP ratio calculated using adjusted debt and adjusted comparable EBITDA, both of which are non-GAAP measures. We believe debt-to-EBITDA provides investors with a useful credit metric because it reflects our ability to service our debt and other long-term obligations. These non-GAAP measures do not have a standardized meaning under GAAP and therefore may not be comparable to similar measures presented by other companies. These non-GAAP measures are calculated by adjusting certain GAAP measures for certain items that we believe are material but do not reflect our underlying operations in the period. These comparable measures are calculated on a consistent basis from period to period and are adjusted for certain items in each period, as applicable, unless otherwise described in the condensed consolidated financial statements and MD&A.

Comparable EBITDA for the Portland Natural Gas Transmission System for the years ended December 31, 2023 and 2022 was $104 million and $101 million, respectively. Comparable EBITDA for our U.S. Natural Gas Pipelines segment for the years ended December 31, 2023 and 2022 was $3.248 billion and $3.142 billion, respectively. Segment profits for our U.S. Natural Gas Pipelines segment for the years ended December 31, 2023 and 2022 were $3.531 billion and $2.617 billion, respectively. A reconciliation of comparable EBITDA to segment profits for our U.S. Natural Gas Pipelines segment for the years ended December 31, 2023 and 2022 can be found on pages 21, 50 and in the “Non-GAAP Measures” section of our Management’s Discussion and Analysis for the year ended December 31, 2023 (MD&A). These sections of the MD&A are hereby incorporated by reference. The MD&A can be found on SEDAR+ (www.sedarplus.ca) under TC Energy’s profile.

Adjusted debt is defined as the sum of total reported debt, including notes payable, long-term debt, the current portion of long-term debt and subordinated notes as reported on our consolidated balance sheets, and operating lease liabilities recorded on our consolidated balance sheets and 50 percent of preferred stock recorded on our consolidated balance sheets due to the debt-like nature of their contractual and financial obligations, less cash and cash equivalents as reported on our consolidated balance sheets and 50 percent of subordinated notes recorded on our consolidated balance sheets due to the equity-like nature of their contractual and financial obligations.

Adjusted comparable EBITDA is calculated as comparable EBITDA less operating lease costs included in “Facility Operating Expenses and Other” in our Consolidated Statements of Operations and adjusted for distributions received in excess of income from equity investments reported in our Consolidated Statements of Cash Flows, which better reflect the cash flows available to TC Energy to service our debt and other long-term obligations.

In the “Reconciliation” section below you will find the reconciliation of adjusted debt and adjusted comparable EBITDA for the years to 2023 and 2022.

reconciliation
Below you will find a reconciliation of adjusted debt and adjusted comparable EBITDA^I.

i Adjusted debt and adjusted comparable EBITDA are non-GAAP financial measures. Management methodology. The calculations of the individual rating agencies may vary.
ii 50% debt treatment on $2.5 billion of preferred stock as of December 31, 2023.
(iii) 50% capital treatment of US$10.3 billion of subordinated notes as of December 31, 2023. US dollar denominated notes converted as of December 31, 2023, US/Canada exchange rate of 1.32.
iv Comparable EBITDA is a non-GAAP financial measure. See the “Forward-Looking Information” and “Non-GAAP Measures” sections for further information.

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Media inquiries:
Press contact
[email protected]
403-920-7859 or 800-608-7859

Inquiries from investors and analysts:
Gavin Wylie / Hunter Mau
[email protected]
403-920-7911 or 800-361-6522

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