TC PipeLines, LP (NYSE:TCP) Files An 8-K Entry into a Material Definitive Agreement

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TC PipeLines, LP (NYSE:TCP) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material
Definitive Agreement

On May22, 2017, TC PipeLines, LP (the Partnership) and TC
PipeLines GP,Inc. entered into an underwriting agreement (the
Underwriting Agreement) with Merrill Lynch, Pierce, Fenner Smith
Incorporated and MUFG Securities Americas Inc., as
representatives for the several underwriters, relating to the
sale of $500,000,000 aggregate principal amount of the
Partnerships 3.900% Senior Notes due 2027 (the Notes).

The Underwriting Agreement contains customary representations,
warranties and agreements of the Partnership and certain
affiliates, and customary conditions to closing, indemnification
rights, obligations of the parties and termination provisions.
The foregoing description of the Underwriting Agreement is
qualified in its entirety by reference to the Underwriting
Agreement, a copy of which is filed as Exhibit1.1 hereto, and is
incorporated herein by reference.

The terms of the Notes are governed by the Indenture, dated as of
June17, 2011 (the Base Indenture), by and among the Partnership
and The Bank of New York Mellon, as trustee (the Trustee), as
amended and supplemented by the Third Supplemental Indenture,
dated as of May25, 2017 (the Supplemental Indenture), by and
among the Partnership and the Trustee, setting forth the specific
terms applicable to the Notes.

Other material terms of the Notes, the Base Indenture and the
Supplemental Indenture are described in the prospectus supplement
forming a part of the prospectus dated May22, 2017, as filed by
the Partnership with the Securities and Exchange Commission on
May23, 2017. The foregoing description of the Supplemental
Indenture is qualified in its entirety by reference to the full
text of such Supplemental Indenture, a copy of which is filed as
Exhibit4.2 hereto, and is incorporated herein by reference.

Item 8.01 Other Events.

On May25, 2017, the Partnership completed its sale of
$500,000,000 aggregate principal amount of its 3.900% Senior
Notes due 2027. For further information concerning the Notes,
refer to the exhibits attached to this report.

Item 9.01 Financial Statements and
Exhibits
.

(d)Exhibits

ExhibitNo.

Description

1.1

Underwriting Agreement, dated May22, 2017, in connection
with the offering of $500,000,000 aggregate principal
amount of 3.900% Senior Notes due 2027.

4.1

Indenture, dated as of June17, 2011, between the
Partnership and The Bank of New York Mellon, as trustee
(incorporated by reference to Exhibit4.1 to TC PipeLines,
LPs Form8-K filed on June17, 2011 (File No.000-26091)).

4.2

Third Supplemental Indenture, dated as of May25, 2017,
relating to the issuance of $500,000,000 aggregate
principal amount of 3.900% Senior Notes due 2027.

4.3

Specimen of 3.900% Senior Notes due 2027 (included as
ExhibitA to the Supplemental Indenture filed as Exhibit4.2
hereto).

5.1

Opinion of Vinson Elkins L.L.P.

23.1

Consent of Vinson Elkins L.L.P. (included in Exhibit5.1).


About TC PipeLines, LP (NYSE:TCP)

TC PipeLines, LP is a limited partnership company that acquires, owns and participates in the management of energy infrastructure businesses in North America. The Company’s pipeline systems transport natural gas in the United States. The Company has approximately four pipelines and equity ownership interests in over three natural gas interstate pipeline systems that are collectively designed to transport natural gas from producing regions and import facilities to market hubs, and consuming markets primarily in the Western, Midwestern and Eastern United States. All of its pipeline systems are operated by subsidiaries of TransCanada. Its pipeline systems include Gas Transmission Northwest LLC (GTN), Northern Border Pipeline Company (Northern Border), Bison Pipeline LLC (Bison), Great Lakes Gas Transmission Limited Partnership (Great Lakes), North Baja Pipeline, LLC (North Baja), Tuscarora Gas Transmission Company (Tuscarora) and Portland Natural Gas Transmission System (PNGTS).

TC PipeLines, LP (NYSE:TCP) Recent Trading Information

TC PipeLines, LP (NYSE:TCP) closed its last trading session down -0.59 at 57.59 with 77,608 shares trading hands.