AGREEMENT AND PLAN OF MERGER Among TC PIPELINES, LP, TC PIPELINES GP, INC., TC ENERGY CORPORATION, TRANSCAN NORTHERN LTD, TransCanada Pipeline USA Ltd., and TCP MERGER SUB, LLC Dated as of December 14, 2020Merger Agreement • December 15th, 2020 • Tc Pipelines Lp • Natural gas transmission • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 14, 2020, is entered into by and among TC PipeLines, LP, a Delaware limited partnership (the “Partnership”), TC PipeLines GP, Inc., a Delaware corporation and the general partner of the Partnership (the “General Partner”), TC Energy Corporation, a Canadian corporation (“Parent”), TransCan Northern Ltd., a Delaware corporation (“TC Northern”), TransCanada PipeLine USA Ltd., a Nevada corporation (“TC PipeLine USA” together with Parent and TC Northern, the “Parent Parties”) and TCP Merger Sub, LLC, a Delaware limited liability company and an indirect wholly owned Subsidiary of Parent (“Merger Sub” together with the Partnership, the General Partner, the Parent Parties, the “Parties” and each, a “Party”).
