The Securities Commission has granted TransCanada Pipelines Limited (the Filer) an exemption from the prospectus requirement for the distribution of certain commercial paper/short-term debt instruments in Canada. This exemption is conditional and is based on the Filer’s inability to meet the credit rating threshold condition required by section 2.35 of National Instrument 45-106 Prospectus Exemptions (NI 45-106) following a downgrade by DBRS Limited on July 25, 2023.
Key points include:
– The Filer is a corporation with common shares owned by TC Energy Corporation, both of which are reporting issuers in good standing in all Canadian jurisdictions.
– The Filer’s commercial paper program involves selling negotiable promissory notes or commercial paper with a maturity of no more than one year from the date of issue.
– The Filer’s commercial paper previously met the credit rating requirements of NI 45-106 but can no longer do so due to the downgrade.
– The exemption allows the Filer to resume distributions under its commercial paper program to accredited investors, excluding certain individuals and entities as defined in NI 45-106.
– Trades must be made through registered investment dealers to qualified purchasers in Canada.
– The granted exemption is subject to conditions, including credit rating requirements, purchaser qualifications, and dealer agreements to follow specified procedures.
– The exemption is valid until July 31, 2028.
The decision was made by the Alberta Securities Commission as the principal regulator, in conjunction with the Ontario Securities Commission, and relies on the Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions.