TNCAF TC Energy Corporation (PK)

SUMMARY

        This summary highlights information contained elsewhere in this proxy statement/prospectus and may not contain all of the information that might be important to you. TC PipeLines and TC Energy urge you to read carefully the remainder of this proxy statement/prospectus, including the attached annexes, the documents incorporated by reference into this proxy statement/prospectus and the other documents to which TC PipeLines and TC Energy have referred you. You may obtain the information incorporated by reference in this proxy statement/prospectus without charge by following the instructions in the section entitled "Where You Can Find Additional Information." Each item in this summary includes a page reference to direct you to a more complete description of the topics presented in this summary.

Information about the Companies (page 83)

TC Energy Corporation

450 - 1st Street S.W.
Calgary, Alberta, Canada T2P 5H1
(403) 920-2000

        TC Energy, incorporated under the laws of Canada, is a leader in the responsible development and reliable operation of North American energy infrastructure, including natural gas and liquids pipelines, power generation and gas storage facilities. TC Energy operates three core businesses—Natural Gas Pipelines, Liquids Pipelines and Power and Storage. Natural Gas Pipelines and Liquids Pipelines are principally comprised of TC Energy's respective natural gas and liquids pipelines in Canada, the U.S. and Mexico, as well as TC Energy's regulated natural gas storage operations in the U.S. Power and Storage includes TC Energy's power operations and TC Energy's unregulated natural gas storage business in Canada.

        TC Energy is a public company trading on both the TSX and the NYSE under the ticker symbol "TRP." TC Energy also has outstanding preferred shares that trade on TSX. TC Energy's principal executive offices are located at 450 - 1st Street S.W., Calgary, Alberta, Canada T2P 5H1, and its telephone number is (403) 920-2000.

        Additional information about TC Energy can be found on its website at http://www.TC Energy.com. The information contained in, or that can be accessed through, TC Energy's website is not intended to be incorporated into this proxy statement/prospectus. For additional information about TC Energy, see the section entitled "Where You Can Find Additional Information."

TCP Merger Sub, LLC

c/o TransCanada PipeLine USA Ltd.
700 Louisiana Street, Suite 1300
Houston, Texas 77002-2761
(832) 320-5000

        Merger Sub, a Delaware limited liability company and an indirect wholly owned subsidiary of TC Energy, was formed solely for the purpose of facilitating the Merger. Merger Sub has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the transactions contemplated by the Merger Agreement. By operation of the Merger, Merger Sub will be merged with and into TC PipeLines. As a result, TC PipeLines will survive the Merger as an indirect, wholly owned subsidiary of TC Energy. Upon completion of the Merger, Merger Sub will cease to exist as a separate entity.

        Merger Sub's principal executive offices are located at 700 Louisiana Street, Suite 1300, Houston, Texas 77002-2761, and its telephone number is (832) 320-5000.

TC PipeLines, LP

700 Louisiana Street, Suite 1300
Houston, Texas 77002-2761
(877) 290-2772

        TC PipeLines is a Delaware limited partnership. TC PipeLines was formed by TransCanada PipeLines Limited, a wholly owned subsidiary of TC Energy, to acquire, own and participate in the management of energy infrastructure assets in the United States. TC PipeLines owns interests in eight federally regulated U.S. interstate natural gas pipelines that are collectively designed to transport approximately 10.9 billion cubic feet per day of natural gas from producing regions and import facilities to market hubs and consuming markets primarily in the Western, Midwestern and Northeastern United States.

        TC PipeLines is a publicly traded partnership trading on the NYSE under the ticker symbol "TCP." TC PipeLines' principal executive offices are located at 700 Louisiana Street, Suite 1300, Houston, Texas 77002-2761, and its telephone number is (877) 290-2772.

        Additional information about TC PipeLines can be found on its website at http://www.tcpipelineslp.com. The information contained in, or that can be accessed through, TC PipeLines' website is not intended to be incorporated into this proxy statement/prospectus. For additional information about TC PipeLines, see the section entitled "Where You Can Find Additional Information."

The Merger Agreement (page 85)

        The terms and conditions of the Merger are contained in the Merger Agreement, which is attached to this document as Annex A and is incorporated by reference herein in its entirety. You are encouraged to read the Merger Agreement carefully, as it is the legal document that governs the Merger.

        The Conflicts Committee and GP Board have unanimously approved the Merger Agreement. The Merger Agreement provides for the acquisition by TC Energy of the outstanding TC PipeLines common units not already owned by TC Energy and its subsidiaries through the merger of Merger Sub, an indirect, wholly owned subsidiary of TC Energy, with and into TC PipeLines with TC PipeLines continuing as the surviving entity. Each Unaffiliated TCP Unitholder will be entitled to receive 0.70 TC Energy common shares in exchange for each TC PipeLines common unit that such holder owns immediately prior to the effective time of the Merger.

Merger Consideration (page 39)

        Upon the terms and subject to the conditions set forth in the Merger Agreement, each eligible unit will be cancelled in exchange for the right to receive 0.70 of a validly issued, fully paid and non-assessable TC Energy common share (the merger consideration). For additional information, see the section entitled "The Merger Agreement—Merger Consideration."

Recommendation of the GP Board (page 50)

        Based upon the recommendation of the Conflicts Committee, the GP Board has, acting in good faith, unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby are fair and reasonable to, and in the best interests of, TC PipeLines and the Unaffiliated TCP Unitholders,(ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, and (iii) approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger. The GP Board has directed that the Merger Agreement be submitted to the limited partners of TC PipeLines for their

approval at the special meeting. The GP Board recommends that the limited partners of TC PipeLines approve the Merger Agreement and the transactions contemplated thereby, including the Merger. For a further discussion of the recommendation of the GP Board, please read the section titled "The Merger Proposal—Recommendation of the GP Board."

Reasons for the Recommendation of the Conflicts Committee (page 50)

        The Conflicts Committee conducted a review and evaluation of the Merger and negotiated with TC Energy and its representatives on behalf of TC PipeLines and the Unaffiliated TCP Unitholders with respect to the Merger Agreement. The Conflicts Committee has, acting in good faith, unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair and reasonable to, and in the best interests of, TC PipeLines and the Unaffiliated TCP Unitholders, and approved the Merger Agreement and the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement. This action of the Conflicts Committee constitutes "Special Approval" of the Merger Agreement and the transactions contemplated thereby, including the Merger, under the TCP Partnership Agreement. The Conflicts Committee recommended that (i) the GP Board approve the Merger Agreement and the transactions contemplated thereby, including the Merger, (ii) the GP Board approve the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, and (iii) the GP Board recommend that the limited partners of TC PipeLines approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and direct that the Merger Agreement be submitted to a vote of the limited partners of TC PipeLines for their approval at a special meeting and that the GP Board recommend to the limited partners that the limited partners approve the Merger Agreement and the Merger. For a further discussion of the recommendation of the Conflicts Committee, please read the section titled "The Merger Proposal—Reasons for the Recommendation of the Conflicts Committee."

Comparative Per Share and Per Unit Market Price Information (page 18)

        The following table presents the closing price per TC Energy common share on the TSX and the NYSE and the closing price per TC PipeLines common unit on the NYSE on (a) December 14, 2020, the last full trading day prior to the public announcement of the Merger Agreement, and (b) [            ], 2021, the last practicable trading day prior to the mailing of this proxy statement/prospectus. This table also shows the implied value of the merger consideration payable for each TC PipeLines common unit, which was calculated by multiplying the closing price of TC Energy common shares on the NYSE on those dates by the exchange ratio.

Opinion of the Financial Advisor of the Conflicts Committee (page 54)

        In connection with the proposed merger, Evercore Group L.L.C. ("Evercore") delivered a written opinion, dated as of December 14, 2020, to the Conflicts Committee as to the fairness, from a financial point of view, to TC PipeLines and the Unaffiliated TCP Unitholders, as of the date of the opinion, of

the exchange ratio. The full text of the written opinion of Evercore, dated as of December 14, 2020, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached as Annex B to this proxy statement/prospectus. You are urged to read Evercore's opinion carefully and in its entirety. Evercore's opinion was addressed to, and provided for the information and benefit of the Conflicts Committee in connection with its evaluation of the fairness of the exchange ratio from a financial point of view, and did not address any other aspects or implications of the Merger. The summary of the Evercore opinion set forth herein is qualified in its entirety by reference to the full text of the opinion included as Annex B.

        For a description of the opinion that the Conflicts Committee received from Evercore, see "The Merger Proposal—Opinion of the Financial Advisor of the Conflicts Committee."

The Special Meeting (page 33)

Date, Time and Place of the Special Meeting

        The special meeting of TC PipeLines unitholders will be held virtually via live webcast online on [            ], 2021, at [            ] [a.m.]/[p.m.], Central Time.

        The special meeting can be accessed by visiting [            ], where TC PipeLines unitholders will be able to participate and vote online. TC PipeLines encourages its unitholders to access the meeting prior to the start time leaving ample time for check-in. Please follow the instructions as outlined in this proxy statement/prospectus.

        TC PipeLines has chosen to hold the special meeting solely via live webcast and not in a physical location given the current public health impact of COVID-19 and its desire to promote the health and safety of its unitholders, directors, officers, employees and other constituents.

Record Date and Outstanding TC PipeLines common units

        Only TC PipeLines unitholders of record as of the record date will be entitled to receive notice of, and to vote at, the special meeting or at any adjournment or postponement thereof.

        As of the close of business on the record date, there were [            ] TC PipeLines common units issued and outstanding and entitled to vote at the special meeting. Each TC PipeLines unitholder is entitled to one vote for each TC PipeLines common unit owned as of the record date.

        A complete list of holders of TC PipeLines common units entitled to vote at the special meeting will be available for a period of 10 days prior to the special meeting at the offices of TC PipeLines, located at 700 Louisiana Street, Suite 1300, Houston, Texas 77002-2761, for inspection by any unitholder, for any purpose germane to the special meeting, during usual business hours. If you would like to inspect the list of TC PipeLines unitholders of record, please call the Investor Relations department at (877) 290-2772 to schedule an appointment or request access. A certified list of eligible TC PipeLines unitholders will be available for inspection during the special meeting, which may be accessed using the above web address and by entering the control number provided on your proxy card, voting instruction form or notice.

Quorum

        The holders of a majority of the outstanding TC PipeLines common units must be present virtually or by proxy at the special meeting in order to constitute a quorum. If you submit a properly executed proxy card or vote by telephone or the Internet, you will be considered part of the quorum.

        Abstentions will be deemed present and entitled to vote at the special meeting for the purpose of determining the presence of a quorum. TC PipeLines common units held in "street name" with respect

to which the beneficial owner fails to give voting instructions to the bank, broker or other nominee, and TC PipeLines common units with respect to which the beneficial owner otherwise fails to vote, will not be considered present and entitled to vote at the special meeting for the purpose of determining the presence of a quorum.

        If a quorum is not present or if there are not sufficient votes for the approval of the merger proposal, TC PipeLines expects that the special meeting will be adjourned to solicit additional proxies. At any subsequent reconvening of the special meeting, all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the special meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting.

Required Vote

        Approval of the merger proposal requires the affirmative vote of holders of a majority of the outstanding TC PipeLines common units entitled to vote on the merger proposal. Therefore, if you do not vote your TC PipeLines common units, abstain from voting or fail to instruct your bank, broker or other nominee to vote on the merger proposal, it will have the same effect as a vote "AGAINST" the merger proposal.

        TC Energy and its affiliates held, as of [            ], 2021, 17,084,831 TC PipeLines common units, all of which will be voted to approve the merger proposal.

        The approval of the merger proposal does not require the affirmative vote or consent of the holders of TC PipeLines' Class B units or Incentive Distribution Rights ("IDRs").

Voting by Directors and Executive Officers

        As of the record date for the special meeting, the directors and executive officers of TCP GP had the right to vote approximately [            ] TC PipeLines common units, representing less than 1% of the TC PipeLines common units then outstanding and entitled to vote at the special meeting. It is expected that the directors and executive officers of TCP GP who are TC PipeLines unitholders will vote "FOR" the merger proposal, although none of them has entered into any agreement requiring them to do so. As of the record date, TC Energy directors and executive officers beneficially owned approximately [            ] TC PipeLines common units, which is less than 1% of the TC PipeLines common units then outstanding and entitled to vote.

Risk Factors (page 24)

        The Merger and an investment in TC Energy common shares involve risks, some of which are related to the Merger. In considering the Merger, you should carefully consider the information about these risks set forth under the section entitled "Risk Factors," together with the other information included or incorporated by reference in this proxy statement/prospectus.

Listing of TC Energy Common Shares (page 68)

        The completion of the Merger is conditioned upon the approval for listing of TC Energy common shares issuable pursuant to the Merger Agreement on the TSX and the NYSE, subject to official notice of issuance.

Delisting and Deregistration of TC PipeLines Common Units (page 68)

        As promptly as practicable after the effective time, the TC PipeLines common units currently listed on the NYSE will cease to be listed on the NYSE and will be deregistered under the Exchange Act.

Material U.S. Federal Income Tax Consequences of the Merger (page 73)

        The receipt of TC Energy common shares and cash in lieu of fractional shares, if any, in exchange for the TC PipeLines common units pursuant to the Merger Agreement is expected to be a taxable transaction for U.S. federal income tax purposes to U.S. holders (as defined in the section titled "Material U.S. Federal Income Tax Consequences of the Merger").

        In such case, a U.S. holder who receives TC Energy common shares and cash in lieu of fractional shares, if any, in exchange for TC PipeLines common units pursuant to the Merger will recognize gain or loss in an amount equal to the difference between:

•

the sum of (i) the fair market value of TC Energy common shares received, (ii) the amount of any cash received, and (iii) such U.S. holder's share of TC PipeLines' nonrecourse liabilities immediately prior to the Merger; and



•

such U.S. holder's adjusted tax basis in the TC PipeLines common units exchanged therefor (which includes such U.S. holder's share of TC PipeLines' nonrecourse liabilities immediately prior to the Merger).

        Gain or loss recognized by a U.S. holder will generally be taxable as capital gain or loss. However, a portion of this gain or loss, which portion could be substantial, will be separately computed and taxed as ordinary income or loss under Section 751 of the Internal Revenue Code of 1986, as amended (the "Code"), to the extent attributable to assets giving rise to depreciation recapture or other "unrealized receivables" or to "inventory items" owned by TC PipeLines and its subsidiaries. Passive losses that were not deductible by a U.S. holder in prior taxable periods may become available to offset a portion of the gain recognized by such U.S. holder in connection with the Merger.

        The U.S. federal income tax consequences of the Merger to a TC PipeLines unitholder will depend on such common unitholder's own personal tax situation. Accordingly, each TC PipeLines unitholder is strongly urged to consult its tax advisor for a full understanding of the particular tax consequences of the Merger to such common unitholder.

        For additional information, read the section titled "Material U.S. Federal Income Tax Consequences of the Merger."

Material Canadian Federal Income Tax Consequences of the Merger (page 80)

        A Non-Canadian Resident Holder will not be subject to tax under the Canadian Tax Act on any capital gain realized on a disposition of TC PipeLines common units pursuant to the Merger unless the TC PipeLines common units are "taxable Canadian property", and are not "treaty-protected property" (as those terms are defined in the Canadian Tax Act) of the Non-Canadian Resident Holder, at the time of the disposition. See the section titled "Material Canadian Federal Income Tax Consequences of the Merger."

Accounting Treatment of the Merger (page 70)

        The Merger will be accounted for in accordance with Financial Accounting Standards Board Accounting Standards Codification (ASC) 810, Consolidation. Because TC Energy will have controlled TC PipeLines both before and after the completion of the Merger, the changes in TC Energy's ownership interest in TC PipeLines will be accounted for as an equity transaction and no gain or loss will be recognized in its condensed consolidated statements of earnings as a result of the Merger. In addition, consistent with ASC 740, Income Taxes, the income tax effects of the Merger are presented in additional paid-in capital.

Regulatory Approvals Required for the Merger (page 70)

        To complete the Merger and the other transactions contemplated by the Merger Agreement, TC PipeLines and TC Energy must make and deliver certain filings, submissions and notices to obtain required authorizations, approvals, consents or expiration of waiting periods from U.S. governmental and regulatory bodies, antitrust and other regulatory authorities. TC PipeLines and TC Energy have each agreed to use their reasonable best efforts to obtain clearance under the HSR Act and the DPA and their best efforts to obtain and maintain all other regulatory approvals necessary to complete the merger and the other transactions contemplated by the Merger Agreement. TC PipeLines and TC Energy are not currently aware of any material governmental filings, authorizations, approvals or consents that are required prior to the parties' completion of the Merger other than those described in this proxy statement/prospectus. There can be no assurance, however, if and when any of the approvals required to be obtained for the Merger and the other transactions contemplated by the Merger Agreement will be obtained or as to the conditions or limitations that such approvals may contain or impose.

        To complete the Merger, TC PipeLines and TC Energy must make certain filings, submissions and notices to obtain required authorizations, approvals, consents or expiration or termination of waiting periods from U.S. governmental and regulatory bodies, including antitrust and other regulatory authorities. TC PipeLines and TC Energy are not currently aware of any material governmental filings, authorizations, approvals or consents that are required prior to the parties' completion of the Merger other than those described in the section entitled "The Merger Proposal—Regulatory Approvals Required for the Merger."

HSR Act and U.S. Antitrust Rules

        Completion of the Merger is subject to antitrust review in the United States. Under the HSR Act and the rules promulgated thereunder, the Merger cannot be completed until the parties to the Merger Agreement have given notification and furnished information to the Federal Trade Commission, which we refer to as the "FTC," and the Antitrust Division of the U.S. Department of Justice, which we refer to as the "DOJ," and until the applicable waiting period (or any extension of the waiting period) has expired or has been terminated.

        On December 23, 2020, TC PipeLines and TC Energy each filed a pre-merger notification and report form under the HSR Act.

        The Merger Agreement requires TC PipeLines and TC Energy to cooperate and use (and cause their respective subsidiaries to use) their reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable to complete the Merger as soon as reasonably practicable. TC PipeLines and TC Energy must use reasonable best efforts to take all other actions necessary cause the expiration or termination of any applicable waiting periods under the HSR Act and to obtain approvals or consents under any other applicable antitrust laws as soon as practicable.

CFIUS

        Completion of the Merger is subject to CFIUS assessment in the United States. Under the terms of the Merger Agreement, the Merger cannot be completed until TC PipeLines and TC Energy obtain the CFIUS approval. For purposes of the Merger Agreement, "CFIUS approval" means: (a) written notice issued by CFIUS that (i) none of the transactions contemplated by the merger agreement constitute a "covered transaction" under the DPA; or (ii) CFIUS has concluded an assessment, review or investigation of the CFIUS filing under the DPA and there are no unresolved national security concerns with respect to the transactions contemplated by the Merger Agreement; or (iii) CFIUS is not able to complete action under the DPA with respect to the transactions contemplated by the merger

agreement on the basis of the CFIUS Declaration (as defined below) and that the parties may file a CFIUS notice in accordance with 31 C.F.R. part 800, subpart E(the "CFIUS Notice"), but CFIUS has not requested that the Parties submit a CFIUS Notice and has not initiated a unilateral CFIUS review of the transactions contemplated by the merger agreement under the DPA; or (b) if CFIUS has sent a report to the President of the United States requesting the President's decision on the CFIUS Notice, then (i) the President has announced a decision not to take any action to suspend or prohibit the transactions contemplated by the Merger Agreement, or (ii) the President has not taken any action after 15 days from the date the President received such report from CFIUS.

        The Merger Agreement provides for TC PipeLines and TC Energy to cooperate regarding the preparation and filing with CFIUS of a joint declaration in connection with the Merger. Upon acceptance of such a declaration, CFIUS will initiate a 30-day assessment period, at the end of which, if it determines that there are no unresolved national security concerns, CFIUS will conclude all action under the DPA. Alternatively, CFIUS may inform the parties that it is not able to conclude action under the DPA with respect to the transaction on the basis of the declaration and that the parties may opt to file a written notice to seek written notification from CFIUS that CFIUS has concluded all action under the DPA with respect to the transaction. If CFIUS has reason to believe that the transaction may raise national security considerations, CFIUS may (a) request that the parties file a written notice; or (b) initiate a unilateral review of the transaction.

        In the event that the CFIUS process is required to proceed to a second-stage review, upon the acceptance of a notice, or in CFIUS' unilateral discretion, CFIUS will initiate a 45 calendar day review period, at the end of which, if it determines that there are no unresolved national security concerns, it will conclude all action under the DPA. If CFIUS determines that certain circumstances warrant additional review at the end of the initial 45-day review period, CFIUS will commence an investigation for up to an additional 45 days. In extraordinary circumstances, CFIUS may extend the investigation period by an additional 15 days. If CFIUS has no unresolved national security concerns at the end of the investigation, it will inform the parties it has concluded all action under the DPA. If CFIUS has unresolved national security concerns at the end of the investigation, it may send a report to the President of the United States, who may act to suspend or prohibit the transaction. The President of the United States has 15 days to act upon receiving the report from CFIUS. In certain cases, the parties may request permission to voluntarily withdraw and refile their CFIUS Notice in order to start a new review and investigation period that will allow more time to address national security concerns, rather than have the matter referred to the President of the United States. If the CFIUS Notice is refiled, the process may be extended by 45 to 90 days, depending on how much time is needed and whether CFIUS starts its review of the re-filed CFIUS Notice at the beginning of the review period or accelerates its review directly to the investigation stage. At any time during the course of the CFIUS review or investigation, CFIUS may request that the parties take actions to mitigate any national security concerns it has identified. Where CFIUS has completed all action with respect to the transaction or the President of the United States has announced a decision not to exercise his authority under the DPA with respect to the transaction, the President and CFIUS shall not further exercise the authority available to them under the DPA.

        Although TC PipeLines and TC Energy believe that they will receive the required authorizations and approvals described above to complete the Merger, there can be no assurance as to the timing of these consents and approvals, TC Energy's or TC PipeLines' ultimate ability to obtain such consents or approvals (or any additional consents or approvals that may otherwise become necessary), or the conditions or limitations that such approvals may contain or impose.

Appraisal or Dissenters' Rights (page 71)

        Holders of TC PipeLines common units do not have appraisal or dissenters' rights under applicable law or contractual appraisal rights under the TCP Partnership Agreement or the Merger Agreement

No TC Energy Shareholder Approval Required (page 70)

        The approval of the Merger Agreement and the Merger by TC Energy does not require the affirmative vote or consent of the TC Energy shareholders.

Conditions to the Completion of the Merger (page 102)

        Each party's obligation to complete the Merger is subject to the satisfaction or waiver of the following mutual conditions:

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Unitholder Approval.  Approval of the merger proposal must have been obtained by holders of a majority of the outstanding TC PipeLines common units entitled to vote on the merger proposal.



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Listing.  The TC Energy common shares issuable to the holders of TC PipeLines common units pursuant to the Merger Agreement must have been authorized for listing on the NYSE and TSX, subject to official notice of issuance.



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Regulatory Approval.  Any waiting period applicable to the Merger or other transactions contemplated by the Merger Agreement pursuant to the HSR Act must have been terminated or must have expired, and any required approval or consent under any other applicable antitrust law must have been obtained and CFIUS approval must have been obtained.



•

No Orders.  There must not have been enacted, issued, promulgated, enforced or entered any law or governmental order (whether temporary, preliminary or permanent) by any governmental entity of competent jurisdiction that is in effect and restrains, enjoins, makes illegal or otherwise prohibits the consummation of the transactions contemplated by the Merger Agreement, including the Merger.



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Registration Statement.  The registration statement of which this proxy statement/prospectus forms a part must have become effective in accordance with the provisions of the Securities Act and must not be the subject of any stop order suspending its effectiveness issued by the SEC and any proceedings for that purpose must not have been commenced or been threatened by the SEC unless subsequently withdrawn.

        The obligations of TC Energy and Merger Sub to complete the Merger are subject to the satisfaction or waiver of further conditions, including:

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Representations and Warranties.  Each of the representations and warranties of TC PipeLines and TCP GP must be true and correct, subject to the materiality standards set forth in the Merger Agreement, both as of the date of the Merger Agreement and as of the closing date (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty must be so true and correct as of such particular date or period of time);



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Performance of Obligations.  TC PipeLines must have performed in all material respects all obligations required to be performed by it under the Merger Agreement at or prior to the closing date; and



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Closing Certificate.  TC Energy, TC Northern, TC PipeLine USA and Merger Sub must have received a certificate signed on behalf of TC PipeLines by an executive officer of TCP GP certifying that the conditions set forth above have been satisfied.

        The obligation of TC PipeLines to complete the Merger is subject to the satisfaction or waiver of further conditions, including:

•

Representations and Warranties.  Each of the representations and warranties of TC Energy, TC Northern, TC PipeLine USA and Merger Sub must be true and correct, subject to the materiality standards set forth in the merger agreement, both as of the date of the Merger Agreement and as of the closing date (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty will be true and correct as of such particular date or period of time);



•

Performance of Obligations.  Each of TC Energy, TC Northern, TC PipeLine USA and Merger Sub must have performed in all material respects all obligations required to be performed by it under the Merger Agreement at or prior to the closing date.



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Closing Certificate.  TC PipeLines must have received a certificate signed on behalf of TC Energy, TC Northern, TC PipeLine USA and Merger Sub by an executive officer of TC Energy certifying that the conditions set forth above have been satisfied.

Termination (page 104)

        The Merger Agreement may be terminated and the Merger may be abandoned at any time prior to the effective time by mutual written consent of TC PipeLines (duly authorized by the Conflicts Committee) and TC Energy (duly authorized by the TC Energy Board).

        The Merger Agreement may also be terminated by either TC Energy or TC PipeLines if:

•

the Merger has not been consummated by the outside date, provided that the right to terminate the Merger Agreement pursuant to the foregoing will not be available to any party that has breached (or whose subsidiaries have breached) in any material respect its obligations set forth in the Merger Agreement in any manner that proximately contributed to the occurrence of the failure of a condition to the consummation of the Merger;



•

any law or governmental order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger has become final and non-appealable, provided that the right to terminate the Merger Agreement will not be available to any party that has breached in any material respect its obligations set forth in the Merger Agreement in any manner that proximately contributed to the occurrence of a failure of a condition to consummate the Merger; or



•

holders of a majority of the outstanding TC PipeLines common units entitled to vote on the merger proposal do not approve the merger proposal.

        By TC Energy if:

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the Conflicts Committee has made an adverse recommendation change, unless the requisite vote of the TC PipeLines unitholder meeting has been held and the vote taken, regardless of whether the holders of a majority of the TC PipeLines common units vote to approve the Merger; or



•

there has been a breach of any representation, warranty, covenant or agreement set forth in the Merger Agreement, or if any representation or warranty of TC PipeLines has become untrue, in either case, such that certain conditions would not be satisfied (and such breach or failure to be true and correct is not curable prior to the outside date, or if curable prior to the outside date has not been cured within the earlier of 60 days after giving of notice thereof by TC Energy to TC PipeLines or the outside date). However, the right to terminate the Merger Agreement is

not available to TC Energy if it has breached in any material respect its representations, warranties, covenants or agreements set forth in the Merger Agreement.

        By TC PipeLines if, at any time prior to the effective time, there has been a breach of any representation, warranty, covenant or agreement set forth in the Merger Agreement, or if any representation or warranty of TC Energy, TC PipeLine USA, TC Northern or Merger Sub will have become untrue, in either case, such that certain conditions would not be satisfied (and such breach or failure to be true and correct is not curable prior to the outside date, or if curable prior to the outside date, is not cured within the earlier of 60 days after giving notice thereof by TC PipeLines to TC Energy or the outside date). However, TC PipeLines may not terminate in such circumstances described in the foregoing if it has breached in any material respect its representations, warranties, covenants or agreements set forth in the Merger Agreement.

Your Rights as a TC Energy Shareholder Will Be Different from Your Rights as a TC PipeLines Unitholder (page 117)

        Upon the completion of the merger, each eligible unit issued and outstanding immediately prior to the effective time will be cancelled in exchange for the right to receive the merger consideration, consisting of 0.70 of a validly issued, fully paid and non-assessable TC Energy common share. As a result, TC PipeLines unitholders will become TC Energy shareholders and, as such, their rights will be governed principally by the Canada Business Corporations Act ("CBCA"), and TC Energy's articles of continuance and by-laws, each as amended. These rights differ from the existing rights of TC PipeLines unitholders, which are governed principally by Delaware law and the TCP Partnership Agreement. For a summary of the material differences between the rights of TC Energy shareholders and the existing rights of TC PipeLines unitholders, see the section entitled "Comparison of Rights of TC Energy Shareholders and TC PipeLines Unitholders."

Interests of Directors and Executive Officers of TCP GP in the Merger (page 68)

        TC PipeLines does not have any employees and relies on TCP GP to manage the conduct of TC PipeLines' business. None of the individuals who has served as a director or executive officer at TCP GP or TC Energy since the beginning of 2019 has any agreements or understandings with TC Energy, TCP GP, TC PipeLines or any other party with respect to any type of compensation (whether present, deferred or contingent) that is based on or otherwise relates to the Merger.

        TCP GP's directors and executive officers may have other interests in the Merger that may differ from, or are in addition to, the interests of TC PipeLines unitholders generally. These interests include the following:

•

four of the seven directors of TCP GP hold positions at TC Energy or its subsidiaries (other than TCP GP);



•

four directors of TCP GP own TC Energy common shares. Those directors, individually and in the aggregate, own shares representing less than 1.0% of the total TC Energy common shares outstanding as [            ], 2021;



•

all of the executive officers of TCP GP hold positions at TC Energy or its subsidiaries (other than TCP GP);



•

six individuals who serve as executive officers of TCP GP own TC Energy common shares, which, individually and in the aggregate, represent less than 1.0% of the TC Energy common shares outstanding as of [            ], 2021; and



•

the directors and executive officers of TCP GP have the right to indemnification under the TCP Partnership Agreement, the Merger Agreement and, in the case of the members of the Conflicts

Committee, indemnification agreements. In addition, all of the directors and officers of TC Energy have the right to indemnification under the organizational documents of TC Energy and indemnification agreements with TC Energy.

        These interests are discussed in more detail in the section entitled "The Merger Proposal—Interests of the Directors and Executive Officers of TCP GP in the Merger." The Conflicts Committee and the GP Board was aware of the different or additional interests described herein and considered these interests along with other matters in recommending and approving and adopting the Merger Agreement.