Core Points - TC Energy Corporation announced the closing of a US$350 million offering of 6.250% Fixed-for-Life Junior Subordinated Notes due Nov. 1, 2085 [1] - The net proceeds from the offering will be used to redeem its Cumulative Redeemable First Preferred Shares, Series 11, on Nov. 28, 2025, at a price of $25.00 per share [2] - A final quarterly dividend of $0.2094375 per Series 11 Share is expected to be declared, payable on the same date as the redemption [3] Financial Details - The Notes were issued through a syndicate of underwriters, co-led by Morgan Stanley, BofA Securities, J.P. Morgan, RBC Capital Markets, and Wells Fargo [1] - The redemption of Series 11 Shares aims to reduce indebtedness and support general corporate purposes [2] - The Series 11 Shares will cease to be entitled to dividends after the redemption date and will be delisted from the Toronto Stock Exchange [3] Company Overview - TC Energy is a leader in North American energy infrastructure, moving over 30% of the continent's cleaner-burning natural gas [6] - The company focuses on strategic ownership and low-risk investments in power generation, contributing to affordable and sustainable energy [6] - TC Energy's common shares are traded on the Toronto and New York stock exchanges under the symbol TRP [7]

Core Viewpoint - TC Energy Corporation is considering an offering of U.S. Junior Subordinated Notes to redeem its outstanding preferred shares, reduce debt, and for general corporate purposes [1][2]. Group 1: Offering Details - The offering, if successful, will utilize net proceeds to redeem Cumulative Redeemable First Preferred Shares, Series 11 [2]. - There is no certainty regarding the completion, timing, or terms of the offering [2]. - The Notes would be issued via a prospectus supplement to TCPL's short form base shelf prospectus dated December 5, 2024 [3]. Group 2: Company Overview - TC Energy is a leader in North American energy infrastructure, operating across Canada, the U.S., and Mexico [5]. - The company moves over 30% of the cleaner-burning natural gas used in North America and has strategic investments in power generation [5]. - TC Energy's common shares are traded on the Toronto and New York stock exchanges under the symbol TRP [6].

Core Viewpoint - TC Energy Corporation will not redeem its Cumulative Redeemable First Preferred Shares, Series 3 and Series 4 on June 30, 2025, allowing shareholders to choose between retaining their shares or converting them to the other series with different dividend rates [1][2]. Summary by Category Dividend Rates - Holders of Series 3 Shares can retain their shares and receive a fixed annual dividend rate of 4.102% for the period from June 30, 2025, to July 2, 2030 [1]. - Holders of Series 4 Shares can retain their shares and receive a floating quarterly dividend rate of 3.924% for the three-month period starting June 30, 2025, with the rate reset every quarter [2]. Conversion Options - Series 3 Shareholders can convert their shares to Series 4 Shares and receive the floating quarterly dividend rate of 3.924% [1]. - Series 4 Shareholders can convert their shares to Series 3 Shares and receive the fixed quarterly dividend rate of 4.102% [2]. Conversion Process - Beneficial owners must communicate with their broker by 5 p.m. (EST) on June 16, 2025, to exercise their conversion rights [3]. - If no notice is provided by the deadline, shareholders will retain their respective shares and receive the applicable new dividend rate [4]. Conditions for Conversion - If TC Energy determines that there will be less than one million Series 3 Shares outstanding after June 30, 2025, all remaining Series 3 Shares will convert to Series 4 Shares on a one-for-one basis [5]. - Conversely, if there are less than one million Series 4 Shares outstanding, all remaining Series 4 Shares will convert to Series 3 Shares on a one-for-one basis [5]. Future Conversion Opportunities - Holders of Series 3 and Series 4 Shares will have the opportunity to convert their shares again on July 2, 2030, and every five years thereafter as long as the shares remain outstanding [6].