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TC Energy | South Bow Spinoff


On June 4, 2024, TC Energy shareholders voted in favour of spinning off our Liquids Pipelines business and separating into two independent, investment-grade, publicly listed companies: TC Energy Corporation and South Bow Corporation. This endorsement marks a significant milestone in our spinoff journey.

Following a two-year strategic review, the spinoff enables South Bow to pursue its growth objectives, unlock value for shareholders and provide greater flexibility to execute tailored strategies with its distinct customer sets. 

As the world renews its focus on energy security, our Liquids Pipelines business has experienced increased customer demand, presenting immediate opportunities that require more financial flexibility to maintain its notable competitive advantages. To protect the leadership position currently held by the Liquids Pipelines business, it must have the flexibility to prudently invest today and deliver on incremental customer demand.

As a separate entity, South Bow will have the autonomy to access capital for opportunistic growth and execute its focused strategy. As strategic investments must be contemplated years in advance, South Bow must have the flexibility to strengthen its industry-leading corridor before re-contracting for the long term. 2024年的分离使South Bow有时间确定和推进增值机会,这将使其在长期内取得最大的成功.

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Value Proposition


TC Energy and South Bow offer distinct value propositions to investors and customers. As stand-alone entities, 每一家公司都有能力通过执行量身定制的战略来充分抓住其独特机会集的增量价值,从而追求并取得更大的成功.

TC Energy


  • Natural gas and energy solutions company
  • Low-risk, diversified
  • Opportunity-rich, with a long-term view
  • Positioned to meet demand for reliable, lower-carbon energy sources

South Bow


  • A critical oil infrastructure company
  • Unrivalled market position
  • Connecting resilient, safe and secure supply to the strongest demand markets
  • Long-term growth and incremental value creation opportunities

South Bow will be a low-risk, liquids transportation and storage business focused on enhancing the value of its unrivalled asset base. As a standalone entity with a distinct capital allocation strategy, South Bow will have greater flexibility to invest in strategic opportunities to expand, extend and unlock the full potential of its competitive corridor connecting WCSB crude oil to the U.S. Midwest and Gulf Coast.

South Bow is expected to obtain an investment-grade credit rating. As a result, it will have the agility needed to quickly respond to market shifts, while delivering value to shareholders in the form of a compelling dividend and enhanced capital allocation optionality.

TC Energy will maintain its regulated, 低风险和类似公用事业的天然气和电力业务组合,收入和增长平衡,继续提供强劲的股东回报. Focused on long-term energy fundamentals and capital discipline, TC能源公司成熟且高度差异化的天然气和能源解决方案组合有望提供有竞争力的服务,以满足不断增长的能源需求, generate sustainable cash flow and provide a runway to capitalize on large-scale opportunities as they arise.

Explore SouthBow.com

View the dedicated South Bow website to learn more about the company, its projects, and how the team is delivering energy and forging progress together.

Click here to visit southbow.com  

Comprehensive review of alternatives overseen by Board

Independent and unique growth opportunities for both entities

Shareholder dividend expected to remain whole1. Expected dividend split to be2:
Approx. 86 per cent TC Energy
Approx. 14 per cent South Bow

Incremental shareholder value achieved through two distinct strategies

TC Energy shareholders will receive, in exchange for each TC Energy share, one new TC Energy share and 0.2 of a South Bow common share

Generally tax-free3 for resident shareholders holding TC Energy common shares as capital property

1 Dividends are at the discretion of the respective Board of Directors.
2 Note: TC Energy shareholders as of the Distribution Record Date will receive, in exchange for each TC Energy share, one new TC Energy share and 0.2 of a South Bow common share. Shareholder dividends, on a pro forma combined basis, are expected to remain whole between TC Energy and South Bow following the spinoff Transaction.
3 Review the Material Income Tax Considerations section of the Management Information Circular for more detail.

 

South Bow Leadership


SOUTH BOW LEADERSHIP

Bevin Wirzba, President and CEO

Bevin Wirzba
President and Chief Executive Officer

View bio
Van Dafoe, Chief Financial Officer

Van Dafoe
Senior Vice-President and Chief Financial Officer

View bio
Richard Prior, Senior Vice-President and Chief Operating Officer

Richard Prior
Senior Vice-President and Chief Operating Officer

View bio
Lori Muratta, Senior Vice-President and General Counsel

Lori Muratta
Senior Vice-President and General Counsel

View bio

Note: Expected South Bow positions following the closing of the spinoff.

See South Bow's full leadership team at SouthBow.com  


SOUTH BOW BOARD OF DIRECTORS

Frequently asked questions


We will provide ongoing updates and share information as it becomes available. Please revisit this page regularly for further details.

As announced on July 27, 2023, the Board of Directors approved the plan to separate TC Energy into two independent, investment-grade, publicly listed companies: TC Energy Corporation and South Bow Corporation. On June 4, 2024, our shareholders voted in favour of the spinoff at our Annual and Special Meeting of Shareholders (ASM).

TC Energy的董事会和管理团队相信,通过创建两个高度专注的公司,分离将提高TC Energy股东的长期价值, premium energy infrastructure companies. 每个公司的结构将反映不同的价值主张,并通过执行针对不同客户群体的量身定制战略,追求并取得比合并实体更大的成功. South Bow will be a low-risk, liquids transportation and storage business focused on enhancing the value of its unrivalled asset base. As a standalone entity with a distinct capital allocation strategy, South Bow will have greater flexibility to invest in strategic opportunities to expand, extend and unlock the full potential of its competitive corridor connecting WCSB crude oil to the U.S. Midwest and Gulf Coast.

We continue to plan for South Bow to begin operating independently from TC Energy on Aug. 1. Legal separation will take place following that date, depending on external factors and market conditions.

Upon closing of the spinoff, South Bow的股票预计将在多伦多证券交易所(TSX)和纽约证券交易所(NYSE)上市,交易代码为“SOBO”。. TC Energy common shares are expected to continue trading on the TSX and NYSE under TC Energy's current trading symbol "TRP".

If you are a shareholder as of the Distribution Record Date you will receive, in exchange for each TC Energy share you hold on the Distribution Record Date, one New TC Energy Common Share and 0.2 of a South Bow Common Share. Accordingly, immediately after giving effect to the Arrangement, 截至分配记录日期的股东将持有所有已发行的New TC Energy普通股和所有已发行的South Bow普通股.

TC Energy shareholders as of the Distribution Record Date will receive, in exchange for each TC Energy share, one new TC Energy share and 0.2 of a South Bow common share. Shareholder dividends, on a pro forma combined basis, are expected to remain whole between TC Energy and South Bow following the spinoff Transaction.

Shareholder dividend expected to remain whole1
Expected dividend split to be:

  • ~86% TC Energy
  • ~14% South Bow

1 Dividends are at the discretion of the respective Board of Directors.

The directors of South Bow will be: Hal Kvisle, Chansoo Joung, George Lewis, Leonard Mallett, Bob Phillips, Sonya Reed, Shannon Ryhorchuk, Mary Pat Salomone, Frances Vallejo, Don Wishart and Bevin Wirzba.

The Liquids Pipelines spinoff is the result of a rigorous, two-year strategic review and analysis of potential alternatives conducted by the Board, management, and financial, tax and legal advisors. The Board considered a variety of transaction alternatives to address the long-term future of the Liquids Pipelines business. See ‘The Arrangement – Background to the Arrangement’ on page 56 of the 2024 Management Information Circular for more information.

We expect to distribute DRS Advices for the South Bow Common Shares to Shareholders as soon as practicable after the Distribution Record Date. After such distribution, 在本安排完成之前发行的TC能源普通股的证书和DRS通知将被视为代表根据本安排发行的新TC能源普通股,因此不会为新TC能源普通股发行新的证书.

Our 2024 Management Information Circular includes the audited carve-out financial statements of the Liquids Pipelines business for the years ended December 31, 2023, 2022 and 2021, the unaudited pro forma financial statements of South Bow for the year ended December 31, 2023 and the audited financial statements of South Bow for the period from incorporation on December 15, 2023 to December 31, 2023. To review these financial statements, please see Schedule G, Schedule H and Schedule I in the 2024 Management Information Circular.

Cautionary Note: 本通函所载South Bow的历史剥离和预估财务信息仅供说明之用,可能并不代表如本安排在本通函所述日期或期间内完成,本可取得的经营业绩或财务状况, nor do they purport to project the results of operations or financial position for any future period or as of any future date. See Risk Factors – Risks Relating to Carve-Out Financial Statements in Schedule F of our 2024 Management Information Circular.

The use of the phrase "tax-free" in the 2024 Management Information Circular is a reference to the tax-deferred nature of the Arrangement. The receipt of South Bow Common Shares pursuant to the Arrangement is generally intended not to result in taxable income or gain to Holders, (as defined in the Management Information Circular) for Canadian federal income tax purposes or U.S. federal income tax purposes.

更多信息可以在2024年管理信息通告的“重大所得税考虑因素-某些加拿大联邦所得税考虑因素和重大所得税考虑因素-某些美国联邦所得税考虑因素”部分找到.

This site contains references to forward looking information which is subject to certain assumptions, risks and uncertainties. We encourage shareholders to review the following information here.