TC Energy Corporation announced the setting of the distribution record date of Sept. 25, 2024 for the previously announced spinoff of TC Energy’s Liquids Pipelines business into South Bow Corporation (South Bow), by way of a plan of arrangement (the Arrangement). Pursuant to the Arrangement, TC Energy shareholders will retain their interest in TC Energy and receive a pro rata interest in South Bow, as further described in the management information circular of TC Energy dated April 10, 2024.
The spinoff has received the requisite tax rulings in Canada and the U.S., as well as required shareholder and court approvals. Subject to the satisfaction or waiver of the remaining closing conditions to the Arrangement, it is expected that the Arrangement will become effective on Oct. 1, 2024.
The Toronto Stock Exchange (TSX) and New York Stock Exchange (NYSE) will both implement “due bill” trading markets for common shares of TC Energy (TC Energy Common Shares) commencing Sept. 25, 2024 and ending at the close of business on Oct. 1, 2024. The TC Energy Common Shares are expected to trade in the “due bill” markets under the designation TRP on both the TSX and NYSE.
Additionally, the TSX will implement an "if, as and when issued" trading market commencing Sept. 25, 2024 and ending at the close of business on Oct. 1, 2024 for TC Energy Common Shares and common shares of South Bow (South Bow Common Shares). The TC Energy Common Shares and South Bow Common Shares will trade in the “if, as and when issued” trading markets under the designation TRP.W and SOBO, respectively, on the TSX. There will not be an "if, as and when issued" trading market for the TC Energy Common Shares nor the South Bow Common Shares on the NYSE.
The TC Energy Common Shares will resume "regular way" trading on the TSX and the NYSE on Oct. 2, 2024 under the designation TRP. The South Bow Common Shares will commence "regular way" trading under the designation SOBO on the TSX on Oct. 2, 2024, but will not trade "regular way" on the NYSE until one trading day after the U.S. Securities and Exchange Commission (SEC) declares South Bow's registration statement on Form 40-F effective. TC Energy currently expects that the South Bow Common Shares will commence "regular way" trading on the NYSE on or about Oct. 7, 2024. Estimated proportionate allocation of adjusted cost base between TC Energy Common Shares and South Bow Common Shares is expected to be posted on the TC Energy and South Bow websites when available during fourth quarter 2024.
TC Energy and South Bow each intend to declare independent dividends for the quarter ended Dec. 31, 2024 on Nov. 7, 2024, reflecting their respective proportionate amounts of TC Energy’s dividend prior to the Arrangement. The dividends are expected to be paid on Jan. 31, 2025 to shareholders of record on Dec. 31, 2024. All dividends, including the expected dividends to be declared on Nov. 7, 2024, are subject to the discretion and approval of each company's respective Board of Directors.
Please refer to the document titled South Bow Listing Process– Q&A on the TC Energy and South Bow websites for further details about “due bill” and "if, as and when issued" trading, as well as other important information relating to the completion of the Arrangement.
South Bow Virtual Corporate Update
South Bow will host a corporate update via live broadcast today, where members of South Bow's management team and intended board of directors will provide an overview of South Bow's business and strategic priorities.
South Bow is a strategic liquids pipelines company that connects resilient Canadian crude oil supply to the strongest demand and refining markets in the U.S. Midwest and Gulf Coast through its unrivalled corridor, high-quality contractual framework, and investment-grade financial position. South Bow expects to take a disciplined approach to capital allocation to deliver a compelling return to shareholders, prioritizing strengthening its financial position and pursuing low-risk, modest capital investments that strengthen and expand its pre-capitalized corridor. South Bow intends to pay a strong and sustainable base dividend that is underpinned by a stable cash flow profile.
South Bow’s virtual corporate update event is scheduled to begin at 8 a.m. (MDT) / 10 a.m. (EDT) on Sept. 9, 2024. The presentation can be accessed directly at https://my.400.lumiconnect.com/r/participant/live-meeting/400-357-322-809, or on South Bow's website at www.southbow.com/investors. The presentation will be archived and accessible for replay following the live event.
