News Release – TC Energy Corporation (TSX, NYSE: TRP) (TC Energy or
the Company) today 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 UpdateSouth 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.
About TC EnergyWe’re a team of 7,000+ energy
problem solvers working to safely move, generate and store the
energy North America relies on. Today, we’re delivering solutions
to the world’s toughest energy challenges – from innovating to
deliver the natural gas that feeds LNG to global markets, to
working to reduce emissions from our assets, to partnering with our
neighbours, customers and governments to build the energy system of
the future. It’s all part of how we continue to deliver sustainable
returns for our investors and create value for communities.
TC Energy’s common shares trade on the Toronto (TSX) and New
York (NYSE) stock exchanges under the symbol TRP. To learn more,
visit us at TCEnergy.com.
About South BowSouth Bow, which is expected to
be a standalone company early in the fourth quarter of 2024, safely
operates 4,900 kilometres (3,045 miles) of crude oil pipeline
infrastructure. TC Energy shareholders approved the spinoff
Transaction in June 2024. The spinoff is expected to unlock South
Bow's unrivalled market position, connecting Alberta crude oil
supplies to US refining markets in Illinois, Oklahoma, and the US
Gulf Coast. We take pride in what we do – providing safe and
reliable transportation to North America's highest demand markets.
To learn more, visit us at www.SouthBow.com.
FORWARD-LOOKING INFORMATIONThis release
contains certain information that is forward-looking and is subject
to important risks and uncertainties (such statements are usually
accompanied by words such as "anticipate", "expect", "believe",
"may", "will", "should", "estimate", "intend" or other similar
words). Forward-looking statements in this document may include,
but are not limited to, statements on expectations with respect to:
the Arrangement, including the expected distribution record date
and effective date of the Arrangement, the timing for the
commencement of “due bill” and “if, as and when issued” trading for
TC Energy and South Bow on the TSX and NYSE, as applicable, the
timing with respect to expected “regular way” trading of TC Common
Shares and South Bow Common Shares on the TSX and the NYSE
following the closing of the Arrangement, the expected timing of
South Bow’s Form 40-F effectiveness, the expected timing and
posting of proportionate adjusted cost base allocation on TC Energy
and South Bow’s websites, TC Energy’s and South
Bow’s expectations with respect to dividend timing and amounts,
including the expectation that the dividend to be declared Nov. 7,
2024 will reflect the proportionate amounts of TC Energy’s dividend
prior to the Arrangement and the expectation that South Bow will
pay a strong sustainable base dividend in the future, South Bow’s
overall business, including capital allocation and capital
investment strategy.
Forward-looking statements in this document are intended to
provide TC Energy security holders and potential investors with
information regarding TC Energy and its subsidiaries, including
management's assessment of TC Energy's and its subsidiaries' future
plans and financial outlook. All forward-looking statements reflect
TC Energy's beliefs and assumptions based on information available
at the time the statements were made and as such are not guarantees
of future performance. As actual results could vary significantly
from the forward-looking information, you should not put undue
reliance on forward-looking information and should not use
future-oriented information or financial outlooks for anything
other than their intended purpose. We do not update our
forward-looking information due to new information or future
events, unless we are required to by law. For additional
information on the assumptions made, and the risks and
uncertainties which could cause actual results to differ from the
anticipated results, refer to the most recent Quarterly Report to
Shareholders and Annual Report filed under TC Energy’s profile on
SEDAR+ at www.sedarplus.ca and with the U.S. Securities and
Exchange Commission at www.sec.gov.
-30-
Media Inquiries:Media
Relationsmedia@tcenergy.com 403-920-7859 or 800-608-7859
Investor & Analyst Inquiries:Gavin Wylie /
Hunter Mauinvestor_relations@tcenergy.com403-920-7911 or
800-361-6522
PDF
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