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.