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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. Separating in 2024 gives South Bow the time to identify and advance the accretive opportunities that will make it the most successful in the long run.

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Value Proposition


TC Energy and South Bow offer distinct value propositions to investors and customers. As stand-alone entities, each will have the ability to pursue and achieve greater success by executing tailored strategies to fully capture the incremental value of their unique opportunity sets.

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, low-risk and utility-like portfolio of natural gas and power businesses with a balance of income and growth that continues to deliver strong shareholder returns. Focused on long-term energy fundamentals and capital discipline, TC Energy's established and highly differentiated natural gas and energy solutions portfolio is expected to offer competitive services that meet growing energy demand, 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's Board of Directors and management team are confident the separation will enhance long-term value for TC Energy shareholders by creating two highly focused, premium energy infrastructure companies. Each company will be structured to reflect distinct value propositions and the ability to pursue and achieve greater success than a combined entity by executing tailored strategies targeted to distinct customer sets. 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, the shares of South Bow are expected to be listed on the Toronto Stock Exchange (TSX) and New York Stock Exchange (NYSE) under the trading symbol "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, those persons who were shareholders as of the Distribution Record Date will hold all of the outstanding New TC Energy Common Shares and all of the outstanding South Bow common shares.

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, certificates and DRS Advices for TC Energy Common Shares issued prior to the completion of the Arrangement will be deemed to represent the New TC Energy Common Shares issued pursuant to the Arrangement and accordingly no new certificates will be issued for New TC Energy Common Shares.

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: The historical carve-out and pro forma financial information for South Bow included in the Circular has been prepared for illustrative purposes only and may not be indicative of the operating results or financial condition that would have been achieved if the Arrangement had been completed on the date or for the periods noted therein, 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.

More information can be found in the ‘Material Income Tax Considerations – Certain Canadian Federal Income Tax Considerations and Material Income Tax Considerations – Certain United States Federal Income Tax Considerations’ section of the 2024 Management Information Circular.

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.