Frequently asked questions
We will provide ongoing updates and share information as it becomes available. Please revisit this page regularly for further details.
To learn more about South Bow's listing and trading market impacts, please review the South Bow Listing Process FAQ.
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.
Separation from TC Energy is in progress with an anticipated close date in Q4 2024.
- 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.
- Oct. 1, 2024 is the effective date of the Arrangement and the date (being the Distribution Payment Date) on which South Bow Common Shares are expected to be issued pursuant to the Arrangement. Notwithstanding the Distribution Payment Date of Oct. 1, 2024, shareholders may receive their South Bow Common Shares (whether in their brokerage account or in the form of a DRS advice, as applicable) at a later date, depending on the manner in which they hold their TC Energy Common Shares.
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.
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
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.
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.