TC Energy completes spinoff of Liquids Pipelines business into South Bow Corporation

Company

TC Energy Corporation

Law Firm / Organization
Blake, Cassels & Graydon LLP
Law Firm / Organization
White & Case LLP

Company

South Bow Corporation

Law Firm / Organization
Blake, Cassels & Graydon LLP
Law Firm / Organization
White & Case LLP

On October 2, 2024, TC Energy Corporation (TSX, NYSE: TRP) completed the spinoff of its Liquids Pipelines business into South Bow Corporation, following a two-year strategic review. This move aimed to unlock shareholder value by creating two independent, investment-grade companies with distinct growth strategies. The spinoff was approved by TC Energy's Board of Directors on July 27, 2023, and is expected to be tax-free for shareholders.

TC Energy will focus on natural gas infrastructure and energy solutions, while South Bow, the newly formed entity, will enhance its competitive position in the oil transport sector. As a standalone company, South Bow is projected to have an EBITDA of $1.4 billion, with a 2-3% CAGR through 2026. Additionally, TC Energy sold a 40% equity interest in its Columbia Gas and Columbia Gulf systems for $5.2 billion, accelerating its deleveraging goals.

Post-spinoff, TC Energy’s shares continue to trade under "TRP" on the TSX and NYSE, while South Bow trades under "SOBO" on the TSX and is expected to begin trading on the NYSE around October 8, 2024.

RBC Capital Markets and JP Morgan Securities Canada acted as financial advisors to TC Energy, with Evercore advising the Board. Legal advisors included Blake, Cassels & Graydon LLP and White & Case LLP. Bain & Company assisted with the separation process.

Merger & Acquisition
Energy
Undisclosed/Confidential
Closed
02 October 2024