Transaction Highlights

Client: TC Energy

Type: Spinout

Value: C $14.5 billion

RBC's role: Financial Advisor


On October 1, 2024, TC Energy Corporation announced the completion of the spinoff of its Liquids Pipelines business into South Bow Corporation (the “Transaction”). Under the terms of the Transaction, TC Energy shareholders retained their current ownership in TC Energy and received 0.2 shares of South Bow for every common share of TC Energy held. Total Transaction value was ~C$14.5 billion, which includes ~C$7.9 billion of South Bow issued debt used to repay TC Energy. The Transaction was completed on a tax-free basis for TC Energy’s Canadian and U.S. shareholders.

The Transaction was the result of a multi-year strategic review and analysis of potential alternatives for the Liquids Pipelines business conducted by the TC Energy board and management and their advisors. The spinoff creates two independent, investment grade energy infrastructure companies with flexibility to pursue their own growth objectives. TC Energy will maintain its regulated, low-risk and utility-like portfolio while South Bow will be a strategic liquids pipeline business with an irreplicable asset base connecting resilient supply to the strongest demand markets in North America.

RBC Capital Markets acted as Financial Advisor to TC Energy on the spinoff of its Liquids Pipeline business.

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