Post by
DeanEdmonton on Oct 05, 2024 2:28pm
Seems More than Clear to Me.
South Bow Listing Process – Q&A
This document is being provided to inform shareholders of TC Energy Corporation ("TC Energy") about the various trading markets that are expected to develop in connection with the proposed spin off of TC Energy's Liquids Pipelines business (the "Arrangement") into South Bow Corporation ("South Bow"), which is expected to be completed on October 1, 2024. Pursuant to the Arrangement, 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 (the "Circular").
Capitalized terms used but not otherwise defined herein have the meanings given to them in the Circular. The information below is summary in nature. Shareholders are encouraged to consult their brokers and financial advisors regarding the specific consequences of trading common shares of TC Energy ("TC Energy Common Shares") and common shares of South Bow ("South Bow Common Shares") prior to the effective date of the Arrangement.
TC Energy currently expects that the following trading markets will develop in connection with the Arrangement:
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Due Bill Trading:
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The Toronto Stock Exchange (the "TSX") and New York Stock Exchange (the "NYSE") will both implement “due bill” trading markets commencing September 25, 2024 and ending at the close of business on October 1, 2024. Accordingly, TC Energy Common Shares will cease regular way trading between September 25, 2024 and October 1, 2024; any trades of TC Energy Common Shares under the symbol TRP during such period will be on a due bill basis.
•
"If, As and When Issued" Trading:
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The TSX will implement an "if, as and when issued" trading market for the TC Energy Common Shares and the South Bow Common Shares commencing September 25, 2024 and ending at the close of business on October 1, 2024.
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There will not be an "if, as and when issued" trading market for the TC Energy Common Shares or the South Bow Common Shares on the NYSE.
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Regular Way Trading:
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TC Energy Common Shares will resume "regular way" trading on the TSX and the NYSE on October 2, 2024. Any trades of TC Energy Common Shares under the symbol TRP on or after October 2, 2024 will be on an ex-distribution basis (i.e., without the entitlement to receive South Bow Common Shares issuable pursuant to the Arrangement).
•
The South Bow Common Shares issued pursuant to the Arrangement will commence "regular way" trading on the TSX on October 2, 2024, but will not trade "regular way" on the NYSE until one trading day after the U.S. Securities and Exchange Commission (the "SEC") declares South Bow's registration statement on Form 40-F (the "Registration Statement") effective. TC Energy currently expects that the South Bow Common Shares will commence "regular way" trading on the NYSE on or about October 8, 2024.
Please refer to the summary chart and questions and answers below for details of what is to be expected during this period.
Summary of Key Events Event TSX NYSE
Distribution Record Date
September 25, 2024
Due Bill Trading
September 25, 2024 – October 1, 2024
"If, As and When Issued" Trading – TC Energy Common Shares
September 25, 2024 – October 1, 2024
None
"If, As and When Issued" Trading – South Bow Common Shares
September 25, 2024 – October 1, 2024
None
Closing Date
October 1, 2024
Due Bill Redemption Date
October 2, 2024
"Regular Way" Trading – TC Energy Common Shares
October 2, 2024
"Regular Way" Trading – South Bow Common Shares1
October 2, 2024
~October 8, 20242
1 South Bow has received conditional approval to list the South Bow Shares on the TSX and the NYSE. Listing of the South Bow Shares on the TSX and the NYSE is subject to South Bow fulfilling all the related requirements of the TSX and the NYSE, respectively.
2 Represents expected timing.
1 | TC Energy / South Bow Listing Process Q&A
Notice: This document has been updated subsequent to the version originally posted on September 9, 2024 to reflect the fact that all “if, as and when issued” trades are expected to settle on the second business day following the completion of the Arrangement, rather than the first business day following the completion of the Arrangement and to update the expected timing of “regular way” trading of SOBO shares on the NYSE to “on or about October 8, 2024”
1. What events will occur following September 25, 2024 in connection with the Arrangement?
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September 25, 2024 - The record date established for the Arrangement (being the Distribution Record Date) and the date on which “due bill” trading is expected to commence on the TSX and the NYSE, respectively. Additionally, "if, as and when issued" trading for the TC Energy Common Shares and South Bow Common Shares is also expected to commence on the TSX on September 25, 2024.
•
Investors should be aware of the following features for trades on or after September 25, 2024 to but excluding October 2, 2024:
o
TC Energy Common Shares will cease regular way trading between September 25, 2024 and October 1, 2024; any trades of TC Energy Common Shares under the symbol TRP during such period will be on a due bill basis. Trades of TC Energy Common Shares in the "due bill" markets on the TSX and the NYSE will include the entitlement to receive South Bow Common Shares pursuant to the Arrangement effective on October 1, 2024.
o
Trades of TC Energy Common Shares in the “if, as and when issued” markets on the TSX will allow the p
1. What events will occur following September 25, 2024 in connection with the Arrangement?
•
September 25, 2024 - The record date established for the Arrangement (being the Distribution Record Date) and the date on which “due bill” trading is expected to commence on the TSX and the NYSE, respectively. Additionally, "if, as and when issued" trading for the TC Energy Common Shares and South Bow Common Shares is also expected to commence on the TSX on September 25, 2024.
•
Investors should be aware of the following features for trades on or after September 25, 2024 to but excluding October 2, 2024:
o
TC Energy Common Shares will cease regular way trading between September 25, 2024 and October 1, 2024; any trades of TC Energy Common Shares under the symbol TRP during such period will be on a due bill basis. Trades of TC Energy Common Shares in the "due bill" markets on the TSX and the NYSE will include the entitlement to receive South Bow Common Shares pursuant to the Arrangement effective on October 1, 2024.
Trades of TC Energy Common Shares in the “if, as and when issued” markets on the TSX will allow the purchase and sale of TC Energy Common Shares on an ex-distribution basis (i.e., without the entitlement to receive South Bow Common Shares issuable pursuant to the Arrangement). It is expected that “if, as and when issued” trades of TC Energy Common Shares will settle on the second business day following the completion of the Arrangement.
o
Trades of South Bow Common Shares in the “if, as and when issued” markets on the TSX will represent South Bow Common Shares only, allowing the purchase and sale of South Bow Common Shares that will be issued pursuant to the Arrangement. It is expected that “if, as and when issued” trades of South Bow Common Shares will settle on the second business day following the completion of the Arrangement.
•
October 1, 2024 - 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 October 1, 2024, shareholders are advised that they 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.
•
October 2, 2024 - The date on which South Bow Common Shares issuable pursuant to the Arrangement are expected to commence regular way trading on the TSX. It is also expected that the TC Energy Common Shares will resume regular way trading on the TSX and the NYSE on such date. Any trades of TC Energy Common Shares on or after October 2, 2024 will be on an ex-distribution basis (i.e., without the entitlement to receive South Bow Common Shares issuable pursuant to the Arrangement).