A spinoff is a corporate action that allows a company to convert one of its units, divisions or subsidiaries into a separate independent company. Through this process, public companies issue shares in the new company to its existing shareholders following a shareholder vote, amongst other conditions.

The spinoff would allow us to fully capture the vast opportunities ahead. Today, our North American asset base offers a diverse set of high-quality growth opportunities. Energy forecasts highlight the vital role that both natural gas and liquids will play beyond 2050 as the world transitions to a lower-carbon future while ensuring global energy security. By separating these businesses, we can maximize the value of our assets for decades to come and position both companies to better meet the world’s future energy needs.

Once completed, the spinoff is anticipated to result in two high-quality, focused energy industry leaders.

• TC Energy post-spinoff: A low-risk, diversified, growth oriented natural gas and power and energy solutions company, uniquely positioned to meet growing industry and consumer demand for reliable, lower-carbon energy, by leveraging complementary business sets.
  
  TC Energy will focus on natural gas—supported by strong long-term fundamentals—and power and energy solutions—driven by nuclear and pumped hydro storage—while continuing its history of maximizing asset value and operational excellence.
• South Bow: A critical infrastructure company with highly strategic assets that connect resilient, safe and secure supply to the highest demand markets, while delivering incremental growth and value creation opportunities.
  
  South Bow will focus on enhancing the value of its unrivalled asset base by increasing capacity on underutilized portions of the system and increasing connectivity to additional receipt and delivery points.

The spinoff is anticipated to unlock shareholder value by providing both companies with the flexibility to pursue their own growth objectives through disciplined capital allocation, enhancing efficiencies and driving operational excellence.

TC Energy intends that the initial combined dividends of the two companies will be equivalent to TC Energy’s annual dividend immediately prior to the completion of the spinoff, and that over time, the combined value of the two companies’ dividends is expected to remain consistent. Dividends will be at the discretion of the respective boards of directors of each company following the spinoff.

Under the proposed spinoff, TC Energy shareholders will retain their current ownership in TC Energy’s common shares (TRP: TSX, TRP: NYSE) and receive a pro-rata allocation of common shares in the new Liquids Pipelines Company, South Bow. The spinoff is expected to be tax-free for TC Energy’s Canadian and U.S. shareholders. The determination of the number of common South Bow shares to be distributed to TC Energy shareholders will be determined prior to the closing of the proposed spinoff.

The spinoff is generally expected to be tax-free to TC Energy’s Canadian and U.S. shareholders as well as the company and its affiliates.

We have many investors in multiple countries with unique tax profiles; we encourage you to seek out tax advice for your particular situation.

The spinoff will enable TC Energy to focus on natural gas—driven by strong long-term fundamentals—and power and energy solutions—driven by nuclear, pumped hydro energy storage and new energy opportunities.

South Bow will focus on enhancing the value of its asset base by increasing capacity utilization portions of the system and increasing connectivity to additional receipt and delivery points, supporting energy security.

François Poirier will remain as President and CEO of TC Energy with the guidance of John E. Lowe, Chair of TC Energy’s Board.

South Bow will be led by Bevin Wirzba as President and CEO and will be supported by a proven leadership team with deep capabilities and skillsets directly related to the portfolio. Hal Kvisle has agreed to be appointed as Board Chair of South Bow.

Additional members of South Bow’s leadership team and Board of Directors will be communicated in the coming months.

While timelines are subject to change, we anticipate the following milestones in addition to closing conditions described below:

• Spring 2024: proxy circular filed.
• Mid-2024: shareholder vote on spinoff transaction.
• Second half of 2024: spinoff expected to be completed.

A successful completion will be subject to:

• receipt of favourable tax rulings from Canadian and U.S. tax authorities;
• approval by TC Energy shareholders through a shareholder vote (expected in mid-2024);
• receipt of necessary regulatory approvals; and
• satisfaction of other customary conditions.

Both companies will be headquartered in Calgary, AB.

There is no action that any shareholder needs to take right now.

Please continue to check back here for updates, announcements and filings for both companies.

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