TC Energy announces South Bow’s closing of $7.9 billion Notes Offering for Liquids Pipelines spinoff
28 Agosto 2024 - 11:00PM
News Release — TC Energy Corporation (TSX, NYSE: TRP) (TC Energy)
announced today that South Bow Corporation (South Bow) has closed a
notes offering of approximately $7.9 billion Canadian-dollar
equivalent in aggregate principal amount (the Notes Offering)
related to the spinoff of TC Energy's Liquids Pipelines business
(the spinoff Transaction). Establishing the independent,
investment-grade debt capital structure was met with strong market
interest and is one of the final milestones required to consummate
the spinoff Transaction, which remains on track to close early in
the fourth quarter of 2024. The Notes Offering is comprised of:
- US$700 million in aggregate principal amount of 4.911 per cent
senior unsecured notes that will mature on Sept. 1, 2027 (the 2027
Notes); US$1,000 million in aggregate principal amount of 5.026 per
cent senior unsecured notes that will mature on Oct. 1, 2029 (the
2029 Notes); US$1,250 million in aggregate principal amount of
5.584 per cent senior unsecured notes that will mature on Oct. 1,
2034 (the 2034 Notes); and US$700 million in aggregate principal
amount of 6.176 per cent senior unsecured notes that will mature on
Oct. 1, 2054 (the 2054 Notes).
- C$450 million in aggregate principal amount of 4.323 per cent
senior unsecured notes that will mature on Feb. 1, 2030 (the 2030
Notes); C$500 million in aggregate principal amount of 4.616 per
cent senior unsecured notes that will mature on Feb. 1, 2032 (the
2032 Notes); and C$500 million in aggregate principal amount of
4.933 per cent senior unsecured notes that will mature on Feb. 1,
2035 (the 2035 Notes).
- US$450 million in aggregate principal amount of 7.625 per cent
junior subordinated notes that will mature on March 1, 2055 (the
Series 1 Notes) and US$650 million in aggregate principal amount of
7.500 per cent junior subordinated notes that will mature on March
1, 2055 (the Series 2 Notes and, together with the 2027 Notes, the
2029 Notes, the 2030 Notes, the 2032 Notes, the 2034 Notes, the
2035 Notes, the 2054 Notes, and the Series 1 Notes, the
Notes).
The Notes were issued by South Bow Canadian Infrastructure
Holdings Ltd. and 6297782 LLC, which will, upon completion of the
spinoff Transaction, be wholly owned subsidiaries of South Bow.
The net proceeds of the Notes Offering were placed into escrow
pending the completion of the spinoff Transaction. Upon completion
of the spinoff Transaction, the escrowed funds will be released to
South Bow and used to repay indebtedness owed by South Bow and its
subsidiaries to TC Energy and its subsidiaries. Separately, South
Bow established a C$2.0 billion four-year senior unsecured
revolving credit facility (the Facility) in the third quarter of
2024, which will become available upon completion of the spinoff
Transaction. The Facility will be used for committed capital
expenditures and other general corporate purposes and will provide
significant liquidity for South Bow.
The Notes will be subject to a special mandatory redemption or
repurchase, as applicable, if (i) the spinoff Transaction is not
consummated on or prior to March 31, 2025, or (ii) South Bow
delivers notice to the escrow agent and the trustee for the Notes
prior to such date advising that it is no longer pursuing the
consummation of the spinoff Transaction, as further described in
the terms of the Notes.
The Notes and the related guarantees have not been registered
under the Securities Act of 1933, as amended (the Securities Act)
or any state securities laws and were offered in reliance upon
exemptions from, or in transactions not subject to, the
registration requirements of the Securities Act and applicable
state securities laws. The Notes and the guarantees thereof were
offered and sold in the United States only to persons reasonably
believed to be qualified institutional buyers pursuant to Rule 144A
under the Securities Act and to certain non-US persons outside the
United States in reliance on Regulation S under the Securities Act.
The Notes were offered and sold in Canada on a private placement
basis to "accredited investors" pursuant to exemptions from the
prospectus requirements of applicable Canadian securities laws. The
Notes have not been and will not be qualified for distribution to
the public under applicable Canadian securities laws.
This news release does not constitute an offer to sell, or the
solicitation of an offer to buy, the Notes, nor shall there be any
sale of the Notes in any jurisdiction in which such offer,
solicitation, or sale would be unlawful.
South Bow Virtual Corporate Update
South Bow will host a corporate update via live broadcast on
Monday, Sept. 9, 2024, beginning at 8 a.m. (MDT) / 10 a.m. (EDT),
where members of South Bow's management team and intended board of
directors will provide an overview of South Bow's business and
strategic priorities.
The presentation can be accessed directly at
https://my.400.lumiconnect.com/r/participant/live-meeting/400-357-322-809,
or on South Bow's website at www.southbow.com/investors. The
presentation will be archived and accessible for replay following
the live event.
About South Bow
South Bow, which is expected to be a standalone company early in
the fourth quarter of 2024, safely operates 4,900 kilometres (3,045
miles) of crude oil pipeline infrastructure. TC Energy shareholders
approved the spinoff Transaction in June 2024. The spinoff
Transaction is expected to unlock South Bow's unrivalled market
position, connecting Alberta crude oil supplies to US refining
markets in Illinois, Oklahoma, and the US Gulf Coast. We take pride
in what we do – providing safe and reliable transportation to North
America's highest demand markets. To learn more, visit us at
www.SouthBow.com.
About TC Energy
We're a team of 7,000+ energy problem solvers working to move,
generate and store the energy North America relies on. Today, we're
delivering solutions to the world's toughest energy challenges –
from innovating to deliver the natural gas that feeds LNG to global
markets, to working to reduce emissions from our assets, to
partnering with our neighbours, customers and governments to build
the energy system of the future. It's all part of how we continue
to deliver sustainable returns for our investors and create value
for communities.
TC Energy's common shares trade on the Toronto (TSX) and New
York (NYSE) stock exchanges under the symbol TRP. To learn more,
visit us at www.TCEnergy.com.
Forward-looking Information
This release contains certain information that is
forward-looking and is subject to important risks and uncertainties
and is based on certain key assumptions. Forward-looking statements
are usually accompanied by words such as "anticipate", "expect",
"believe", "may", "will", "should", "estimate", or other similar
words. Forward-looking statements in this document may include, but
are not limited to, statements on expectations with respect to: the
Notes Offering, including the use of the net proceeds therefrom;
the Facility, including the uses and benefits thereof; the spinoff
Transaction, including the timing thereof; and TC Energy and South
Bow following the completion of the spinoff Transaction.
Forward-looking statements in this document are intended to provide
TC Energy security holders and potential investors with information
regarding TC Energy, South Bow and their respective subsidiaries,
including management's assessment of TC Energy's, South Bow's and
their respective subsidiaries' future plans and financial outlook.
All forward-looking statements reflect TC Energy's beliefs and
assumptions based on information available at the time the
statements were made and as such are not guarantees of future
performance. As actual results could vary significantly from the
forward-looking information, readers should not put undue reliance
on forward-looking information. TC Energy does not update its
forward-looking information due to new information or future
events, unless required to by law. For additional information on
the assumptions made, and the risks and uncertainties which could
cause actual results to differ from the anticipated results, refer
to the most recent Quarterly Report to Shareholders and the 2023
Annual Report filed under TC Energy's profile on SEDAR+ at
www.sedarplus.ca and with the US Securities and Exchange
Commission at www.sec.gov.
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Media Inquiries:Media
Relationsmedia@tcenergy.com 403-920-7859 or 800-608-7859
Investor & Analyst Inquiries:Gavin Wylie /
Hunter Mauinvestor_relations@tcenergy.com403-920-7911 or
800-361-6522
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