CALGARY, Alberta, July 11, 2024 (GLOBE NEWSWIRE) -- TC Energy Corporation (TSX, NYSE: TRP) (TC Energy or the Company) will hold a teleconference and webcast on Thursday, Aug. 1, 2024, to discuss its second quarter financial results. François Poirier, TC Energy President and Chief Executive Officer, Sean O'Donnell, Executive Vice-President and Chief Financial Officer, and other members of the executive leadership team will discuss the financial results and Company developments at 6:30 a.m. MDT / 8:30 a.m. ED ...

TC Energy Corporation (TRP) , a major North American energy sector player, received its shareholder approval to spin off its liquids pipeline business. This strategic move is expected to result in the formation of a new entity, South Bow Corp, which would inherit TRP's extensive liquids pipeline assets, including the renowned Keystone pipeline. This spin-off is aimed at reducing the substantial debt of TC Energy and sharpening its focus on natural gas transportation. Overview of the Spin-off Creation of Sou ...

CALGARY, Alberta, June 04, 2024 (GLOBE NEWSWIRE) -- News Release – TC Energy Corporation (TSX, NYSE: TRP) (TC Energy or the Company) is pleased to announce today that its shareholders voted to approve the spinoff of the Company's Liquids Pipelines business and elected TC Energy's Board of Directors at its 2024 annual and special meeting of shareholders. TC Energy shareholders voted in favour of the Arrangement Resolution, pursuant to which, among other things, TC Energy shareholders will receive one new com ...

Core Points - TC Energy Corporation's shareholders approved the spinoff of the Liquids Pipelines business and elected the Board of Directors at the 2024 annual meeting [1][2] - Shareholders will receive one new common share of TC Energy and 0.2 common shares in the new company, South Bow Corporation, for each common share held [2] - The separation is expected to enhance long-term value for shareholders by creating two independent, publicly listed companies with tailored strategies [3][4] Company Overview - TC Energy is focused on delivering sustainable energy solutions and addressing energy challenges in North America [7] - The company operates with a team of over 7,000 energy professionals [7] - TC Energy's shares are traded on the Toronto (TSX) and New York (NYSE) stock exchanges under the symbol TRP [8] Shareholder Support - The management received strong support for all items voted on during the meeting, including the election of 13 nominees to the Board of Directors [5] - The nominees received high approval rates, with most exceeding 98% in favor [5] Future Plans - The spinoff is anticipated to occur between late third quarter and mid-fourth quarter of 2024, pending regulatory and court approvals [3][4] - South Bow Corporation aims to provide sustainable dividends and steady growth while managing debt effectively [4]

TC Energy Corporation (NYSE:TRP) Q1 2024 Earnings Call Transcript May 3, 2024 8:30 AM ET Company Participants Gavin Wylie - VP, IR Francois Poirier - President & CEO Joel Hunter - EVP & CFO Sean O’Donnell - Incoming EVP & CFO Stan Chapman - EVP & COO, Natural Gas Pipelines Annesley Wallace - EVP, Strategy and Corporate Development & President, Power and Energy Solutions Bevin Wirzba - EVP & Group President, Liquids Pipelines and Coastal GasLink Conference Call Participants Ben Pham - BMO Rob Hope - Scotiaba ...

| --- | --- | --- | |---------------------------------------------------------------------------|--------------------|-------------| | | December 31 \n2023 | 2022 | | Reported total debt | 63,201 58,300 | | | Management adjustments: | | | | Debt treatment of preferred shares(2) | | 1,250 1,250 | | Equity treatment of junior subordinated notes(3) | (5,144) | (5,248) | | Cash and cash equivalents | (3,678) | (620) | | Operating lease liabilities | | 459 433 | | Adjusted debt | 56,088 54,115 | | | | | | | Comp ...

Notice of Application [Notice of Application Summary](index=7&type=section&id=Notice%20of%20Application_summary) TC Energy Corporation seeks court approval for a proposed arrangement to spin off South Bow Corporation - TC Energy has filed an application with the Court of King's Bench of Alberta regarding a proposed arrangement involving TC Energy, its shareholders, and South Bow Corporation[4](index=4&type=chunk) - The court hearing is scheduled for **June 4, 2024, at 3:30 p.m. (MDT)** in Calgary, Alberta[4](index=4&type=chunk) - Shareholders or interested parties wishing to appear at the hearing must file a notice of intention to appear by **5:00 p.m. (MDT) on May 15, 2024**[4](index=4&type=chunk) - The court's approval will serve as the basis for an exemption from the registration requirements of the U.S. Securities Act of 1933 for the securities distributed under the Arrangement[4](index=4&type=chunk) Management Information Circular [About the Shareholder Meeting](index=10&type=section&id=About%20the%20Shareholder%20Meeting) The company will hold a virtual annual and special meeting on June 4, 2024, using a 'notice and access' model - The annual and special meeting of shareholders will be held virtually on **June 4, 2024, at 8 a.m. MDT**[619](index=619&type=chunk)[522](index=522&type=chunk) - Shareholders of record as of **April 16, 2024**, are eligible to vote, with each common share entitling the holder to one vote[532](index=532&type=chunk) - The company is using a **'notice and access' system** to deliver meeting materials electronically, reducing printing and postage costs[526](index=526&type=chunk) - Registered shareholders and duly appointed proxyholders can vote and ask questions in real-time during the virtual meeting[528](index=528&type=chunk)[529](index=529&type=chunk) [Business of the Meeting](index=39&type=section&id=Business%20of%20the%20Meeting) The meeting agenda includes director elections, auditor re-appointment, and key votes on the spin-off and compensation - Shareholders will vote on the election of **13 directors** to the Board for a one-year term[743](index=743&type=chunk) - A key item is the vote on the Arrangement Resolution to approve the **spin-off of the Liquids Pipelines business** into South Bow Corporation[803](index=803&type=chunk) - Shareholders will vote on approving a **shareholder rights plan** for the newly formed South Bow Corporation[804](index=804&type=chunk) - An advisory **'say on pay' vote** will be held on the company's approach to executive compensation[806](index=806&type=chunk) - The Board recommends re-appointing KPMG LLP as the auditor; total fees paid to KPMG in 2023 were **$21.1 million**, up from **$15.5 million** in 2022[792](index=792&type=chunk) [The Arrangement](index=59&type=section&id=The%20Arrangement) This section details the proposed spin-off of the Liquids Pipelines business into a new public company, South Bow - The Arrangement will separate TC Energy into two independent, publicly listed companies: **TC Energy** (natural gas and energy solutions) and **South Bow** (liquids pipelines)[126](index=126&type=chunk) - Shareholders will receive **one New TC Energy Common Share and 0.2 of a South Bow Common Share** for each TC Energy share held[126](index=126&type=chunk) - The Board of Directors unanimously recommends that shareholders vote **FOR the Arrangement Resolution**, determining it is in the best interests of TC Energy[184](index=184&type=chunk)[185](index=185&type=chunk) - Evercore provided a Fairness Opinion stating that the consideration to be received by shareholders is **fair from a financial point of view**[182](index=182&type=chunk)[186](index=186&type=chunk) - The transaction is intended to be **generally tax-free** for both Canadian and U.S. shareholders, except for cash received in lieu of fractional shares[136](index=136&type=chunk)[183](index=183&type=chunk) - The spin-off is the result of a **two-year strategic review** where alternatives like a sale or joint venture were deemed less optimal[178](index=178&type=chunk)[127](index=127&type=chunk) [South Bow Shareholder Rights Plan](index=98&type=section&id=South%20Bow%20Shareholder%20Rights%20Plan) Shareholders will vote on a defensive shareholder rights plan for the new entity, South Bow, to ensure fair treatment - The plan is designed to ensure fair treatment of South Bow shareholders in a take-over bid and provide the board time to evaluate alternatives[349](index=349&type=chunk) - A 'flip-in event' is triggered if a person or group acquires **20% or more** of outstanding South Bow Common Shares without making a 'permitted bid'[351](index=351&type=chunk) - A 'permitted bid' must be made to all shareholders, remain open for at least **105 days**, and be accepted by more than **50%** of independent shareholders[350](index=350&type=chunk) - Following a flip-in event, each right allows the holder to purchase South Bow shares at a **50% discount** to the market price, causing significant dilution to the acquirer[353](index=353&type=chunk) [Governance](index=101&type=section&id=Governance) The company outlines its high standards of corporate governance, board structure, and committee responsibilities - TC Energy's governance practices comply with Canadian guidelines and NYSE standards for foreign private issuers[362](index=362&type=chunk)[364](index=364&type=chunk) - The Board has 13 members, of which **12 (92%) are independent**, and is led by an independent, non-executive Chair[366](index=366&type=chunk)[407](index=407&type=chunk) - The company's Board Diversity Policy targets at least **30% women**; currently, **38%** of the board members are women[368](index=368&type=chunk)[405](index=405&type=chunk) - The Board has four standing committees composed entirely of independent directors: **Audit, Governance, HSSE, and Human Resources**[566](index=566&type=chunk) - The Board has primary responsibility for overseeing the company's strategic planning process and its Enterprise Risk Management (ERM) program[413](index=413&type=chunk)[417](index=417&type=chunk)[419](index=419&type=chunk) [Compensation](index=132&type=section&id=Compensation) This section details the 'pay for performance' compensation philosophy for directors and named executive officers - The compensation philosophy is based on four objectives: **pay for performance, market competitiveness, alignment with stakeholder interests, and talent retention**[639](index=639&type=chunk) - Directors are required to hold company equity valued at **four times their annual retainer**, with a significant portion paid in Deferred Share Units (DSUs)[605](index=605&type=chunk)[607](index=607&type=chunk) - Executive compensation is benchmarked against a peer group of **20 large North American energy and industrial companies**, with total direct compensation targeted at the market median[643](index=643&type=chunk) - The 2021 Performance Share Unit (PSU) award, which vested at the end of 2023, paid out at a performance multiplier of **0.93**, reflecting strong EPS but lagging TSR[545](index=545&type=chunk) 2023 Summary Compensation for Named Executives | Name | Position | Salary ($) | Share-based awards ($) | Option-based awards ($) | Annual incentive ($) | Total compensation ($) | |:---|:---|---:|---:|---:|---:|---:| | François Poirier | President & CEO | 1,183,333 | 5,550,000 | 3,700,000 | 2,154,581 | 13,290,831 | | Joel Hunter | EVP & CFO | 616,667 | 1,035,000 | 690,000 | 671,207 | 3,418,409 | | Stanley Chapman III | EVP & COO, Natural Gas | 1,069,637 | 2,815,137 | 1,876,758 | 1,413,630 | 7,286,172 | | Annesley Wallace | EVP, Strategy & Corp Dev | 392,438 | 3,955,000 | - | 426,098 | 6,351,024 | | Bevin Wirzba | EVP & President, Liquids | 716,667 | 1,500,000 | 1,000,000 | 868,840 | 4,459,674 | Schedules [Schedule C – Arrangement Agreement, including Plan of Arrangement](index=191&type=section&id=Schedule%20C%20%E2%80%93%20Arrangement%20Agreement%2C%20including%20Plan%20of%20Arrangement) This schedule contains the definitive legal agreement governing the spin-off, including conditions and termination terms - The Arrangement Agreement is the binding contract between TC Energy, South Bow, and South Bow Pipelines Ltd. to implement the spin-off[759](index=759&type=chunk) - Key conditions for closing include obtaining **shareholder, court, regulatory, and stock exchange approvals**, as well as favorable tax rulings[207](index=207&type=chunk)[776](index=776&type=chunk) - TC Energy retains the right to **terminate the agreement in its sole discretion** at any time before the Certificate of Arrangement is issued[200](index=200&type=chunk)[602](index=602&type=chunk) [Appendix A - Plan of Arrangement](index=204&type=section&id=Appendix%20A%20-%20Plan%20of%20Arrangement) The appendix provides the detailed, step-by-step legal mechanics for the corporate reorganization and spin-off - The Plan of Arrangement is the legal blueprint detailing the sequence of transactions under Section 192 of the Canada Business Corporations Act (CBCA)[10](index=10&type=chunk)[11](index=11&type=chunk) - The process involves a series of steps commencing at the 'Effective Time', including amending articles, exchanging shares, transferring assets, and redeeming shares to finalize the separation[15](index=15&type=chunk)[16](index=16&type=chunk)[17](index=17&type=chunk)[18](index=18&type=chunk) - The plan details adjustments for employee incentive securities, which will be exchanged for equivalent South Bow securities for transferring employees or adjusted for remaining TC Energy employees[19](index=19&type=chunk)[20](index=20&type=chunk) - The transaction is intended to qualify as a **tax-free 'reorganization'** under Section 368(a)(1)(D) and Section 355 of the U.S. Internal Revenue Code[23](index=23&type=chunk) [Schedule D – Fairness Opinion](index=253&type=section&id=Schedule%20D%20%E2%80%93%20Fairness%20Opinion) Evercore provides an independent opinion stating the transaction is financially fair to TC Energy shareholders - TC Energy's Board retained **Evercore Group L.L.C.** to provide an independent fairness opinion regarding the Arrangement[333](index=333&type=chunk) - Evercore's opinion is that the consideration is **fair, from a financial point of view**, to the Shareholders, subject to specified assumptions[393](index=393&type=chunk) - Evercore's analysis included reviewing financial projections, public market data, discounted cash flow analyses, and comparable company trading performance[379](index=379&type=chunk)[380](index=380&type=chunk) - The opinion is not a formal valuation and does not constitute a recommendation on how shareholders should vote[385](index=385&type=chunk)[386](index=386&type=chunk)[387](index=387&type=chunk) [Information Concerning South Bow Post-Arrangement](index=269&type=section&id=Schedule%20F%20%E2%80%93%20Information%20Concerning%20South%20Bow%20Post-Arrangement) This schedule provides a detailed overview of South Bow as a standalone company, including its business and governance - South Bow's business will be the Liquids Pipelines business currently operated by TC Energy, centered on the **Keystone Pipeline System**[515](index=515&type=chunk) - **Bevin Wirzba** is expected to be the President and Chief Executive Officer of South Bow upon completion of the Arrangement[845](index=845&type=chunk) - The proposed Board of Directors for South Bow is detailed, with **Hal Kvisle** expected to serve as the independent Chair[18](index=18&type=chunk) - South Bow's strategic priorities include enhancing value through capacity optimizations and making strategic in-corridor investments[134](index=134&type=chunk) [Schedule H – Audited Combined Carve-Out Financial Statements for the Liquids Pipelines Business and MD&A](index=337&type=section&id=Schedule%20H%20%E2%80%93%20Audited%20Combined%20Carve-Out%20Financial%20Statements%20for%20the%20Liquids%20Pipelines%20Business%20and%20MD%26A) This schedule presents the audited historical 'carve-out' financial statements for the Liquids Pipelines business - The financial statements present the historical performance of the Liquids Pipelines business as a standalone entity, prepared on a **'carve-out' basis**[885](index=885&type=chunk) - These statements include allocations of TC Energy's centralized corporate expenses, which may not be indicative of future costs for South Bow[888](index=888&type=chunk)[890](index=890&type=chunk) - KPMG LLP served as the auditor and identified the **allocation of corporate expenses as a critical audit matter** due to the significant judgment involved[863](index=863&type=chunk)[880](index=880&type=chunk) Combined Carve-Out Net Income | Year Ended December 31 | Net Income (Loss) (millions of C$) | |:---|---:| | 2023 | 595 | | 2022 | 808 |

TC Energy Corporation Q4 2023 Earnings Call Transcript February 16, 2024 8:30 AM ET Company Participants Gavin Wylie - VP, IR Francois Poirier - President & CEO Joel Hunter - EVP & CFO Stan Chapman - EVP & COO, Natural Gas Pipelines Bevin Wirzba - EVP & Group President, Liquids Pipelines and Coastal GasLink Annesley Wallace - EVP, Strategy and Corporate Development & President, Power and Energy Solutions Greg Grant - President, Canadian Natural Gas Pipelines Conference Call Participants Rob Hope - Scotiaban ...

• 2024 expected capital expenditures: ~$0.9 billion(2) • Without taking into account impacts related to the spinoff transaction (1) Comparable EBITDA is a non-GAAP measure. See the forward-looking information and non-GAAP measures slide at the front of this presentation and Appendix A and B for more information. (2) Expected sanctioned gross capital expenditures. TC ENERGY 2023 INVESTOR DAY TC ENERGY FOURTH QUARTER 2023 CONFERENCE CALL 2023–2026E outlook – Liquids Pipelines $Billions Notes: Figures do not i ...

(All financial figures are unaudited and in Canadian dollars unless otherwise noted) Comparable EBITDA and comparable earnings per common share are non-GAAP measures used throughout this news release. These measures do not have any standardized meaning under GAAP and therefore are unlikely to be comparable to similar measures presented by other companies. The most directly comparable GAAP measures are Segmented earnings (losses) and Net income (loss) per common share. For more information on non-GAAP measur ...