On July 3, 2025, South Bow USA Infrastructure Holdings LLC initiated an exchange offer for US$3.65 billion in senior unsecured notes. The company, a newly independent spin-off from TC Energy as of October 1, 2024, is offering to exchange previously issued private-placement notes for registered notes with identical terms but without transfer restrictions. The new notes comprise four tranches: US$700 million of 4.911% notes due 2027, US$1 billion of 5.026% notes due 2029, US$1.25 billion of 5.584% notes due 2034, and US$700 million of 6.176% notes due 2054. At the July 2, 2025 Bank of Canada exchange rate of US$1.36 per C$1.00, the total offering equates to approximately C$4.96 billion.

The initial offering took place on August 28, 2024, with J.P. Morgan Securities LLC acting as the selling securityholder for the 2034 notes. Proceeds (excluding the 2034 notes) were placed in escrow and later released to South Bow upon completion of the spinoff to repay obligations to TC Energy. The exchange offer expires August 4, 2025.

The offering is not underwritten; no proceeds will be raised. Legal matters related to Canadian securities laws were advised by Blake, Cassels & Graydon LLP, while U.S. legal matters were advised by Sullivan & Cromwell LLP. The notes are guaranteed on a senior unsecured basis by South Bow Corporation, South Bow Infrastructure Holdings Ltd., and South Bow Canadian Infrastructure Holdings Ltd., but are not listed on any securities exchange.