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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of August 2025
Commission File No. 001-42021
SOUTH BOW CORPORATION
(Translation of Registrant’s Name into English)
707 5th Street SW, Suite 900
Calgary, Canada T2P 1V8
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☐ Form 40-F ☒
Exhibits 99.1 and 99.2 to this report, furnished on Form 6-K, are furnished, not filed, and will not be incorporated by reference into any registration statement filed by the registrant under the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: August 13, 2025
| SOUTH BOW CORPORATION
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| By: | /s/ Lori M. Muratta |
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| Name: Lori M. Muratta | ||
| Title: Senior Vice-President and General Counsel | ||
Exhibit 99.1
NOTICE OF RELIANCE
SECTION 13.4 OF NATIONAL INSTRUMENT 51-102 - CONTINUOUS DISCLOSURE OBLIGATIONS
August 13, 2025
| To: |
Alberta Securities Commission |
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| British Columbia Securities Commission |
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| Financial and Consumer Affairs Authority of Saskatchewan |
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| Manitoba Securities Commission |
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| Ontario Securities Commission |
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| Autorité des marchés financiers |
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| Financial and Consumer Services Commission (New Brunswick) |
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| Nova Scotia Securities Commission |
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| Prince Edward Island Securities Office |
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| Government of Newfoundland and Labrador Financial Services Regulation Division |
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| Northwest Territories Securities Office |
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| Office of the Superintendent of Securities, Community Services (Yukon) |
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| Nunavut Securities Office |
Notice is hereby given that South Bow USA Infrastructure Holdings LLC (the “Company”) relies on the continuous disclosure documents filed by South Bow Corporation (“South Bow”) pursuant to the exemption from the requirements of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”) provided in Section 13.4 of NI 51-102. The continuous disclosure documents of South Bow can be found in electronic format at www.sedarplus.ca. Attached to this Notice and forming part hereof is the consolidating summary financial information for South Bow for the applicable period(s) required by Section 13.4 of NI 51-102.
| South Bow USA Infrastructure Holdings LLC
|
| /s/ Lori M. Muratta |
| Lori M. Muratta |
| Vice-President |
UNAUDITED SUMMARY FINANCIAL INFORMATION
South Bow fully and unconditionally guarantees the payment obligations of the Company, its 100% owned subsidiary, under the notes issued by the Company. Accordingly, the following unaudited consolidated summary financial information is provided by the Company in compliance with the requirements of Section 13.4 of NI 51-102 providing for an exemption for certain credit support issuers.
The following tables contain summary financial information for the Company for the six months ended June 30, 2025 and 2024 and as at June 30, 2025 and December 31, 2024, presented with separate columns for each of the following: (a) South Bow (as Parent Credit Supporter); (b) the Company (as Credit Support Issuer); (c) South Bow Infrastructure Holdings Ltd. and South Bow Canadian Infrastructure Holdings Ltd., on a combined basis (collectively the “Subsidiary Credit Supporters”); (d) the non-guarantor subsidiaries of South Bow other than the Company and the Subsidiary Credit Supporters (collectively, the “Other South Bow Subsidiaries”), on a combined basis; (e) consolidating adjustments; and (f) total consolidated amounts.
For the six months ended June 30, 2025 and 2024 (1),(2):
| South Bow | Company | |||||||||||||||||||||||||||||||||||||||||||||||
| (Parent Credit | (Credit Support | Subsidiary Credit | Other South Bow | Consolidating | Total Consolidated | |||||||||||||||||||||||||||||||||||||||||||
| (millions of U.S. dollars) | Supporter) | Issuer) | Supporters | Subsidiaries | Adjustments (3) | Amounts | ||||||||||||||||||||||||||||||||||||||||||
| For the six months ended June 30, |
2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||
| Revenue |
— | — | — | — | — | — | 1,279 | 7,901 | (257 | ) | (6,803 | ) | 1,022 | 1,098 | ||||||||||||||||||||||||||||||||||
| Net income (loss) |
(2 | ) | — | (277 | ) | (99 | ) | (71 | ) | (43 | ) | 546 | 404 | (12 | ) | (62 | ) | 184 | 200 | |||||||||||||||||||||||||||||
As at June 30, 2025 and December 31, 2024 (1),(2):
| South Bow | Company | |||||||||||||||||||||||||||||||||||||||||||||||
| (Parent Credit | (Credit Support | Subsidiary Credit | Other South Bow | Consolidating | Total Consolidated | |||||||||||||||||||||||||||||||||||||||||||
| (millions of U.S. dollars) | Supporter) | Issuer) | Supporters | Subsidiaries | Adjustments (3) | Amounts | ||||||||||||||||||||||||||||||||||||||||||
| June 30, | December | June 30, | December | June 30, | December | June 30, | December | June 30, | December | June 30, | December | |||||||||||||||||||||||||||||||||||||
| As at |
2025 | 31, 2024 | 2025 | 31, 2024 | 2025 | 31, 2024 | 2025 | 31, 2024 | 2025 | 31, 2024 | 2025 | 31, 2024 | ||||||||||||||||||||||||||||||||||||
| Current assets |
9 | 10 | — | — | 69 | 102 | 3,384 | 3,230 | (1,165 | ) | (1,144 | ) | 2,297 | 2,198 | ||||||||||||||||||||||||||||||||||
| Non-current assets |
2,281 | 2,281 | 6,560 | 6,560 | 2,395 | 2,341 | 25,179 | 25,502 | (27,229 | ) | (27,553 | ) | 9,186 | 9,131 | ||||||||||||||||||||||||||||||||||
| Current liabilities |
313 | 101 | 954 | 677 | 143 | 151 | 1,583 | 1,932 | (1,201 | ) | (1,100 | ) | 1,792 | 1,761 | ||||||||||||||||||||||||||||||||||
| Non-current liabilities |
— | — | 7,704 | 7,704 | 2,636 | 2,516 | 3,288 | 3,286 | (6,574 | ) | (6,548 | ) | 7,054 | 6,958 | ||||||||||||||||||||||||||||||||||
| (1) | The information in this table has been prepared in accordance with securities regulatory requirements and has not been audited or the subject of a review by the Company’s auditor. For the purposes of this consolidating summary financial information, investments in subsidiaries are accounted for using the equity method. |
| (2) | Prior to the Spinoff Transaction on October 1, 2024, revenue and net income (loss) reported in this table were revenue and net income (loss) as recorded by TC Energy Corporation for the entities that were reorganized to form the consolidated financial information of South Bow subsequent to the Spinoff Transaction. Accordingly, references to Other South Bow Subsidiaries, Consolidating Adjustments and Total Consolidated Amounts in this table include combining entities and entities that were not consolidated with South Bow prior to the Spinoff Transaction but were necessary to include in the table for comparative purposes. |
| (3) | This column includes the necessary adjustments to eliminate the intercompany balances from South Bow, the Company, the Subsidiary Credit Supporters and Other South Bow Subsidiaries to arrive at the information for South Bow on a consolidated basis. |
Exhibit 99.2
NOTICE OF RELIANCE
SECTION 13.4 OF NATIONAL INSTRUMENT 51-102 - CONTINUOUS DISCLOSURE OBLIGATIONS
August 13, 2025
| To: |
Alberta Securities Commission |
|
| British Columbia Securities Commission |
||
| Financial and Consumer Affairs Authority of Saskatchewan |
||
| Manitoba Securities Commission |
||
| Ontario Securities Commission |
||
| Autorité des marchés financiers |
||
| Financial and Consumer Services Commission (New Brunswick) |
||
| Nova Scotia Securities Commission |
||
| Prince Edward Island Securities Office |
||
| Government of Newfoundland and Labrador Financial Services Regulation Division |
||
| Northwest Territories Securities Office |
||
| Office of the Superintendent of Securities, Community Services (Yukon) |
||
| Nunavut Securities Office |
Notice is hereby given that South Bow Canadian Infrastructure Holdings Ltd. (the “Company”) relies on the continuous disclosure documents filed by South Bow Corporation (“South Bow”) pursuant to the exemption from the requirements of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”) provided in Section 13.4 of NI 51-102. The continuous disclosure documents of South Bow can be found in electronic format at www.sedarplus.ca. Attached to this Notice and forming part hereof is the consolidating summary financial information for South Bow for the applicable period(s) required by Section 13.4 of NI 51-102.
| South Bow Canadian Infrastructure Holdings Ltd.
|
| /s/ Van Dafoe |
| Van Dafoe |
| Vice-President |
UNAUDITED SUMMARY FINANCIAL INFORMATION
South Bow fully and unconditionally guarantees the payment obligations of the Company, its 100% owned subsidiary, under the notes issued by the Company. Accordingly, the following unaudited consolidated summary financial information is provided by the Company in compliance with the requirements of Section 13.4 of NI 51-102 providing for an exemption for certain credit support issuers.
The following tables contain summary financial information for the Company for the six months ended June 30, 2025 and 2024, and as at June 30, 2025 and December 31, 2024, presented with separate columns for each of the following: (a) South Bow (as Parent Credit Supporter); (b) the Company (as Credit Support Issuer); (c) South Bow Infrastructure Holdings Ltd. and South Bow USA Infrastructure Holdings LLC, on a combined basis (collectively the “Subsidiary Credit Supporters”); (d) the non-guarantor subsidiaries of South Bow other than the Company and the Subsidiary Credit Supporters (collectively, the “Other South Bow Subsidiaries”), on a combined basis; (e) consolidating adjustments; and (f) total consolidated amounts.
For the six months ended June 30, 2025 and 2024 (1),(2):
| South Bow | Company | |||||||||||||||||||||||||||||||||||||||||||||||
| (Parent Credit | (Credit Support | Subsidiary Credit | Other South Bow | Consolidating | Total Consolidated | |||||||||||||||||||||||||||||||||||||||||||
| (millions of U.S. dollars) | Supporter) | Issuer) | Supporters | Subsidiaries | Adjustments (3) | Amounts | ||||||||||||||||||||||||||||||||||||||||||
| For the six months ended June 30, |
2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||
| Revenue |
— | — | — | — | — | — | 1,279 | 7,901 | (257 | ) | (6,803 | ) | 1,022 | 1,098 | ||||||||||||||||||||||||||||||||||
| Net income (loss) |
(2 | ) | — | (62 | ) | (35 | ) | (286 | ) | (107 | ) | 546 | 404 | (12 | ) | (62 | ) | 184 | 200 | |||||||||||||||||||||||||||||
As at June 30, 2025 and December 31, 2024 (1),(2):
| South Bow | Company | |||||||||||||||||||||||||||||||||||||||||||||||
| (Parent Credit | (Credit Support | Subsidiary Credit | Other South Bow | Consolidating | Total Consolidated | |||||||||||||||||||||||||||||||||||||||||||
| (millions of U.S. dollars) | Supporter) | Issuer) | Supporters | Subsidiaries | Adjustments (3) | Amounts | ||||||||||||||||||||||||||||||||||||||||||
| June 30, | December | June 30, | December | June 30, | December | June 30, | December | June 30, | December | June 30, | December | |||||||||||||||||||||||||||||||||||||
| As at |
2025 | 31, 2024 | 2025 | 31, 2024 | 2025 | 31, 2024 | 2025 | 31, 2024 | 2025 | 31, 2024 | 2025 | 31, 2024 | ||||||||||||||||||||||||||||||||||||
| Current assets |
9 | 10 | — | — | 69 | 102 | 3,384 | 3,230 | (1,165 | ) | (1,144 | ) | 2,297 | 2,198 | ||||||||||||||||||||||||||||||||||
| Non-current assets |
2,281 | 2,281 | 1,699 | 1,662 | 7,256 | 7,239 | 25,179 | 25,502 | (27,229 | ) | (27,553 | ) | 9,186 | 9,131 | ||||||||||||||||||||||||||||||||||
| Current liabilities |
313 | 101 | 141 | 88 | 956 | 740 | 1,583 | 1,932 | (1,201 | ) | (1,100 | ) | 1,792 | 1,761 | ||||||||||||||||||||||||||||||||||
| Non-current liabilities |
— | — | 2,288 | 2,192 | 8,052 | 8,028 | 3,288 | 3,286 | (6,574 | ) | (6,548 | ) | 7,054 | 6,958 | ||||||||||||||||||||||||||||||||||
| (1) | The information in this table has been prepared in accordance with securities regulatory requirements and has not been audited or the subject of a review by the Company’s auditor. For the purposes of this consolidating summary financial information, investments in subsidiaries are accounted for using the equity method. |
| (2) | Prior to the Spinoff Transaction on October 1, 2024, revenue and net income (loss) reported in this table were revenue and net income (loss) as recorded by TC Energy Corporation for the entities that were reorganized to form the consolidated financial information of South Bow subsequent to the Spinoff Transaction. Accordingly, references to Other South Bow Subsidiaries, Consolidating Adjustments and Total Consolidated Amounts in this table include combining entities and entities that were not consolidated with South Bow prior to the Spinoff Transaction but were necessary to include in the table for comparative purposes. |
| (3) | This column includes the necessary adjustments to eliminate the intercompany balances from South Bow, the Company, the Subsidiary Credit Supporters and Other South Bow Subsidiaries to arrive at the information for South Bow on a consolidated basis. |