The Securities Commission granted TC Energy Corporation (the Filer) an exemption from certain requirements under National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards (NI 52-107). Specifically, the Filer sought relief from the requirement that financial statements be audited in accordance with Canadian GAAS, as the Filer plans to spin off its Liquids Business into a new company (SpinCo). The financial statements for SpinCo and the spin-out business will be audited in accordance with U.S. GAAS. SpinCo will not initially meet the definition of an SEC Issuer under NI 52-107 but is expected to qualify upon completion of the separation. If SpinCo does not become an SEC Issuer within 20 days post-separation, the Filer and SpinCo must re-file the financial statements audited in accordance with Canadian GAAS. The decision also includes confidentiality provisions for the application materials. The exemption is granted under the condition that the Filer complies with specific disclosure and re-filing requirements if SpinCo does not achieve SEC Issuer status. Relevant legislative provisions include sections 3.2(1), 3.3(1)(a), and 3.14(1) of NI 52-107.
