The Securities Commission granted TC Energy Corporation (the Filer) relief from certain requirements under National Instrument 52-107 (NI 52-107) related to the preparation and auditing of financial statements. The Filer, an SEC issuer, plans to spin off its Liquids Business into a new company (SpinCo). The relief allows the Filer to prepare SpinCo’s financial statements in accordance with U.S. GAAP and have them audited under U.S. PCAOB GAAS, instead of Canadian GAAP and GAAS, for inclusion in a management information circular for a special shareholder meeting to approve the spin-off.
Key conditions for the relief include:
1. The Filer must disclose its reliance on the exemption in the circular.
2. The Filer must file a registration statement with the SEC within two business days of mailing the circular.
3. If SpinCo does not become an SEC issuer within 20 days post-separation, the Filer and SpinCo must re-file the financial statements in accordance with Canadian standards.
The decision also includes confidentiality relief for the application materials until the earliest of 90 days from the decision date, the mailing of the circular, or the announcement that the separation will not proceed. The decision is based on the Filer’s representations and is subject to specific conditions to ensure compliance and transparency.