Pembina Pipeline Corporation Announces Closing of $1.28 Billion Bought Deal Offering of Subscription Receipts
19 Dezembro 2023 - 10:27AM
Business Wire
Pembina Pipeline Corporation ("Pembina" or the "Company") (TSX:
PPL; NYSE: PBA) is pleased to announce that it has closed its
previously announced bought deal offering (the "Offering") of
subscription receipts ("Subscription Receipts"). Pursuant to the
Offering, the Company issued 29,900,000 Subscription
Receipts, including 3,900,000 Subscription Receipts issued
pursuant to the exercise in full by the underwriters of their
over-allotment option. The Subscription Receipts were issued at an
offering price of $42.85 per Subscription Receipt for total gross
proceeds of approximately $1.28 billion.
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the full release here:
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Each Subscription Receipt entitles the holder thereof to receive
(i) automatically upon the closing of the Acquisition (as defined
below), without any further action on the part of the holder
thereof and without payment of additional consideration, one (1)
common share ("Common Share") of Pembina, and (ii) payments per
Subscription Receipt equal to the cash dividends per Common Share,
if any, paid or payable to holders of Common Shares in respect of
all record dates for such dividends occurring from the date hereof
to, but excluding, the closing date of the Acquisition, to be paid
to Subscription Receipt holders of record on the record date for
the corresponding dividend on the Common Shares on the date on
which such dividend is paid to holders of Common Shares.
The Subscription Receipts will begin trading on the Toronto
Stock Exchange under the symbol "PPL.R" today.
The net proceeds of the Offering will be held in escrow and are
expected to be used by Pembina to fund a portion of the purchase
price of Pembina's previously announced acquisition of all of the
interests of Enbridge Inc. in the Alliance, Aux Sable and NRGreen
joint ventures (the "Acquisition"). Closing of the Acquisition is
expected to occur in the first half of 2024 and is subject to the
satisfaction or waiver of customary closing conditions. For further
information regarding the Acquisition and the Subscription
Receipts, including related risk factors, refer to the Company's
prospectus supplement dated December 14, 2023 to the base shelf
prospectus dated December 13, 2023, a copy of which is available on
the Company's profile at www.sedarplus.ca and at www.sec.gov.
The Subscription Receipts were offered through a syndicate of
underwriters, co-led by TD Securities Inc., RBC Capital Markets and
Scotiabank.
This news release does not constitute an offer to sell or the
solicitation of an offer to buy the Subscription Receipts. The
Subscription Receipts have not been approved or disapproved by any
regulatory authority.
About Pembina
Pembina Pipeline Corporation is a leading energy transportation
and midstream service provider that has served North America's
energy industry for more than 65 years. Pembina owns an integrated
network of hydrocarbon liquids and natural gas pipelines, gas
gathering and processing facilities, oil and natural gas liquids
infrastructure and logistics services, and an export terminals
business. Through our integrated value chain, we seek to provide
safe and reliable energy solutions that connect producers and
consumers across the world, support a more sustainable future and
benefit our customers, investors, employees and communities. For
more information, please visit www.pembina.com.
Purpose of Pembina: We deliver extraordinary energy solutions so
the world can thrive.
Pembina is structured into three Divisions: Pipelines Division,
Facilities Division and Marketing & New Ventures Division.
Pembina's common shares trade on the Toronto and New York stock
exchanges under PPL and PBA, respectively. For more information,
visit www.pembina.com.
Forward-Looking Information and Statements
This document contains certain forward-looking statements and
information (collectively, "forward-looking statements") within the
meaning of the "safe harbor" provisions of applicable securities
legislation that are based on Pembina's current expectations,
estimates, projections and assumptions in light of its experience
and its perception of historical trends. In some cases,
forward-looking statements can be identified by terminology such as
"intend", "will", "shall", and similar expressions suggesting
future events or future performance.
In particular, this news release contains forward-looking
statements relating to: the expected use of the net proceeds of the
Offering; the listing of the Subscription Receipts on the TSX; the
Acquisition including the anticipated timing of closing thereof.
These forward-looking statements are based on certain assumptions
that Pembina has made in respect thereof as at the date of this
news release, including: the ability to close the Acquisition,
including the timing thereof; the ability to obtain, in a timely
manner, regulatory, stock exchange and other required approvals in
connection with the Offering and the Acquisition; prevailing
commodity prices, margins and exchange rates, that Pembina's
businesses will continue to achieve sustainable financial results
and that future results of operations will be consistent with past
performance and management expectations in relation thereto, the
availability and sources of capital, operating costs, ongoing
utilization and future expansions, the ability to reach required
commercial agreements, and the ability to obtain required
regulatory approvals. These forward-looking statements are not
guarantees of future performance and are subject to a number of
known and unknown risks and uncertainties, including, but not
limited to: failure to complete the Acquisition; failure to obtain,
in a timely manner, regulatory, stock exchange and other required
approvals in connection with the Offering and the Acquisition;
unexpected costs or liabilities related to the Acquisition; the
anticipated effect of the Acquisition on Pembina's credit ratings;
non-performance of agreements in accordance with their terms; the
impact of competitive entities and pricing; reliance on key
industry partners, alliances and agreements; the strength and
operations of the oil and natural gas production industry and
related commodity prices; the continuation or completion of
third-party projects; regulatory environment and inability to
obtain required regulatory approvals; tax laws and treatment;
fluctuations in operating results; the ability of Pembina to raise
sufficient capital to complete future projects and satisfy future
commitments; construction delays; labour and material shortages;
risks relating to widespread epidemics or pandemic outbreaks,
including the COVID-19 pandemic; general economic, market and
business conditions; and the behaviour of financial markets,
including fluctuations in interest and exchange rates, the pricing
of comparable securities and Pembina's credit ratings; and certain
other risks detailed from time to time in Pembina's public
disclosure documents including, among others, those detailed under
the heading "Risk Factors" in Pembina's management's discussion and
analysis and annual information form, each for the year ended
December 31, 2022, and in Pembina's management's discussion and
analysis for the three and nine months ended September 30, 2023,
all which can be found at www.sedarplus.com and with the U.S.
Securities and Exchange Commission at www.sec.gov and available on
Pembina's website at www.pembina.com.
Accordingly, readers are cautioned that events or circumstances
could cause results to differ materially from those predicted,
forecasted or projected. Such forward-looking statements are
expressly qualified by the above statements. Pembina does not
undertake any obligation to publicly update or revise any
forward-looking statements or information contained herein, except
as required by applicable laws.
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version on businesswire.com: https://www.businesswire.com/news/home/20231218346966/en/
For further information: Investor Relations (403) 231-3156
1-855-880-7404 e-mail: investor-relations@pembina.com
www.pembina.com
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