Pembina Pipeline Corporation ("Pembina" or the "Company") (TSX:
PPL; NYSE: PBA) announced today that it has agreed to issue $1.8
billion aggregate principal amount of senior unsecured medium-term
notes (the "Offering"). The Offering will be conducted in three
tranches consisting of: $600 million principal amount of senior
unsecured medium-term notes, series 20 (the "Series 20 Notes")
having a fixed coupon of 5.02% per annum, paid semi-annually, and
maturing on January 12, 2032; $600 million principal amount of
senior unsecured medium-term notes, series 21 (the "Series 21
Notes") having a fixed coupon of 5.21% per annum, paid
semi-annually, and maturing on January 12, 2034; and $600 million
principal amount of senior unsecured medium-term notes, series 22
(the "Series 22 Notes") having a fixed coupon of 5.67% per annum,
paid semi-annually, and maturing on January 12, 2054.
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Closing of the Offering is expected to occur on January 12,
2024. Pembina intends to use the net proceeds of the Offering: (i)
to fund a portion of the purchase price for the previously
announced acquisition (the "Acquisition") of all of the interests
of Enbridge Inc. in the Alliance, Aux Sable and NRGreen Power joint
ventures and related operatorship contracts; (ii) to repay
indebtedness of the Company under its unsecured $1.5 billion
revolving credit facility; and (iii) for general corporate
purposes.
Pembina will be required to redeem the Series 20 Notes and the
Series 21 Notes pursuant to a special mandatory redemption at a
redemption price equal to 101% of the aggregate principal amount of
the Series 20 Notes and the Series 21 Notes, plus accrued and
unpaid interest to, but excluding, the date of such special
mandatory redemption, if (i) the closing of the Acquisition has not
occurred on or prior to 5:00 p.m. (Calgary time) on October 1, 2024
(the "Outside Date"); (ii) the purchase and sale agreement in
respect of the Acquisition is terminated at any time prior to the
Outside Date; (iii) Pembina gives notice to Computershare Trust
Company of Canada, as trustee, that it does not intend to proceed
with the Acquisition; or (iv) the Company announces to the public
that it does not intend to proceed with the Acquisition.
The Series 20 Notes, the Series 21 Notes and the Series 22 Notes
are being offered through a syndicate of dealers under Pembina's
short-form base shelf prospectus dated December 20, 2023, as
supplemented by related pricing supplements dated January 10,
2024.
This news release does not constitute an offer to sell or the
solicitation of an offer to buy the notes in any jurisdiction. The
notes being offered have not been approved or disapproved by any
regulatory authority. The notes have not been and will not be
registered under the United States Securities Act of 1933, as
amended, or any state securities law, and may not be offered or
sold within the United States.
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 news release contains certain forward-looking statements
and forward-looking information (collectively, "forward-looking
statements"), including 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
"expect", "intend", "will", "shall", and similar expressions
suggesting future events or future performance.
In particular, this news release contains forward-looking
statements relating to the Offering, including the anticipated
closing date of the Offering and the use of the net proceeds of the
Offering. 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 Acquisition; oil and gas industry
exploration and development activity levels and the geographic
region of such activity; that favourable market conditions exist;
the success of Pembina's operations; prevailing commodity prices,
interest rates, carbon prices, tax rates and exchange rates; the
ability of Pembina to maintain current credit ratings; the
availability of capital to fund the Acquisition and future capital
requirements relating to existing assets and projects; future
operating costs; geotechnical and integrity costs; that all
required regulatory and environmental approvals can be obtained on
the necessary terms in a timely manner; prevailing regulatory, tax
and environmental laws and regulations; maintenance of operating
margins; and certain other assumptions in respect of Pembina's
forward-looking statements detailed in Pembina's Annual Information
Form for the year ended December 31, 2022 (the "AIF") and
Management's Discussion and Analysis for the year ended December
31, 2022 (the "Annual MD&A"), which were each filed on SEDAR on
February 23, 2023, in Pembina's Management's Discussion and
Analysis dated November 2, 2023 for the three and nine months ended
September 30, 2023 (the "Interim MD&A"), and from time to time
in Pembina's public disclosure documents available at
www.sedarplus.ca, www.sec.gov and through Pembina's website at
www.pembina.com.
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: the ability of
Pembina and Enbridge Inc. to receive all necessary regulatory
approvals and satisfy all other necessary conditions to closing of
the Acquisition on a timely basis or at all; the regulatory
environment and decisions and Indigenous and landowner consultation
requirements; the impact of competitive entities and pricing;
reliance on third parties to successfully operate and maintain
certain assets; the strength and operations of the oil and natural
gas production industry and related commodity prices;
non-performance or default by counterparties to agreements with
Pembina or one or more of its affiliates; actions taken by
governmental or regulatory authorities; the ability of Pembina to
acquire or develop the necessary infrastructure in respect of
future development projects; fluctuations in operating results;
adverse general economic and market conditions in Canada, North
America and worldwide; the ability to access various sources of
debt and equity capital; changes in credit ratings; counterparty
credit risk; and certain other risks and uncertainties detailed in
the AIF, Annual MD&A, Interim MD&A and from time to time in
Pembina's public disclosure documents available at www.sedar.com,
www.sec.gov and through Pembina's website at www.pembina.com. In
addition, the closing of the Offering may not be completed, or may
be delayed, if the conditions to the closing of the Offering are
not satisfied on the anticipated timeline or at all. Accordingly,
there is a risk that the Offering will not be completed within the
anticipated time, on the terms currently proposed, or at all. The
intended use of the net proceeds of the Offering by Pembina may
change if the board of directors of Pembina determines that it
would be in the best interests of Pembina to deploy the proceeds
for some other purpose and there can be no guarantee as to how or
when such proceeds may be used.
Accordingly, readers are cautioned that events or circumstances
could cause results to differ materially from those predicted,
forecasted or projected. The forward-looking statements contained
in this news release 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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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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