Pembina Pipeline Corporation ("Pembina" or the "Company") (TSX:
PPL; NYSE: PBA) announced today that it has agreed to issue $200
million aggregate principal amount of 5.95% Fixed-to-Fixed Rate
Subordinated Notes, Series 2 (the "Series 2 Notes") due June 6,
2055 (the "Offering").
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The Offering is expected to close on or about June 6, 2025,
subject to customary closing conditions. Pembina intends to use the
net proceeds of the Offering to fund the redemption of its
outstanding Cumulative Redeemable Rate Reset Class A Preferred
Shares, Series 19 (TSX: PPL.PR.S) (the "Series 19 Class A Preferred
Shares") and for general corporate purposes. Pending any such use
of the net proceeds of the Offering, Pembina may either invest the
net proceeds from the issuance of the Series 2 Notes in bank
deposits and/or other money market instruments or temporarily
reduce short-term indebtedness.
The Series 2 Notes are being offered through a syndicate of
underwriters, co-led by CIBC Capital Markets, BMO Capital Markets
and Scotiabank, under Pembina’s short form base shelf prospectus
dated December 13, 2023, as supplemented by a prospectus supplement
to be dated on or about June 2, 2025.
Following closing of the Offering, Pembina intends to commence a
consent solicitation from holders of its $600 million aggregate
principal amount of 4.80% Fixed-to-Fixed Rate Subordinated Notes,
Series 1 due January 25, 2081 (the "Series 1 Notes") to amend the
indenture governing the Series 1 Notes to, among other things,
provide for an exchange right to allow the holders of the Series 1
Notes to exchange all outstanding principal amount of their Series
1 Notes for an equal principal amount of a new series of notes (the
"Series 3 Notes") having substantially the same economic terms,
including interest rate, interest payment dates, interest reset
dates, maturity date and redemption provisions as the Series 1
Notes, but excluding provisions of the Series 1 Notes regarding
delivery of preferred shares upon the occurrence of certain
bankruptcy and related events, together with an entitlement under
the Series 3 Notes for payment of an amount equal to the interest
accrued on the Series 1 Notes that are exchanged. The removal of
the provisions for delivery of preferred shares upon the occurrence
of certain bankruptcy and related events from the Series 3 Notes
would ensure that the Series 3 Notes rank equally in right of
payment with the Series 2 Notes upon the occurrence of such events.
The terms of the consent solicitation and proposed amendments to
the indenture governing the Series 1 Notes will be described in a
consent solicitation statement to be delivered to the registered
holders of Series 1 Notes. Pembina reserves the right not to
commence the consent solicitation, or terminate, withdraw, extend
or modify the terms of the consent solicitation, in its sole
discretion.
This news release does not constitute an offer to sell or the
solicitation of an offer to buy the Series 2 Notes in any
jurisdiction. The Series 2 Notes being offered have not been
approved or disapproved by any regulatory authority. The Series 2
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 or to,
or for the account or benefit of, United States persons.
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 70 years. Pembina owns an extensive
network of strategically-located assets, including 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 intended use of the net
proceeds of the Offering; and the redemption of the Series 19 Class
A Preferred Shares, including the occurrence thereof; Pembina's
intention to commence a consent solicitation to amend the indenture
governing the Series 1 Notes, including the terms thereof and the
terms of the Series 3 Notes, and the delivery of a consent
solicitation statement in connection therewith. 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: 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 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, 2024 (the "AIF")
and Management's Discussion and Analysis for the year ended
December 31, 2024 (the "Annual MD&A"), which were each filed on
SEDAR+ on February 27, 2025, in Pembina's Management's Discussion
and Analysis for the three months ended March 31, 2025 (the
"Interim MD&A"), which was filed on SEDAR+ on May 8, 2025, 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 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.sedarplus.ca, www.sec.gov and through Pembina's website at
www.pembina.com. In addition, the closing of the Offering and the
redemption of the Series 19 Class A Preferred Shares may not be
completed, or may be delayed, if the conditions to the completion
thereof are not satisfied on the anticipated timeline or at all.
Accordingly, there is a risk that the Offering will not be
completed and the Series 19 Class A Preferred Shares may not be
redeemed within the anticipated time, on the terms currently
proposed, or at all. Further, the consent solicitation to amend the
indenture governing the Series 1 Notes may not be commenced, or, if
commenced, may be delayed or terminated, and there is a risk that
the Series 1 Notes may not be exchanged for Series 3 Notes. 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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