CALGARY, April 24, 2012 /PRNewswire/ - Pembina Pipeline
Corporation ("Pembina") (TSX: PPL; NYSE: PBA) announced today that
in connection with its recently completed acquisition (the
"Arrangement") of all of the outstanding shares of Provident Energy
Ltd. ("Provident"), Pembina is making an offer to purchase for cash
(the "Offer") its 5.75% convertible unsecured subordinated
debentures maturing on December 31,
2017 ("Series E Debentures") (TSX Trading Symbol: PPL.DB.E),
and its 5.75% convertible unsecured subordinated debentures
maturing on December 31, 2018
("Series F Debentures" (TSX Trading Symbol: PPL.DB.F) and together
with the Series E Debentures, the "Debentures") at a price equal to
100% of their principal amounts plus accrued and unpaid interest.
Pembina assumed all covenants and obligations in respect of the
Debentures from Provident upon closing of the Arrangement on
April 2, 2012.
Completion of the Arrangement constituted a
change of control under the terms of the trust indentures governing
the Debentures and, consequently, Pembina is required to make the
Offer in accordance with the terms of such trust indentures.
As of April 16,
2012 there was approximately $345
million combined aggregate principal amount outstanding
under the Debentures.
5.75% Convertible
Debentures |
Maturity Date |
Closing Price
at April 16, 2012(1) |
Offer Price(1) |
Conversion Price per
Share(2) |
PPL.DB.E |
Dec. 31, 2017 |
$121.54 |
$100.00 |
$24.94 |
PPL.DB.F |
Dec. 31, 2018 |
$109.70 |
$100.00 |
$29.53 |
(1) Per $100 principal amount
(2) The Debentures may be converted into common
shares of Pembina at the option of the holder of Debentures at the
conversion price per share
The offer to purchase the Debentures will be
delivered to the registered holder of the Debentures and will
remain open for acceptance until 5:00
p.m. (Calgary time) on
May 31, 2012. As the Debentures are
issued in book-entry only form, beneficial holders of Debentures
who wish to accept the Offer must contact the investment dealer,
stockbroker, financial institution or other nominee through which
they hold their Debentures and instruct such nominee to accept the
Offer on their behalf. Beneficial holders should also confirm with
such nominee any deadlines by which the holder must provide
acceptance instructions in order for the nominee to cause the Offer
to be accepted on the holder's behalf before the expiry of the
Offer on May 31, 2012. Notice of the
Offer along with Pembina's offer to purchase the Debentures will be
available on Pembina's SEDAR profile at www.sedar.com.
Holders of Debentures who deposit their
Debentures to the Offer will also receive accrued and unpaid
interest on such tendered Debentures up to, but excluding, the
Offer expiration date of May 31,
2012, being the date of acquisition of the Debentures by
Pembina. Should a Debenture holder elect not to accept the Offer,
the Debentures will remain outstanding and will continue to be
governed by the terms of the trust indentures.
In the event that 90% or more of the principal
amount of the Series E Debentures or 90% or more of the principal
amount of the Series F Debentures outstanding on the date of the
Offer are tendered for purchase by Pembina pursuant to the Offer,
Pembina intends to redeem all of the remaining outstanding Series E
Debentures or Series F Debentures, as the case may be, at the Offer
price, immediately following the expiration of the Offer.
The board of directors of Pembina has not made
any recommendations with respect to whether Debenture holders
should tender their Debentures under the Offer. Holders of
Debentures are urged to carefully evaluate all information in
Pembina's offer to purchase, which will be available on Pembina's
SEDAR profile at www.sedar.com, and to consult their own
investment, legal, tax and other professional advisors and to make
their own decisions whether to deposit their Debentures in
acceptance of the Offer.
Forward-Looking Statements and
Information
This news release may contain certain
forward-looking statements concerning Pembina, as well as other
expectations, plans, goals, objectives, information or statements
about future events, conditions, results of operations or
performance that may constitute "forward-looking statements" or
"forward-looking information" under applicable securities
legislation. Such statements or information involve substantial
known and unknown risks and uncertainties, certain of which are
beyond Pembina's control, including the impact of general economic
conditions in Canada and
the United States, industry
conditions, changes in laws and regulations including the adoption
of new environmental laws and regulations and changes in how they
are interpreted and enforced, increased competition, the lack of
availability of qualified personnel or management, pipeline design
and construction, fluctuations in commodity prices, foreign
exchange or interest rates, stock market volatility and obtaining
required approvals of regulatory authorities.
Such forward-looking statements or
information are based on a number of assumptions which may prove to
be incorrect. In addition to other assumptions identified in this
news release, assumptions have been made regarding, among other
things, commodity prices, operating conditions, capital and other
expenditures, and project development activities.
Although Pembina believes that the
expectations reflected in such forward-looking statements or
information are reasonable, undue reliance should not be placed on
forward-looking statements because Pembina can give no assurance
that such expectations will prove to be correct. Forward-looking
statements or information are based on current expectations,
estimates and projections that involve a number of risks and
uncertainties which could cause actual results to differ materially
from those anticipated by Pembina and described in the
forward-looking statements or information.
The forward-looking statements or information
contained in this news release are made as of the date hereof and
Pembina undertakes no obligation to update publicly or revise any
forward-looking statements or information, whether as a result of
new information, future events or otherwise unless so required by
applicable securities laws. The forward-looking statements or
information contained in this news release are expressly qualified
by this cautionary statement.
About Pembina
With nearly 60 years experience, Calgary-based Pembina Pipeline Corporation is
a responsible transportation and service provider to North America's energy industry. Pembina owns
and operates pipelines that transport conventional and synthetic
crude oil and natural gas liquids produced in western Canada, offers a full spectrum of midstream
and marketing services and has a strong presence in the gas
services sector. Pembina also owns and manages a natural gas
liquids infrastructure and logistics business, with facilities
strategically located in western Canada and in the premium natural gas liquids
markets in eastern Canada and the
U.S. Pembina provides monthly cash dividends to its shareholders.
Pembina's common shares and convertible debentures are traded on
the Toronto Stock Exchange under the symbols PPL and PPL.DB.C,
PPL.DB.E and PPL.DB.F respectively. Pembina's common shares are
traded on the New York Stock Exchange under the symbol PBA.
All dollar values are in Canadian dollars
unless otherwise stated.
SOURCE Pembina Pipeline Corporation