CALGARY, Sept. 2, 2014 /PRNewswire/ - Pembina Pipeline
Corporation ("Pembina" or "the Company") (TSX: PPL; NYSE: PBA) is
pleased to announce that it has entered into an agreement with a
syndicate of underwriters (together, the "Underwriters") pursuant
to which the Underwriters have agreed to purchase from Pembina
6,000,000 cumulative redeemable rate reset class A preferred
shares, Series 7 (the "Series 7 Preferred Shares") at a price of
$25.00 per share for distribution to
the public.
The holders of Series 7 Preferred Shares will be entitled to
receive fixed cumulative dividends at an annual rate of
$1.125 per share, payable quarterly
on the 1st day of March, June, September and December, as and when
declared by the Board of Directors of Pembina, yielding 4.50 per
cent per annum, for the initial fixed rate period to but excluding
December 1, 2019. The first quarterly
dividend payment date is scheduled for December 1, 2014. The dividend rate will reset on
December 1, 2019 and every five years
thereafter at a rate equal to the sum of the then five-year
Government of Canada bond yield
plus 2.94 per cent. The Series 7 Preferred Shares are redeemable by
Pembina, at its option, on December 1,
2019 and on December 1 of
every fifth year thereafter at a price of $25.00 per share plus accrued and unpaid
dividends.
The holders of Series 7 Preferred Shares will have the right to
convert their shares into cumulative redeemable floating rate class
A preferred shares, Series 8 (the "Series 8 Preferred Shares"),
subject to certain conditions, on December
1, 2019 and on December 1 of
every fifth year thereafter. The holders of Series 8 Preferred
Shares will be entitled to receive quarterly floating rate
cumulative dividends, as and when declared by the Board of
Directors of Pembina, at a rate equal to the sum of the then 90-day
Government of Canada treasury bill
rate plus 2.94 per cent.
Pembina has granted to the underwriters an option, exercisable
at any time up to 48 hours prior to the closing of the offering, to
purchase up to an additional 2,000,000 Series 7 Preferred Shares at
a price of $25.00 per share.
Closing of the offering is expected on September 11, 2014, subject to customary closing
conditions.
The proceeds from the offering will be used to help fund a
portion of Pembina's proposed purchase of the Vantage pipeline
system and the Saskatchewan Ethane Extraction Plant from Mistral
Midstream Inc. and other entities controlled by Riverstone Holdings
LLC (the "Transaction"), as well as to fund a portion of the
remainder of the Company's 2014 capital expenditure program and for
general corporate purposes. The Transaction is subject to
regulatory approvals including approval of the National Energy
Board and under the Competition Act (Canada) and the Canada Transportation Act,
required consents and other customary closing conditions. The
closing of the offering of the Series 7 Preferred Shares is not
conditional on the closing of the Transaction. If the Transaction
does not close, the portion of proceeds to be allocated to the
Transaction will be reallocated to fund a portion of the remainder
of the Company's 2014 capital expenditure program, and for general
corporate purposes.
The offering is being made by means of a prospectus supplement
under the short form base shelf prospectus filed by the Company on
February 22, 2013 in each of the
provinces of Canada.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in
the United States. The securities
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act") or
any state securities laws and may not be offered or sold within
the United States unless
registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is
available.
About Pembina
Calgary-based Pembina Pipeline
Corporation is a leading transportation and midstream service
provider that has been serving North
America's energy industry for 60 years. Pembina owns and
operates pipelines that transport various hydrocarbon liquids
including conventional and synthetic crude oil, heavy oil and oil
sands products, condensate (diluent) and natural gas liquids
produced in western Canada. The
Company also owns and operates gas gathering and processing
facilities and an oil and natural gas liquids infrastructure and
logistics business. With facilities strategically located in
western Canada and in natural gas
liquids markets in eastern Canada
and the U.S., Pembina also offers a full spectrum of midstream and
marketing services that spans across its operations. Pembina's
integrated assets and commercial operations enable it to offer
services needed by the energy sector along the hydrocarbon value
chain.
Forward-Looking Statements & Information
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
"plans", "expects", "proposes", "projects", "will", "estimates",
"anticipates", "develop", "could" and similar expressions
suggesting future events or future performance.
This news release contains certain forward-looking
information and statements that are based on Pembina's current
expectations, estimates, projections and assumptions in light of
its experience and its perception of historical trends. In
this news release, such forward-looking information and statements
can be identified by terminology such as "to be", "expects",
"projects" and similar expressions.
In particular, this news release contains forward-looking
statements and information relating to the planned use of proceeds,
including the Transaction, Pembina's growth projects and size of
and timing for the offering. These forward-looking statements
and information are being made by Pembina based on certain
assumptions that Pembina has made in respect thereof as at the date
of this document, including: that favourable growth parameters
continue to exist in respect of current and future growth projects
(including the ability to finance such projects on favourable
terms); and that Pembina's businesses will continue to achieve
sustainable financial results. 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: 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; and certain other risks detailed from time to
time in Pembina's public disclosure documents including, among
other things, those detailed under the heading "Risk Factors" in
Pembina's management's discussion and analysis and annual
information form for the year ended December
31, 2013, which can be found at www.sedar.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 timelines 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 or if the
Transaction does not close as planned.
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.
Pembina Pipeline® is a registered trademark of Pembina
Pipeline Corporation.
SOURCE Pembina Pipeline Corporation