/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES./
CALGARY, March 31, 2015 /CNW/ - 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 co-led by Scotiabank and RBC
Capital Markets (together, the "Underwriters") pursuant to which
the Underwriters have agreed to purchase from Pembina 8,000,000 cumulative redeemable rate
reset class A preferred shares, Series 9 (the "Series 9 Preferred
Shares") at a price of $25.00 per
share for distribution to the public.
The holders of Series 9 Preferred Shares will be entitled to
receive fixed cumulative dividends at an annual rate of
$1.1875 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 4.75 per cent per annum, for
the initial fixed rate period to but excluding December 1, 2020. The first quarterly dividend
payment date is scheduled for September 1,
2015. The dividend rate will reset on December 1, 2020 and every five years thereafter
at a rate equal to the sum of the then five-year Government of
Canada bond yield plus 3.91 per
cent. The Series 9 Preferred Shares are redeemable by Pembina, at its option, on December 1, 2020 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 9 Preferred Shares will have the right to
convert their shares into cumulative redeemable floating rate class
A preferred shares, Series 10 (the "Series 10 Preferred Shares"),
subject to certain conditions, on December
1, 2020 and on December 1 of
every fifth year thereafter. The holders of Series 10 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 3.91 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 9 Preferred Shares at a price of
$25.00 per share.
Closing of the offering is expected on April 10, 2015, subject to customary closing
conditions.
Proceeds from the offering will be used to reduce indebtedness
under the Company's credit facilities, which was incurred in
connection with Pembina's 2015
capital expenditure program.
The offering is being made by means of a prospectus supplement
under the short form base shelf prospectus filed by the Company on
March 18, 2015 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 and ethane produced in North Dakota. 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.
In particular, this news release contains forward-looking
statements and information relating to the planned use of proceeds
,size of and timing for the offering, and the timing of dividend
payments. 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, 2014, 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.
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