CALGARY, Aug. 27, 2015 /PRNewswire/ - Pembina Pipeline
Corporation ("Pembina" or the "Company") (TSX: PPL; NYSE: PBA)
announced today that it has issued notices of redemption to holders
of its Series C 5.75% convertible unsecured subordinated debentures
(the "Series C Debentures") and its Series E 5.75% convertible
unsecured subordinated debentures (the "Series E Debentures" and
together with the Series C Debentures, the "Debentures") pursuant
to which Pembina will redeem the
entire outstanding principal amount of the Debentures on
October 13, 2015 (the "Redemption
Date"). As at the date hereof $229,828,000 aggregate principal amount of Series
C Debentures and $21,693,000
aggregate principal amount of Series E Debentures
remain outstanding.
The Debentures will be redeemed on the Redemption Date at a
price equal to the principal amount thereof, plus accrued and
unpaid interest from June 30, 2015 to
but excluding the Redemption Date, less any applicable tax
withholdings. In each case, subject to regulatory approval,
Pembina intends to satisfy the
redemption price through the issuance of common shares in the
capital of Pembina ("Common
Shares").
The number of Common Shares to be issued will be calculated on
the Redemption Date by dividing the outstanding principal amount of
each series of Debentures by 95% of the volume weighted average
trading price of the Common Shares on the Toronto Stock Exchange
for the 20 consecutive trading days ending on October 5, 2015. Any accrued and unpaid interest
on the Debentures will be paid in cash and cash will also be paid
in lieu of any fractional Common Shares that would otherwise be
issued. Subject to prior regulatory approval, Pembina intends to have the Debentures
de-listed from the Toronto Stock Exchange following their
redemption.
Holders of Debentures remain entitled to convert their
Debentures at the current conversion price of $28.55 for the Series C Debentures and
$24.94 for the Series E Debentures at
any time up to the close of business on October 9, 2015. Holders should contact their
broker, or other professional advisors, to determine the best
course of action having regard to their particular
circumstances.
In the circumstance where a holder's Debentures are held through
a broker, the broker should be contacted immediately as the process
for exercising the conversion privilege is also subject to the
rules and procedures of the broker and of CDS Clearing and
Depository Services Inc. Holders of Debentures should also be aware
that the applicable timing and deadlines for conversion may vary
from broker to broker. All holders of the Debentures who fail to
deliver a notice of conversion on or prior to October 9, 2015 (or such earlier time as may be
required by their broker) shall have their Debentures redeemed on
the Redemption Date pursuant to the calculation set out above.
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 over 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 Information and Statements
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 "will", "expects", "intends", and similar
expressions.
In particular, this news release contains forward-looking
statements and information relating to the redemption of the
Debentures, the issuance of Common Shares as payment of the
redemption price, the payment of cash in respect of interest and
fractional shares and the anticipated de-listing of the Debentures.
These forward-looking statements are being made by Pembina based on certain assumptions that
Pembina has made in respect
thereof as at the date of this news release, regarding, among other
things that all required regulatory approvals will be obtained on
the necessary terms in a timely manner; and that Pembina will, on the Redemption Date, meet all
of the required terms and conditions of the Debentures (including
those set forth in the applicable debenture indentures) in order to
effect the redemption on the terms currently contemplated (which
includes assumptions respecting trading prices of the Common
Shares). 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 risk
that regulatory approvals will not be obtained in the timelines or
on the terms required thereby delaying the redemption or causing it
to not occur at all; the risk that Pembina will not be able to meet the
requirements for redemption on the Redemption Date, including with
respect to the price of its Common Shares, which ability may be
impacted by a number of risk factors including, regulatory
environment and decisions, 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, actions by governmental or
regulatory authorities including changes in tax laws and treatment,
changes in royalty rates or increased environmental regulation;
adverse general economic and market conditions in Canada, North
America and elsewhere, fluctuations in operating results,
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.
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.
SOURCE Pembina Pipeline Corporation