Pembina Announces Offer to Purchase Series E and Series F 5.75% Convertible Debentures
22 April 2012 - 4:16PM
PR Newswire (Canada)
CALGARY, April 24, 2012 /CNW/ - Pembina Pipeline Corporation
("Pembina") 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") , and its 5.75% convertible unsecured
subordinated debentures maturing on December 31, 2018 ("Series F
Debentures" 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% | |Closing Price| |Conversion| |Convertible| |at April 16, |
|Price per | |Debentures |Maturity Date| 2012(1) |Offer Price(1)|
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.
Pembina Pipeline Corporation CONTACT: Investor RelationsAshley
Nuell or Hayley Nelson(403) 231-75001-888-428-3222e-mail:
investor-relations@pembina.comwww.pembina.com
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