All financial figures are approximate and in Canadian dollars
unless otherwise noted. This news release refers to adjusted
earnings before interest, taxes, depreciation and amortization
("adjusted EBITDA"), and adjusted cash flow from operating
activities ("adjusted cash flow"), which are financial measures
that are not defined by Generally Accepted Accounting Principles
("GAAP"). For more information about these metrics, see "Non-GAAP
Measures" herein.
CALGARY, AB, June 1, 2021 /CNW/ - Pembina Pipeline Corporation
(TSX: PPL) (NYSE: PBA) ("Pembina") and Inter Pipeline Ltd. (TSX:
IPL) ("Inter Pipeline") announced today that they have entered into
an arrangement agreement for Pembina to acquire all of the issued
and outstanding shares of Inter Pipeline in a share-for-share
transaction (the "Transaction"), which values Inter Pipeline common
shares at approximately $8.3 billion,
or $19.45 per share, based on the
closing price of Pembina's common shares on May 31, 2021.
The Transaction will create one of the largest energy
infrastructure companies in Canada, with a pro forma enterprise value of
$53 billion and a diversified and
integrated asset base that can support and grow an extensive value
chain for natural gas, natural gas liquids and crude oil, from
wellhead to end user. Furthermore, past and future investments by
both companies will help access new demand markets for the Western
Canadian Sedimentary Basin ("WCSB"), benefitting Pembina, its
customers and the provinces of Alberta and British
Columbia alike.
Key Highlights
- Combination of highly connected and complementary assets,
resulting in greater vertical integration, expanded customer
service offerings, and enhanced global market reach to maximize the
value of products produced in the WCSB.
- Near-term synergies of $150 to
$200 million annually, which are
expected to immediately contribute to meaningful adjusted cash flow
per share accretion upon closing of the Transaction.
- Once the Heartland Petrochemical Complex ("HPC") is in full
service, the combined company is expected to generate $1.1 billion to $1.4
billion of adjusted cash flow from operating activities
after dividends annually, greatly enhancing its ability to fund
existing and future capital investment.
- Combination will accelerate and de-risk accretive investment
opportunities across various value chains, allowing for deployment
of capital into projects at attractive rates of return. In addition
to the projects currently under construction, the combined company
has visible and highly probable unsanctioned investment
opportunities in excess of $6
billion.
- Strong financial platform, in adherence with Pembina's
financial guardrails, with the addition of significant long-term
contracted cash flow and long-lived underlying assets to Pembina's
existing strong foundation.
- Pembina's monthly dividend to increase by $0.01 per share, or 4.8 percent, to $0.22 per share following closing of the
Transaction. Following the successful commissioning and in-service
of HPC, currently expected in 2022, incremental cash flow from the
project is expected to support a further increase to the monthly
dividend of an additional $0.01 per
share, to $0.23 per share.
- Shared commitment to Environmental, Social and Governance
("ESG") priorities including investments that reduce the combined
company's emissions intensity to contribute to a lower carbon
economy. Incremental opportunities available to the combined
company to be advanced in due course, prior to closing.
- Inter Pipeline shareholders will benefit immediately from an
offer that provides a premium to the current trading price, an
immediate 175 percent increase to their monthly dividend upon
closing, and by sharing in the synergies and enhanced growth
potential arising from the combined company.
Key operational metrics for the combined entity are as
follows:
|
Pembina
|
Inter
Pipeline
|
Pro
Forma
|
Pipeline
Capacity
|
3.1
mmboe/d
|
3.1
mmboe/d
|
6.2
mmboe/d
|
Processing
Capacity
|
6.1 Bcf/d
|
2.7 Bcf/d
|
8.8 Bcf/d
|
Fractionation
Capacity
|
350,000
Bpd
|
40,000 Bpd
|
390,000
Bpd
|
Storage Capacity
(excluding Europe)
|
32 million
barrels
|
6 million
barrels
|
38 million
barrels
|
Polypropylene
Capacity1
|
-
|
-
|
525,000
tonnes/year
|
1. Upon in-service of
HPC.
|
|
|
|
"The Transaction is highly strategic for both Pembina and Inter
Pipeline, providing clear visibility to creating long-term
sustainable value for our respective shareholders," said
Randy Findlay, Pembina's Chair of
the Board of Directors. "It represents a compelling opportunity to
continue building on our respective low-risk, long-term,
fee-for-service business model, expand our customer service
offerings, and create significant value through the realization of
synergies, vertical integration and high return growth
opportunities. Pembina's strategy of maximizing the value of its
products through global market access is strengthened with the
addition of HPC, which will allow us and our customers to benefit
from additional margin capture. A core part of our strategy is the
commitment to ESG, including making investments to enhance the
long-term sustainability of our business and reducing the carbon
intensity of what we do."
Margaret McKenzie, Inter
Pipeline's Chair of the Board of Directors, commented, "After a
comprehensive review of strategic alternatives by the Special
Committee of the Board of Directors of Inter Pipeline, it was
evident that a combination with Pembina offered compelling value
for Inter Pipeline shareholders in the short-term, as well as the
opportunity to participate in the upside of HPC and the combined
business longer-term." Ms. McKenzie went on to add, "The creation
of a more highly integrated business across the energy
infrastructure value chain results in a combined entity that is
greater than the sum of its parts. The combined asset suite,
financial strength, and operational foundation, makes us highly
confident that the Transaction will translate into significant
value for all stakeholders, both immediately and into the
future."
Transaction Overview
Under the terms of the Transaction, Inter Pipeline shareholders
will receive 0.5 of a share of Pembina for each share of Inter
Pipeline that they own. The consideration to be received by Inter
Pipeline shareholders is valued at $19.45 per Inter Pipeline share based on the
closing price of Pembina common shares on May 31, 2021, which represents a premium of
approximately 17.8 percent to the value implied by the takeover bid
announced by Brookfield Infrastructure Corporation.
The Transaction is valued at approximately $15.2 billion, including the assumption of Inter
Pipeline's debt. Pembina and Inter Pipeline shareholders are
expected to own 72 percent and 28 percent of the combined
company, respectively. The combined entity will continue to be led
by Pembina's senior executive team. Representation from Inter
Pipeline on Pembina's board of directors will be determined prior
to closing of the Transaction.
Transaction Rationale
- Integrated Asset Base: The majority of the combined
asset base is already physically connected or presents the
opportunity to be connected with relative ease in the future, which
will allow for operational integration, the potential to realize
significant immediate synergies and enhanced customer service.
- Expanded Customer Service Offerings: Customers are
expected to benefit from lower costs through economies of scale,
the conversion of their products into higher value materials, such
as converting propane to polypropylene, and by gaining access to
higher value markets both locally and globally.
- Creates the Leading Integrated Condensate Delivery Solution
in Western Canada: Pembina is
the largest gatherer of condensate in the WCSB through the Peace
Pipeline and Drayton Valley
pipeline systems and one of two importers of condensate through
Cochin Pipeline. Inter Pipeline is the leading deliverer of
condensate to consuming regions through its multi-line condensate
delivery system. By combining Pembina and Inter Pipeline's
complementary network of receipt and delivery pipelines, the
combined company will be able to offer a 'one-stop-shop' for
integrated customers who wish to utilize the condensate they
produce in one location of the WCSB and connect it for use in
another location.
- De-risking and Enhancing Value of HPC: By combining HPC
with Pembina's industry leading 60,000 bpd of propane supply
infrastructure in Fort
Saskatchewan, long-term supply risk for HPC is eliminated,
while further improving the possibility of a second such
facility.
- Meaningful Synergies Through Combination: On a run-rate
basis, pre-tax synergies are expected to average $150 to $200
million annually. Approximately $100 to $150
million of annual synergies will come from lower general,
administrative and operating costs, and are expected to be realized
in the first year after closing. The remaining $50 million of annual synergies will come from
commercial and product optimization, including optimization of the
Redwater complex, and are expected
to be realized in the second year after closing.
- Readily Actionable Growth Projects: Subject to the
closing of the Transaction, the combined company will have
visibility to approximately $450
million of new projects, which are readily actionable and
uniquely available by combining the two companies. In aggregate,
once completed these projects could generate approximately
$100 million of incremental adjusted
EBITDA. These opportunities include connecting the Cochrane straddle plant to Pembina's Brazeau
pipeline system, enabling the propane-plus liquids stream to be
transported and processed with Pembina infrastructure, and
ultimately available to connect to HPC. In addition, the combined
businesses provide a critical scale supply of butane to support the
development of a butane splitter in Fort
Saskatchewan. Longer-term, integration of an alkylation
facility, capable of producing high-octane gasoline blendstock, is
possible.
- Future Growth Opportunities: The combined asset base
will allow for the acceleration and de-risking of accretive
investment opportunities across various value chains, allowing for
deployment of capital into projects at attractive rates of return.
The combined company has visible and highly probable unsanctioned
investment opportunities in excess of $6
billion, inclusive of the $450
million of projects above. These investments draw from both
Pembina's and Inter Pipeline's portfolios and under the combined
entity, both the probability of success and the capital efficiency
of this portfolio is enhanced.
- Enhanced Scale and Capabilities: With an estimated pro
forma enterprise value of approximately $53
billion and expected annual adjusted cash flow from
operating activities after dividends of $1.1
billion to $1.4 billion over
the first three years following closing of the Transaction, the
combined entity will benefit from significantly enhanced cash flow
generation and project development and funding capabilities.
- Strong Financial Platform: The Transaction adheres to
Pembina's financial guardrails, noting that HPC will represent less
than 10 percent of the combined company's adjusted EBITDA once HPC
is in full service. The share-for-share exchange will maintain
Pembina's strong balance sheet, with pro forma adjusted funds from
operations-to-adjusted debt under rating agency methodology of
approximately 17 to 19 percent over the next three years.
- Investing in a Sustainable Future: Pembina and Inter
Pipeline each have strong ESG track records and share a commitment
to building sustainable businesses that deliver benefits to all
stakeholders. The combined entity will have greater capacity and a
broader portfolio of opportunities to pursue ESG-related
investments, including those that reduce the combined company's
emissions intensity and support the transition to a lower carbon
economy such as, in the near term, those related to cogeneration
and the use of renewable power, and future potential investments
related to hydrogen, carbon capture, utilization and storage, and
liquified natural gas.
Additional Transaction Details
The Board of Directors of each of Pembina and Inter Pipeline
have unanimously approved the arrangement agreement and support the
Transaction. The Transaction is structured through a plan of
arrangement under the Business Corporations Act
(Alberta), and is subject to the
approval of at least two-thirds of the votes cast by holders of
Inter Pipeline shares at a special meeting of Inter Pipeline
shareholders. The issuance of Pembina common shares pursuant to the
Transaction is subject to the approval by a majority of votes cast
by holders of Pembina common shares at a meeting of Pembina
shareholders. Details of the Transaction and the required
shareholder votes will be included in a joint information circular
that Pembina and Inter Pipeline expect to mail to their respective
shareholders by late-June, and the special shareholder meetings of
both companies are expected to be held in mid-summer 2021. In
addition to shareholder approvals, the Transaction is subject to
regulatory approvals, as well as the approval of the Court of
Queen's Bench of Alberta. The
Transaction is expected to close in the fourth quarter of 2021.
A copy of the arrangement agreement with respect to the
Transaction will be filed on Pembina's and Inter Pipeline's SEDAR
profile and will be available for viewing at www.sedar.com.
Conference Call & Webcast
Pembina will host a conference call and webcast to discuss the
Transaction on June 1, 2021 at
6:30 am MT (8:30 am ET).
A presentation will be available prior to the conference call at
http://www.pembina.com/investor-centre/presentations-and-events/
and at and at
https://interpipeline.com/investors/presentations-and-events/.
The conference call dial-in numbers for Canada and the U.S. are 647-427-7450 or
1-888-231-8191. A recording of the conference call will be
available for replay until June 8,
2021. To access the replay, please dial either 416-849-0833
or 1-855-859-2056 and enter the passcode 2271658.
A live webcast of the call can be accessed on Pembina's website
at www.pembina.com or by entering
https://produceredition.webcasts.com/starthere.jsp?ei=1469964&tp_key=5443518b95
in your web browser. Shortly after the call, an audio archive will
be posted on www.pembina.com for 90 days.
Advisors
Scotia Capital is acting as financial advisor to Pembina with
respect to the Transaction and has provided a fairness opinion to
the Pembina Board of Directors. Blake, Cassels & Graydon LLP is
acting as legal advisor to Pembina.
TD Securities is acting as financial advisor to Inter Pipeline
with respect to the Transaction and has provided a fairness
opinion. J.P. Morgan is acting as financial advisor to the Special
Committee of the Board of Directors of Inter Pipeline with respect
to the Transaction and has provided a fairness opinion. Burnet,
Duckworth & Palmer LLP and Dentons Canada LLP are acting as
legal advisors to Inter Pipeline, its Board of Directors and the
Special Committee.
About Pembina
Pembina is a leading transportation and midstream service
provider that has been serving North
America's energy industry for more than 65 years. Pembina
owns an integrated system of pipelines that transport various
hydrocarbon liquids and natural gas products produced primarily in
western Canada. Pembina also owns
gas gathering and processing facilities; an oil and natural gas
liquids infrastructure and logistics business; and is growing an
export terminals business. Pembina's integrated assets and
commercial operations along the majority of the hydrocarbon value
chain allow it to offer a full spectrum of midstream and marketing
services to the energy sector. Pembina is committed to identifying
additional opportunities to connect hydrocarbon production to new
demand locations through the development of infrastructure that
would extend Pembina's service offering even further along the
hydrocarbon value chain. These new developments will contribute to
ensuring that hydrocarbons produced in the Western Canadian
Sedimentary Basin and the other basins where Pembina operates can
reach the highest value markets throughout the world.
Purpose of Pembina:
To be the leader in delivering integrated infrastructure
solutions connecting global markets:
- Customers choose us first for reliable and value-added
services;
- Investors receive sustainable industry-leading total
returns;
- Employees say we are the 'employer of choice' and value
our safe, respectful, collaborative and fair work culture; and
- Communities welcome us and recognize the net positive
impact of our social and environmental commitment.
Pembina is structured into three Divisions: Pipelines Division,
Facilities Division and Marketing & New Ventures Division.
Pembina's common shares trade on the Toronto and New
York stock exchanges under PPL and PBA, respectively. For
more information, visit www.pembina.com.
About Inter Pipeline
Inter Pipeline's diversified asset portfolio is expected to
generate long-term and predictable cash flows. Its operations are
organized into four distinct business segments: Transportation,
Facilities Infrastructure, Marketing and New Ventures. With
financial flexibility and proven operational capability, Inter
Pipeline is well-positioned to generate long-term returns for
investors.
Inter Pipeline's common shares trade on the Toronto Stock
Exchange under the symbol IPL. For further information, please
visit www.interpipeline.com.
Forward-Looking Statements and Information
This document contains certain forward-looking statements and
forward-looking information (collectively, "forward-looking
statements"), including forward-looking statements within the
meaning of the "safe harbor" provisions of applicable securities
legislation, that are based on Pembina's and Inter Pipeline's
current expectations, estimates, projections and assumptions in
light of their experience and their perception of historical
trends. In some cases, forward-looking statements can be identified
by terminology such as "expects", "will", "would", "anticipates",
"plans", "estimates", "develop", "intends", "potential",
"continue", "could", "create", and similar expressions suggesting
future events or future performance.
In particular, this document contains forward-looking
statements, including certain financial outlooks, pertaining to,
without limitation, the following: the Transaction, including the
expected closing date and the anticipated benefits of the
Transaction to Pembina's and Inter Pipeline's respective
securityholders, customers and stakeholders; the expected size,
cash flow, funding capabilities and capacity of the combined
company; the anticipated synergies associated with the Transaction
(including strategic integration and diversification opportunities
and the accretion to cash flow of Pembina) and the expected size,
sources, timing and effects thereof; the ongoing utilization and
expansions of, and additions to, the combined company's business
and asset base, growth and growth potential; the combined company's
capacity and opportunities to pursue and develop new projects and
investments, including ESG-related investments, as well as the
anticipated size, timing and impacts of such investments; financial
results related to growth and expansion opportunities associated
with the assets of the combined company; HPC, including its
expected in-service date and anticipated impact on the combined
company's financial position; future dividends, including increases
in the amounts thereof, which may be declared on Pembina's common
shares on any future dividend payment date; the respective
aggregate shareholdings of Pembina and Inter Pipeline shareholders
in the combined company following the completion of the
Transaction; the Transaction's impact on Pembina's financial
position; management of the combined company; the anticipated
timing of the mailing of the joint information circular regarding
the Transaction; and the anticipated timing of the special
shareholder meetings of Pembina and Inter Pipeline.
These forward-looking statements are based on certain
assumptions that Pembina has made in respect thereof as at the date
of this news release regarding, among other things: the
ability of the parties to satisfy the conditions to closing of the
Transaction in a timely manner and substantially on the terms
described in this press release; that favourable circumstances
continue to exist in respect of current operations and current and
future growth projects; the availability of capital to fund future
capital requirements relating to existing assets and projects; that
the combined entities' future results of operations will be
consistent with past performance and management expectations in
relation thereto; that HPC will be placed in-service on time and on
budget in accordance with current expectations; oil and gas
industry exploration and development activity levels and the
geographic region of such activity; prevailing regulatory, tax and
environmental laws and regulations; the ability of the
combined company to maintain favourable credit
ratings; future cash flows; prevailing commodity prices,
interest rates, carbon prices, tax rates and exchange rates;
anticipated strip prices; future operating costs; geotechnical and
integrity costs; that any required commercial agreements can
be reached; that any third-party projects relating to the combined
company's growth projects will be sanctioned and completed as
expected; that all required regulatory and environmental approvals
can be obtained on the necessary terms in a timely manner; that
counterparties will comply with contracts in a timely manner; that
there are no unforeseen events preventing the performance of
contracts or the completion of the relevant facilities; that there
are no unforeseen material costs relating to the relevant
facilities which are not recoverable from customers; maintenance of
operating margins; the amount of future liabilities relating to
lawsuits and environmental incidents; and the availability of
coverage under Pembina's insurance policies (including in respect
of Pembina's business interruption insurance policy).
Although Pembina believes the expectations and material factors
and assumptions reflected in these forward-looking statements are
reasonable as of the date hereof, there can be no assurance that
these expectations, factors and assumptions will prove to be
correct. 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 ability
of the parties to receive, in a timely manner, the necessary
regulatory, court, securityholder, stock exchange and other
third-party approvals, including but not limited to the receipt of
applicable competition approvals; the ability of the parties to
satisfy, in a timely manner, the other conditions to the closing of
the Transaction; the failure to realize the anticipated benefits or
synergies of the Transaction following closing due to integration
issues or otherwise and expectations and assumptions concerning,
among other things: customer demand for the combined company's
services; commodity prices and interest and foreign exchange rates;
planned synergies, capital efficiencies and cost-savings;
applicable tax laws; future production rates; the sufficiency of
budgeted capital expenditures in carrying out planned activities;
labour and material shortages; material cost-overruns in respect of
HPC or a material delay to the expected in-service date for HPC;
non-performance or default by counterparties to agreements which
Pembina or one or more of its affiliates has entered into in
respect of its business; the impact of competitive entities and
pricing; reliance on key relationships and agreements; reliance on
third parties to successfully operate and maintain certain
assets; the strength and operations of the oil and natural gas
production industry and related commodity prices; the continuation
or completion of third-party projects; the
regulatory environment and decisions and Indigenous and
landowner consultation requirements; actions by governmental or
regulatory authorities, including changes in tax laws
and treatment, changes in royalty rates, climate change
initiatives or policies or increased environmental
regulation; fluctuations in operating results;
adverse general economic and market conditions in Canada, North
America and worldwide, including changes, or prolonged
weaknesses, as applicable, in interest rates, foreign currency
exchange rates, commodity prices, supply/demand trends and overall
industry activity levels; risks relating to the current and
potential adverse impacts of the COVID-19 pandemic;
constraints on the, or the unavailability of, adequate
infrastructure; the political environment in North
American and elsewhere, and public opinion; lower than
anticipated results of operations and accretion from Pembina's
business initiatives; ability to access various sources of debt and
equity capital; changes in credit ratings; counterparty credit
risk; technology and cyber security risks; natural catastrophes;
and certain other risks detailed from time to time in Pembina's
public disclosure documents available at www.sedar.com, www.sec.gov
and through Pembina's website at www.pembina.com and in Inter
Pipeline's public disclosure documents available at www.sedar.com
and through Inter Pipeline's website at www.interpipeline.com. In
addition, the closing of the Transaction may not be completed, or
may be delayed if the parties' respective conditions to the closing
of the Transaction, including the timely receipt of all necessary
regulatory approvals, are not satisfied on the anticipated
timelines or at all. Accordingly, there is a risk that the
Transaction will not be completed within the anticipated time, on
the terms currently proposed and disclosed in this press release or
at all.
In respect of the forward-looking statements and information
concerning the potential increase in Pembina's dividend following
completion of the Transaction, Pembina has provided such in
reliance on certain assumptions that it believes are reasonable at
this time, including assumptions in respect of: prevailing
commodity prices, margins and exchange rates; that the combined
entities future results of operations will be consistent with past
performance and management expectations in relation thereto; the
continued availability of capital at attractive prices to fund
future capital requirements relating to existing assets and
projects, including but not limited to future capital expenditures
relating to expansion, upgrades and maintenance shutdowns; the
success of growth projects; future operating costs; that
counterparties to material agreements will continue to perform in a
timely manner; that there are no unforeseen events preventing the
performance of contracts; and that there are no unforeseen material
construction or other costs related to current growth projects or
current operations. Pembina will also be subject to corporate legal
requirements in respect of declaring dividends at such time.
The estimates of adjusted cash flow from operating activities
after dividends set forth in this press release may be considered
to be future-oriented financial information or a financial outlook
for the purposes of applicable Canadian securities laws. Financial
outlook and future oriented financial information contained in this
press release about prospective financial performance, financial
position or cash flows (including adjusted cash flow from operating
activities after dividends) are based on assumptions about future
events, including economic conditions and proposed courses of
action, based on management's assessment of the relevant
information currently available, and to become available in the
future. These projections contain forward-looking statements and
are based on a number of material assumptions and factors set out
above. Actual results may differ significantly from the projections
presented herein. See above for a discussion of the risks that
could cause actual results to vary. The future-oriented financial
information and financial outlook contained in this press release
have been approved by management as of the date of this press
release. Readers are cautioned that any such financial outlook and
future oriented financial information contained herein should not
be used for purposes other than those for which it is disclosed
herein. Pembina and its management believe that the prospective
financial information has been prepared on a reasonable basis,
reflecting management's best estimates and judgments, and
represents, to the best of management's knowledge and opinion,
Pembina's expected course of action. However, because this
information is highly subjective, it should not be relied on as
necessarily indicative of future results.
This list of risk factors should not be construed as exhaustive.
Readers are cautioned that events or circumstances could cause
results to differ materially from those predicted, forecasted
or projected. The forward-looking statements contained in this
document speak only as of the date of this document. 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. The
forward-looking statements contained in this document are
expressly qualified by this cautionary statement.
Non-GAAP Measures
In this news release, Pembina has used the terms adjusted
earnings before interest, taxes, depreciation and amortization
(adjusted EBITDA) and adjusted cash flow from operating activities,
which do not have any standardized meaning under International
Financial Reporting Standards ("IFRS"). Since these non-GAAP
financial measures do not have a standardized meaning prescribed by
GAAP and are therefore unlikely to be comparable to similar
measures presented by other companies, securities regulations
require that non-GAAP financial measures be clearly defined,
qualified and reconciled to their most directly comparable GAAP
measure. These non-GAAP measures are calculated and disclosed on a
consistent basis from period to period. Specific adjusting items
may only be relevant in certain periods. The intent of non-GAAP
measures is to provide additional useful information respecting
Pembina's financial and operational performance to investors and
analysts and the measures do not have any standardized meaning
under IFRS. The measures should not, therefore, be considered in
isolation or used in substitute for measures of performance
prepared in accordance with IFRS.
Other issuers may calculate these non-GAAP measures differently.
Investors should be cautioned that these measures should not be
construed as alternatives to earnings, cash flow from
operating activities or other measures of financial results
determined in accordance with GAAP as an indicator of
Pembina's performance. For additional information regarding
non-GAAP measures, other than as described herein, including
reconciliations to the most directly comparable measures
recognized by GAAP, please refer to Pembina's management's
discussion and analysis for the three months ended March 31, 2021, which is available online at
www.sedar.com, www.sec.gov and through Pembina's website at
www.pembina.com.
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SOURCE Pembina Pipeline Corporation