CALGARY, AB, Jan. 25, 2021 /PRNewswire/ - Pembina
Pipeline Corporation ("Pembina" or the "Company") (TSX: PPL);
(NYSE: PBA) is pleased to announce that it has closed its
previously announced offering of $600
million of 4.80% Fixed-to-Fixed Rate Subordinated Notes,
Series 1 due January 25, 2081 (the
"Offering"). The Company also announced its intention to redeem its
issued and outstanding Cumulative Redeemable Minimum Rate Reset
Class A Preferred Shares, Series 11 (TSX: PPL.PR.K) (the "Series 11
Shares") on March 1, 2021.
Closing of Hybrid Note Offering
Pembina expects to use the net proceeds of the Offering to fund
the redemption of its outstanding Series 11 Shares and its
Cumulative Redeemable Minimum Rate Reset Class A Preferred Shares,
Series 13 (TSX: PPL.PR.M), to repay other outstanding indebtedness,
as well as for general corporate purposes.
The subordinated notes were offered through a syndicate of
underwriters, co-led by RBC Capital Markets, CIBC Capital Markets,
Scotiabank and TD Securities, under Pembina's short form base shelf
prospectus dated December 30, 2020, as supplemented by a
prospectus supplement dated January 12, 2021.
This news release does not constitute an offer to sell, or the
solicitation of an offer to buy, the subordinated notes. The
subordinated notes have not been approved or disapproved by any
regulatory authority. The subordinated notes have not been, and
will not be, registered under the United States Securities Act of
1933, as amended, or any state securities laws, and may not be
offered or sold within the United States or to, or for
the account or benefit of, United States persons.
Redemption of Series 11 Preferred Shares
Pembina intends to redeem all of its 6,800,000 issued and
outstanding Series 11 Shares, in accordance with the terms of the
Series 11 Shares, as set out in the Company's articles, on
March 1, 2021 (the "Redemption Date")
for a redemption price equal to $25.00 per Series 11 Share (the "Redemption
Price"), less any tax required to be deducted or withheld by the
Company. The total redemption price to Pembina will be $170 million and is expected to be paid with a
portion of the net proceeds from the Offering.
As previously announced, the Company's Board of Directors has
declared a dividend of $0.359375 per
Series 11 Share payable on March 1,
2021, to holders of record on February 1, 2021. This will be the final
quarterly dividend on the Series 11 Shares. Upon payment of the
March 1, 2021 dividend, there will be
no accrued and unpaid dividends on the Series 11 Shares as at the
Redemption Date.
The Company has provided notice today of the Redemption Price
and the Redemption Date to the sole registered holder of the Series
11 Shares in accordance with the terms of the Series 11 Shares, as
set out in the Company's articles. Non-registered holders of Series
11 Shares should contact their broker or other intermediary for
information regarding the redemption process for the Series 11
Shares in which they hold a beneficial interest. The Company's
transfer agent for the Series 11 Shares is Computershare Investor
Services Inc. Questions regarding the redemption process may be
directed to Computershare at 1-800-564-6253, or by email to
corporateactions@computershare.com.
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 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. The Company also
owns gas gathering and processing facilities; owns 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.
Forward-Looking Information and Statements
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
"intend", "will", "shall", and similar expressions suggesting
future events or future performance.
In particular, this news release contains forward-looking
statements relating to the expected use of the net proceeds of the
Offering and the redemption of the Series 11 Shares, including the
Redemption Price (per Series 11 Share and on an aggregate basis)
and the Redemption Date. These forward-looking statements are based
on certain assumptions that Pembina has made in respect thereof as
at the date of this news release, including: prevailing commodity
prices, margins and exchange rates, that Pembina's businesses will
continue to achieve sustainable financial results and that future
results of operations will be consistent with past performance and
management expectations in relation thereto, the availability and
sources of capital, operating costs, ongoing utilization and future
expansions, the ability to reach required commercial agreements,
and the ability to obtain required regulatory approvals. 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; risks relating
to widespread epidemics or pandemic outbreaks, including the
COVID-19 pandemic; general economic, market and business
conditions; and the behaviour of financial markets, including
fluctuations in interest and exchange rates, the pricing of
comparable securities and Pembina's credit ratings; and certain
other risks detailed from time to time in Pembina's public
disclosure documents including, among others, those detailed under
the heading "Risk Factors" in Pembina's management's discussion and
analysis and annual information form, each for the year ended
December 31, 2019, and in Pembina's
management's discussion and analysis for the three and nine months
ended September 30, 2020, all which
can be found at www.sedar.com and with the U.S. Securities and
Exchange Commission at www.sec.gov and available on
Pembina's website at www.pembina.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.
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SOURCE Pembina Pipeline Corporation