Pembina Pipeline Corporation ("Pembina" or the "Company") (TSX: PPL; NYSE: PBA) announced today that it has agreed to issue $1.8 billion aggregate principal amount of senior unsecured medium-term notes (the "Offering"). The Offering will be conducted in three tranches consisting of: $600 million principal amount of senior unsecured medium-term notes, series 20 (the "Series 20 Notes") having a fixed coupon of 5.02% per annum, paid semi-annually, and maturing on January 12, 2032; $600 million principal amount of senior unsecured medium-term notes, series 21 (the "Series 21 Notes") having a fixed coupon of 5.21% per annum, paid semi-annually, and maturing on January 12, 2034; and $600 million principal amount of senior unsecured medium-term notes, series 22 (the "Series 22 Notes") having a fixed coupon of 5.67% per annum, paid semi-annually, and maturing on January 12, 2054.
Closing of the Offering is expected to occur on January 12, 2024. Pembina intends to use the net proceeds of the Offering: (i) to fund a portion of the purchase price for the previously announced acquisition (the "Acquisition") of all of the interests of Enbridge Inc. in the Alliance, Aux Sable and NRGreen Power joint ventures and related operatorship contracts; (ii) to repay indebtedness of the Company under its unsecured $1.5 billion revolving credit facility; and (iii) for general corporate purposes.
Pembina will be required to redeem the Series 20 Notes and the Series 21 Notes pursuant to a special mandatory redemption at a redemption price equal to 101% of the aggregate principal amount of the Series 20 Notes and the Series 21 Notes, plus accrued and unpaid interest to, but excluding, the date of such special mandatory redemption, if (i) the closing of the Acquisition has not occurred on or prior to 5:00 p.m. (Calgary time) on October 1, 2024 (the "Outside Date"); (ii) the purchase and sale agreement in respect of the Acquisition is terminated at any time prior to the Outside Date; (iii) Pembina gives notice to Computershare Trust Company of Canada, as trustee, that it does not intend to proceed with the Acquisition; or (iv) the Company announces to the public that it does not intend to proceed with the Acquisition.
The Series 20 Notes, the Series 21 Notes and the Series 22 Notes are being offered through a syndicate of dealers under Pembina's short-form base shelf prospectus dated December 20, 2023, as supplemented by related pricing supplements dated January 10, 2024.
This news release does not constitute an offer to sell or the solicitation of an offer to buy the notes in any jurisdiction. The notes being offered have not been approved or disapproved by any regulatory authority. The notes have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities law, and may not be offered or sold within the United States.
