Acquisition of Bakken ethane pipeline adds additional fee-for-service
pipeline infrastructure to Pembina's portfolio and establishes new
CALGARY, Sept. 2, 2014 /CNW/ - Pembina Pipeline Corporation ("Pembina"
or "the Company") (TSX: PPL; NYSE: PBA) is pleased to announce that it
has entered into agreements to acquire the Vantage pipeline system
("Vantage") and Mistral Midstream Inc.'s ("Mistral") interest in the
Saskatchewan Ethane Extraction Plant ("SEEP") for total consideration
of US$650 million, subject to traditional closing adjustments, ("the
Transaction") from certain entities affiliated with Riverstone Holdings
LLC (the "Seller").
Vantage is a recently constructed, approximately 700 kilometre ("km"),
40,000 barrel per day ("bpd"), high vapour pressure pipeline that
originates in Tioga, North Dakota and terminates near Empress, Alberta.
Vantage provides long-term, fee-for-service cash flow and strategic
access to the prolific and growing North Dakota Bakken play for future
natural gas liquids ("NGL") opportunities. Key Transaction highlights
Geographic Diversification: The Transaction provides geographic diversification of Pembina's
pipeline and midstream infrastructure, providing access to a new and
prolific resource play in North Dakota.
Committed Volumes: Vantage is underpinned by a long-term, take-or-pay transportation
Expansion Opportunities: Vantage is sized to reach an ultimate capacity of approximately 60,000
bpd through modest capital investment via the addition of two quarter
point pump stations.
Cash Flow Per Share Accretion: The Transaction is expected to be neutral to cash flow per share in 2015
and accretive in 2016 on the basis of minimum volumes currently under
contract and a full year contribution from SEEP. Pembina foresees the
potential for significant accretion as additional volumes are secured.
"I am very happy to announce our agreement to acquire Vantage and SEEP,"
said Mick Dilger, Pembina's President and Chief Executive Officer. "We
have watched the development of these assets with great interest as
they represent an excellent opportunity to expand our footprint into
one of the most promising hydrocarbon plays in North America and, as
such, the Transaction is a low-risk, logical step-out for Pembina. We
are excited to add this infrastructure to our leading portfolio of
pipeline assets. Not only will the Transaction augment our
fee-for-service cash flow stream, but we expect opportunities
associated with both Vantage and SEEP to result in long-term
Description of Acquired Assets under the Transaction
Vantage links a growing supply of ethane from the prolific North Dakota
Bakken play to the petrochemical market in Alberta. It originates from
a large-scale gas plant in Tioga, North Dakota extending northwest,
through Saskatchewan and terminating near Empress, Alberta, where it is
connected to the Alberta Ethane Gathering System ("AEGS") pipeline.
As part of the Transaction, Pembina is also acquiring pipeline
infrastructure from Mistral and Mistral's interest in SEEP, a
development-stage, 60 million cubic feet per day ("MMcf/d") (54 MMcf/d
net to Pembina) deep cut gas processing facility that is centrally
located to service the southeast Saskatchewan Bakken region. The
pipeline infrastructure includes an approximately 105 km, four inch
ethane pipeline and an approximately 75 km gas gathering pipeline, both
of which are currently under construction. SEEP will receive
liquids-rich gas produced from the Viewfield and the Flat Lake gas
plants and from TransGas' local system. The facility is underpinned by
both a long-term ethane sales agreement and a long-term,
fee-for-service processing agreement. SEEP is expected to produce
approximately 4,500 bpd of ethane and will connect into Vantage through
a pipeline lateral that is also currently under construction. Pembina
expects SEEP and the associated pipeline lateral to be in-service in
Pembina anticipates incurring additional capital expenditures of
approximately C$100 million (net to Pembina) prior to the end of 2015
in connection with the Transaction in order to complete the
construction of SEEP and the associated gathering and delivery system.
Stuart Taylor, Pembina's Senior Vice President, NGL & Natural Gas
Facilities commented: "SEEP and its associated pipeline infrastructure
are very attractive to Pembina. With these assets, we'll be making a
low-risk entry into the prolific Bakken play in Saskatchewan and we'll
be adding another fee-for-service gas plant to our portfolio."
Pembina will acquire all the issued and outstanding shares of Vantage
Pipeline Canada ULC, Vantage Pipeline US LP and Mistral and repay
Vantage's bank indebtedness of approximately US$224 million at closing.
Pembina intends to use cash of US$395 million and US$255 million in
common shares to fund the Transaction. The Company expects to fund a
portion of the cash consideration with a bought-deal preferred share
issuance and existing credit capacity. The US$255 million common share
portion will result in 5.61 million shares being issued to the Seller.
The Transaction is subject to regulatory approvals (including approval
of the National Energy Board and under the Competition Act (Canada) and the Canada Transportation Act) and other customary closing conditions, including the approval of the
Toronto Stock Exchange. The Transaction will have an effective date of
August 1, 2014, and is expected to close in the fourth quarter of 2014.
This news release does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities in the United States. The
securities have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "U.S. Securities Act")
or any state securities laws and may not be offered or sold within the
United States or to U.S. Persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption
from such registration is available.
CIBC is acting as exclusive financial advisor to Pembina, Blake, Cassels
& Graydon LLP is acting as Canadian legal counsel and Bracewell &
Giuliani LLP is acting as US counsel.
Calgary-based Pembina Pipeline Corporation is a leading transportation
and midstream service provider that has been serving North America's
energy industry for 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. 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 Statements & Information
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 "expects", "will",
"expand", "would", "plans" and similar expressions suggesting future
events or future performance.
In particular, this document contains forward-looking statements,
pertaining to, without limitation, the following: the Transaction,
including the expected closing date of the Transaction and the
anticipated benefits of the Transaction to Pembina; the planned
capacity of SEEP; the anticipated capital expenditures related to
Vantage and SEEP; the expected in-service date of SEEP; expansion
opportunities related to Vantage; the ongoing utilization and
expansions of and additions to Pembina's business and asset base,
growth and growth potential. These forward-looking statements and
information are being made by Pembina based on certain assumptions that
Pembina has made in respect thereof as at the date of this document
including those discussed below.
With respect to forward-looking statements contained in this document,
Pembina has made assumptions regarding, among other things: the ability
of the parties to satisfy the conditions to closing of the Transaction
in a timely manner; ongoing utilization and future expansion,
development, growth and performance of Pembina's business and asset
base; future demand for fractionation and transportation services;
future levels of oil and natural gas development; and potential revenue
and cash flow enhancement; future cash flows.
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. Readers
are cautioned that events or circumstances could cause results to
differ materially from those predicted, forecasted or projected. By
their nature, forward-looking statements involve numerous assumptions,
known and unknown risks and uncertainties that contribute to the
possibility that the predictions, forecasts, projections and other
forward-looking statements will not occur, which may cause actual
performance and financial results in future periods to differ
materially from any projections of future performance or results
expressed or implied by such forward-looking statements and
information. Risks and uncertainties inherent in the nature of the
Transaction include the failure the parties to satisfy the conditions
to the Transaction, including required regulatory approvals, in a
timely manner, or at all. Failure to so obtain such approvals, or the
failure to otherwise satisfy the conditions to the Transaction, may
result in the Transaction not being completed on the proposed terms, or
None of the forward-looking statements described above are guarantees of
future performance and are subject to a number of known and unknown
risks and uncertainties, including, but not limited to: the failure to
realize the anticipated benefits of the Transaction following closing
due to integration issues or otherwise; 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; lower than anticipated
results of operations and accretion from Pembina's business
initiatives; reduced amounts of cash available for dividends to
shareholders; the ability of Pembina to raise sufficient capital (or to
raise capital on favourable terms) to complete future projects and
satisfy future commitments.
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.
Pembina Pipeline® is a registered trademark of Pembina Pipeline
SOURCE: Pembina Pipeline Corporation
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