Keyera Announces $1.8 Billion Bought-Deal Offering of Subscription Receipts

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./

CALGARY, AB, June 17, 2025 /CNW/ - Keyera Corp. ("Keyera" or the "Company") (TSX: KEY) today announced that it has entered into an agreement with a syndicate of underwriters (the "Underwriters") led by RBC Capital Markets, together with CIBC Capital Markets, National Bank Financial Inc., Scotiabank and TD Securities Inc. as joint bookrunners under which the Underwriters have agreed to purchase, on a bought deal basis, 45,978,000 subscription receipts of the Company ("Subscription Receipts") at a price of $39.15 per Subscription Receipt (the "Offering Price") for aggregate gross proceeds of approximately $1.8 billion (the "Offering").

The net proceeds from the Offering will be used to finance a portion of the purchase price to acquire substantially all of Plains' Canadian natural gas liquids business and select U.S. assets pursuant to a share purchase agreement (the "Acquisition Agreement"), the details of which were announced today in a separate news release issued by Keyera (the "Acquisition").

Each Subscription Receipt will entitle the holder thereof, without payment of any additional consideration or further action on the part of the holder, to receive one common share ("Common Share") of Keyera upon closing of the Acquisition. In addition, while the Subscription Receipts remain outstanding, holders will be entitled to receive cash payments ("Dividend Equivalent Payments") per Subscription Receipt that are equal to dividends declared by Keyera on each Common Share. Such Dividend Equivalent Payments will have the same record date and payment date as the related Common Share dividends. Dividend Equivalent Payments will be paid first out of any interest on the Escrowed Funds (defined below) and then out of the Escrowed Funds.

The Offering is expected to close on or about June 20, 2025. Keyera has granted the Underwriters an over-allotment option, exercisable in whole or in part at any time and from time to time until the earlier of: (i) 30 days following the closing of the Offering; and (ii) the Termination Time (defined below), to purchase up to an additional 6,896,700 Subscription Receipts on the same terms and conditions as the Offering.

The gross proceeds from the sale of the Subscription Receipts, less 50% of the Underwriters' fee (such amount, together with any interest and other income received or credited thereon, the "Escrowed Funds") will be held in escrow by Odyssey Trust Company, as subscription receipt agent (the "Subscription Receipt Agent"), and deposited or invested, as applicable, pursuant to the terms of a subscription receipt agreement.

Once notice has been delivered to the Subscription Receipt Agent that the parties to the Acquisition are able to complete the Acquisition in all material respects in accordance with the terms of the Acquisition Agreement without amendment or waiver materially adverse to the Company, but for the payment of the purchase price, and the Company has available to it all other funds required to complete the Acquisition, the Escrowed Funds, less the remaining 50% of the Underwriters' fee and any amounts required to satisfy any unpaid Dividend Equivalent Payments, will be released to or as directed by Keyera up to seven business days prior to the closing of the Acquisition.

If (i) the escrow release notice and direction is not delivered to the Subscription Receipt Agent prior to 5:00 p.m. (Calgary time) on June 30, 2026; (ii) the Acquisition Agreement is terminated; or (iii) the Company advises RBC Capital Markets, on behalf of the Underwriters, and the Subscription Receipt Agent or announces to the public that it does not intend to proceed with the Acquisition (each, a "Termination Event" and the time of the earliest of such Termination Event to occur, the "Termination Time"), the Subscription Receipt Agent will pay to each holder of Subscription Receipts, an amount per Subscription Receipt (the "Termination Payment") equal to the Offering Price in respect of such Subscription Receipt, plus * if a Dividend Equivalent Payment has been paid or is payable in respect of the Subscription Receipts at any time following the issuance of the Subscription Receipts, any unpaid Dividend Equivalent Payment owing to such holder, or (y) if no Dividend Equivalent Payment has been paid or is payable in respect of the Subscription Receipts at any time following the issuance of the Subscription Receipts, such holder's proportionate share of any interest and other income received or credited on the investment of the Escrowed Funds between the closing of the Offering and the Termination Time.

Completion of the Offering is subject to certain conditions including receipt of all necessary approvals, including the approval of the Toronto Stock Exchange.

The Subscription Receipts will be offered to prospective purchasers in all provinces of Canada by way of a prospectus supplement to the base shelf prospectus of the Company dated December 12, 2023. The Subscription Receipts may also be offered in the United States by way of private placement to "qualified institutional buyers" in reliance upon the exemption from registration provided by Rule 144A under the U.S. Securities Act of 1933 (the "U.S. Securities Act"), and internationally pursuant to applicable private placement exemptions.

No securities regulatory authority has either approved or disapproved the contents of this press release. The Subscription Receipts have not been, and will not be, registered under the U.S. Securities Act, or any state securities laws. Accordingly, the Subscription Receipts may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Subscription Receipts in any jurisdiction in which such offer, solicitation or sale would be unlawful. No securities regulatory authority has either approved or disapproved the contents of this press release.

Access to the prospectus supplement, the base shelf prospectus and any amendments to the documents is provided in accordance with securities legislation relating to procedures for providing access to a prospectus supplement, a base shelf prospectus and any amendment. The base shelf prospectus is, and the prospectus supplement will be (within one business day of the date hereof), accessible on SEDAR+ at www.sedarplus.ca. An electronic or paper copy of the prospectus supplement, the base shelf prospectus and any amendment to the documents may be obtained, without charge, from RBC Dominion Securities Inc., Attention: Distribution Centre, 180 Wellington Street West, 8th Floor, Toronto, ON M5J 0C2 or by email at [email protected] by providing the contact with an email address or address, as applicable. The base shelf prospectus and prospectus supplement contain important, detailed information about the Company and the Offering. Prospective investors should read the base shelf prospectus and prospectus supplement (when filed) before making an investment decision.

About Keyera Corp.

Keyera Corp. (TSX:KEY) operates an integrated Canadian-based energy infrastructure business with extensive interconnected assets and depth of expertise in delivering energy solutions. Its predominantly fee-for-service based business consists of natural gas gathering and processing; natural gas liquids processing, transportation, storage and marketing; iso-octane production and sales; and an industry-leading condensate system in the Edmonton/Fort Saskatchewan area of Alberta. Keyera strives to provide high quality, value-added services to its customers across North America and is committed to conducting its business ethically, safely and in an environmentally and financially responsible manner.

Additional Information
For more information about Keyera Corp., please visit our website at www.keyera.com or contact: 

Investor Inquiries
Dan Cuthbertson, General Manager, Investor Relations
Katie Shea, Senior Advisor, Investor Relations 
Email: [email protected]
Telephone: [phone]
Toll free: 1-888-699-4853

Media Inquiries
Brandon Wood, Director, External Affairs
Email: [email protected]
Telephone: [phone]

Forward-Looking Information

Certain statements contained herein constitute "forward-looking information" within the meaning of applicable securities laws (collectively, "forward-looking statements"). Such forward-looking statements are intended to provide readers with information regarding Keyera, including the expected closing date of the Offering, the financing of the Acquisition and Keyera's expectations with respect thereto, the size and geographical scope of the Offering and completion and timing thereof, the timing of the distribution of Subscription Receipts pursuant to the Offering, anticipated entitlements associated with the Subscription Receipts including anticipated Dividend Equivalent Payments, distribution of Common Shares upon closing of the Acquisition, Keyera's operational activities and service offerings, Keyera's efforts to provide high-quality services to customers and Keyera's commitment to conducting its business ethically, safely and in an environmentally-friendly and financially-responsible manner. The forward-looking statements contained herein may not be appropriate for other purposes. These forward-looking statements relate to future events or Keyera's future performance. Such statements are predictions only and actual events or results may differ materially. Forward-looking statements are typically identified by words such as "expect", "may", "will", "should", "would", "intend", "deliver", "subject", "strive", "commit" and similar expressions, including the negatives thereof. All statements other than statements of historical fact contained in this document are forward-looking statements. 

The forward-looking statements reflect management's current beliefs and assumptions with respect to such things as the completion of the Acquisition and the Offering in a timely manner, including receipt of all necessary approvals, the success of Keyera's operations, general and industry economic trends remaining in line management's current expectations, favorable commodity prices and market conditions, future operating costs and predictability in the governmental, regulatory, and legal environments in which Keyera operates. In some instances, forward-looking statements contained herein may be attributed to third party sources. Management believes that its assumptions herein are reasonable and that the expectations reflected in the forward-looking statements contained herein are also reasonable based on the information available on the date such statements were made, and the process used to prepare the information. However, Keyera cannot assure readers that these expectations will prove to be correct.

All forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events, levels of activity and achievements to differ materially from those anticipated in the forward-looking statements. For information about the risk factors that could cause actual results to differ materially from forward-looking statements, as well as other assumptions used to develop the forward looking statements, please refer to Keyera's filings made with Canadian provincial securities commissions, including Keyera's 2024 Year-End Report dated February 13, 2025 and in Keyera's Annual Information Form, dated March 5, 2025 which can be viewed on SEDAR+ at www.sedarplus.ca and on Keyera' website at www.Keyera.com.

Readers are cautioned that the foregoing is not exhaustive, that they should not unduly rely on these forward-looking statements and that the forward-looking statements in this news release speak only as of the date hereof. Unless required by law, Keyera does not intend to and does not assume any obligation to update its forward-looking statements. All forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

Further information about the factors affecting forward-looking statements and management's assumptions and analysis thereof, is available in filings made by Keyera with Canadian provincial securities commissions, which can be viewed on SEDAR+ at www.sedarplus.ca. 

SOURCE Keyera Corp.