Each one in plain English, with the numbers worked through for a shareholder.
31 Jan 2024dividend declaration● Neutral
Pembina said it will not redeem its 6,000,000 Series 3 preferred shares on March 1, 2024, so holders can convert them one-for-one into floating-rate Series 4 shares by a February 15, 2024 deadline. Shares not converted stay Series 3 and pay a fixed 6.019% a year for five years from March 1, 2024, while Series 4 would pay a floating 7.631% for the first quarter. Conversion is not guaranteed if fewer than 1,000,000 shares of either series would remain. This is the same reset-and-convert process used for Series 1, 15 and 21; the March 1 dividend of $0.279875 per Series 3 share was previously announced, and the conversion result is not yet reported.
Pembina closed its $1.8 billion note offering announced two days earlier, issuing the three $600 million series (Series 20 at 5.02% due 2032, Series 21 at 5.21% due 2034, Series 22 at 5.67% due 2054). The release repeats that proceeds are intended to fund part of the Enbridge Alliance, Aux Sable and NRGreen acquisition, repay the $1.5 billion revolver, and for general corporate purposes. This completes the financing step; the acquisition itself has not yet closed in this filing.
Pembina agreed to issue $1.8 billion of senior unsecured notes in three $600 million parts: Series 20 at 5.02% due Jan 12, 2032, Series 21 at 5.21% due Jan 12, 2034, and Series 22 at 5.67% due Jan 12, 2054. Proceeds are intended to fund part of the Alliance, Aux Sable and NRGreen purchase from Enbridge, repay the $1.5 billion revolver, and cover general corporate purposes. The Series 20 and 21 notes must be redeemed at 101% of principal plus accrued interest if the acquisition has not closed by 5:00 p.m. Calgary time on October 1, 2024, or if the deal is terminated or abandoned. This is the debt side of funding the acquisition announced in December 2023.
14 Dec 2023capital raising announcement● NeutralMajor
Pembina agreed to buy all of Enbridge's interests in the Alliance pipeline, Aux Sable and NRGreen ventures for about $3.1 billion, including about $327 million of assumed debt. Pembina already owns 50% of Alliance and of Aux Sable's Canadian operations and NRGreen, and about 42.7% of Aux Sable's U.S. operations; these are interests that came with the 2017 Veresen deal. After closing it would own 100% of those and about 85.4% of the U.S. operations. The cash is to come from a $1.1 billion bought-deal sale of 26,000,000 subscription receipts at $42.85 each, plus credit facility draws and cash on hand. Each receipt converts into one Pembina common share when the deal closes, so shareholders face dilution. Closing is expected in the first half of 2024, pending approvals including Competition Act, Canada Transportation Act, U.S. antitrust and FCC approvals. Pembina also paid about $145 million to Aux Sable to settle claims with a third party over a natural gas liquids supply agreement, which the filing says matches provisions it had already recorded. The text is truncated, so the dividend-equivalent payment terms are not visible.
Pembina said it will not redeem its 10,000,000 Series 1 preferred shares on December 1, 2023, so holders can choose by November 16 to convert them one-for-one into floating-rate Series 2 shares. Shares not converted stay Series 1 and pay a fixed 6.525% a year for five years from December 1, 2023, while Series 2 would pay a floating 7.631% for the first quarter. Conversion is not guaranteed if fewer than 1,000,000 shares of either series would remain. This is the same reset-and-convert process used for Series 15 and Series 21, and it settles the earlier open question about the Series 1 preferreds, though the conversion result is not yet reported.
Pembina agreed to issue $500 million of senior unsecured notes in three parts: $300 million of new Series 19 notes at 5.72% due June 22, 2026, plus $100 million each added to its existing Series 5 (3.54%, due Feb 3, 2025) and Series 6 (4.24%, due June 15, 2027) notes. Closing is expected June 22, 2023, and the proceeds are meant to repay borrowings under its unsecured $1.5 billion revolving credit facility and for general corporate purposes. This continues the pattern of using note proceeds to pay down the revolver; the filing describes the facility as $1.5 billion, whereas earlier context listed it as $2.5 billion.
Cedar LNG, the Kitimat B.C. project with Haisla Nation, received its B.C. Environmental Assessment Certificate and signed a non-binding MOU with ARC Resources for a 20-year liquefaction agreement covering 1.5 million tonnes per year, about half of the 3 million tonne capacity. A first permit for the roughly 8.5 km connecting pipeline was also issued. Pembina's stated target for a final investment decision is now Q3 2023 (earlier context said 2023); this resolves the environmental-assessment item and gives the project its first customer, but the ARC deal is not yet definitive.
The TSX approved renewal of Pembina's share buyback for up to 27,516,835 shares (5% of 550,336,701 outstanding at Feb 28, 2023), running March 10, 2023 to March 9, 2024. Under the prior program Pembina bought 7,154,228 shares at a weighted average of $46.55, a big step up from the 450,000 bought under the program before that. The filing does not commit Pembina to buy any shares under the new program.
Pembina said it will not redeem its 16,000,000 Series 21 preferred shares on March 1, 2023, so holders may convert them one-for-one into floating-rate Series 22 shares by a February 14 deadline. Shares not converted stay Series 21 at a fixed 6.302% annual rate for five years from March 1, 2023, while Series 22 would pay a floating 7.706% for the first quarter. Conversion is not guaranteed: if fewer than 1,000,000 shares of either series would remain, automatic conversion or no conversion applies. The March 1 dividend stays at $0.30625 per Series 21 share.
12 Dec 2022asset acquisition disposition▲ GoodMajor
Pembina gave 2023 guidance of $3.5 to $3.8 billion adjusted EBITDA and a $730 million capital program, and said Pembina Gas Infrastructure (the 60/40 KKR venture closed in August 2022) agreed to sell its 50% non-operated Key Access Pipeline System interest for $662.5 million. This is the Key Access sale that was required under the Competition Bureau agreement noted in July 2022. Proceeds will repay credit facilities that funded KAPS construction, closing is expected in Q1 2023 subject to the Competition Commissioner's approval, and Pembina expects to put in about $50 million more equity through end of 2023. Pembina also said it plans to reactivate the Nipisi Pipeline (Q3 2023), expects a final decision on a 55,000 barrel-per-day Redwater fractionator in Q1 2023, remains on target to buy back $350 million of shares in 2022 and redeemed $300 million of preferreds, and plans to direct 2023 excess cash flow to debt repayment. The text is truncated.
Pembina declared its December 2022 common dividend of $0.2175 per share, payable December 30, 2022 to holders of record December 15. It also said it intends to move from monthly to quarterly dividends after the December payment, subject to board approval of each dividend, with the first quarterly payment expected in March 2023. US-dollar recipients would get about US$0.1615 per share before withholding tax at an exchange rate of 0.7425.
Pembina declared its September 2022 common dividend of $0.2175 per share, payable October 14, 2022 to holders of record September 23. This is the first monthly increase from $0.21, a rise of $0.0075, and the release ties it to the closing of the Pembina Gas Infrastructure transaction. US-dollar recipients would get about US$0.1655 per share before withholding tax at an exchange rate of 0.7611.
Pembina said it will not redeem its 8,000,000 Series 15 preferred shares on September 30, 2022, so holders may convert them one-for-one into floating-rate Series 16 shares on October 3, 2022 by a September 19 deadline. Holders who do not convert keep Series 15, whose annual dividend rate resets to 6.164% for five years from September 30, 2022. Series 16 would pay a floating rate of 6.238% for the first quarter, reset every quarter. Conversion is not guaranteed: if fewer than 1,000,000 shares of either series would remain, automatic conversion or no conversion applies. The filing is signed by Cameron Goldade as Chief Financial Officer.
Pembina closed its joint venture with KKR, creating Pembina Gas Infrastructure (PGI), a western Canadian gas processing business with combined capacity of 5 billion cubic feet per day, owned 60% by Pembina (which operates it) and 40% by KKR's infrastructure funds. This completes the deal announced March 1, 2022. The previously approved dividend increase of $0.0075 to $0.2175 per month (3.6%) now takes effect, with the first increased dividend expected to be declared in early September 2022 and paid on or about October 14, 2022. The release does not state the cash proceeds, debt repayment or buyback amounts.
Pembina declared its August 2022 common dividend of $0.21 per share, payable September 15, 2022 to holders of record August 25. This is unchanged from the rate in place since February 2020, and the filing does not mention the pending KKR deal or the planned increase. US-dollar recipients would get about US$0.1633 per share before withholding tax at an exchange rate of 0.7778.
Canada's Competition Bureau issued a no-action letter for the KKR joint venture announced March 1, 2022, which the release describes as the final regulatory approval. Closing is expected in August 2022 subject to remaining conditions. As part of an agreement with the Bureau, Pembina and KKR's funds will sell the 50% non-operated interest in the Key Access Pipeline System that goes into Newco, which fits the post-closing sale already planned.
The TSX approved renewal of Pembina's share buyback for up to 5% of its shares (27,518,100 of 550,362,005 outstanding at February 28, 2022), running March 10, 2022 to March 9, 2023. Under the prior buyback, which expired March 1, 2022, Pembina bought only 450,000 shares at a weighted average of $37.77, against an allowance of 27,497,469. The filing does not commit Pembina to buy any shares under the new program.
Pembina signed agreements with KKR to merge their western Canadian gas processing assets into a new joint venture ('Newco') owned 60% by Pembina and 40% by KKR funds, with Pembina as operator. Pembina contributes its field-based gas processing assets and its 45% of Veresen Midstream (KKR holds the other 55%), and Newco also takes in Energy Transfer Canada, buying Energy Transfer's remaining 51%. Total ascribed value is $11.4 billion; Pembina expects about $700 million of after-tax cash on closing, roughly $550 million for debt repayment and $150 million for more share buybacks, and intends to raise its dividend by $0.0075 per month (3.6%) on closing. Newco has $4.75 billion of credit commitments and would be equity-accounted rather than consolidated. Closing is subject to conditions, and the visible text is truncated. Scott Burrows is now signing as CEO, and the Inter Pipeline deal is not mentioned in this text.
Pembina declared its February 2022 common dividend of $0.21 per share, payable March 15, 2022 to holders of record February 25, unchanged from prior months. US-dollar recipients would get about US$0.1656 per share before withholding tax at an exchange rate of 0.7888. The release gives no other business news; it is signed by Scott Burrows as Interim CEO.
Pembina closed the $1.0 billion note offering announced December 8: $500 million Series 17 notes at 3.53% due December 10, 2031 and $500 million Series 18 notes at 4.49% due December 10, 2051. Proceeds are to repay borrowing under the $2.5 billion revolver and for general corporate purposes. The filing does not state the revolver balance after repayment.
Pembina agreed to issue $1.0 billion of senior unsecured medium-term notes in two $500 million parts: Series 17 at 3.53% due December 10, 2031 and Series 18 at 4.49% due December 10, 2051, under a base shelf prospectus dated November 29, 2021. Net proceeds are meant to repay borrowing under its $2.5 billion revolving credit facility and for general corporate purposes, which continues the revolver paydown already in the context. Closing was expected December 10, 2021.
Pembina declared its November 2021 common dividend of $0.21 per share, payable December 15, 2021 to holders of record November 24, unchanged from prior months. US-dollar recipients would get about US$0.1691 per share before withholding tax at an exchange rate of 0.8053. The release cites an MD&A dated November 4, 2021 for the nine months ended September 30, 2021 but gives no results.
Pembina declared its September 2021 common dividend of $0.21 per share, payable October 15, 2021 to holders of record September 24, unchanged from prior months. US-dollar recipients would get about US$0.1677 per share before withholding tax at an exchange rate of 0.7988. The filing contains no other business news.
Pembina declared its August 2021 common dividend of $0.21 per share, payable September 15, 2021 to holders of record August 25, unchanged from the rate that has held since February 2020. US-dollar recipients would get about US$0.1674 per share before withholding tax at an exchange rate of 0.7971. The release refers to a Q2 2021 MD&A dated August 5, 2021 but gives no results, and says nothing about the Inter Pipeline deal.
Pembina agreed a partnership with the Haisla Nation on the proposed Cedar LNG project, a floating LNG facility in Kitimat, B.C. Pembina will buy the stakes held by PTE Cedar LP and Delfin Midstream Inc., ending up with about 50% (Haisla Nation the other 50%), and will take over as operator. It expects to spend about US$90 million over the next 24 months before a final investment decision, which is targeted for 2023, with an in-service date planned for 2027. Gross project cost is estimated at US$2.4 billion (about C$3.0 billion). It is a new LNG growth project, separate from the Inter Pipeline deal and from the Jordan Cove LNG interest from the Veresen purchase. Regulatory and environmental approvals are still outstanding (environmental assessments are under way), and the release gives no financing plan for the full project cost.
Pembina filed the arrangement agreement dated May 31, 2021 to acquire all the common shares of Inter Pipeline Ltd. (IPL) through a court-approved plan of arrangement, with IPL shareholders receiving Pembina common shares. IPL's board unanimously backed the sale on the recommendation of its independent committee. The agreement refers to an existing competing bid from Brookfield (Bison Acquisition Corp.) and sets conditions including Competition Act and Canada Transportation Act approvals; the visible text does not give the exchange ratio, termination fees or IPL share count, as the filing is truncated. This is a major new deal that would dilute current Pembina holders if it closes (inference from share consideration), and a support agreement is listed as a second exhibit but is not shown.
26 Feb 2021security holder rights change▲ GoodMajor
Pembina announced the Toronto Stock Exchange accepted its notice for a share buyback of up to 5% of its common shares, which is up to 27,497,469 of the 549,949,384 shares outstanding as of February 16, 2021. Buying can run from March 2, 2021 to March 1, 2022, and bought shares will be cancelled. Pembina says how much it buys depends on factors including cash left after dividends and capital needs, and the returns compared with other uses of cash such as new projects and debt reduction. The filing does not commit it to buy any shares.
Pembina declared its February 2021 common dividend of $0.21 per share, payable March 15, 2021 to holders of record February 25. This is unchanged from the $0.21 rate that has held since February 2020. US-dollar recipients would get about US$0.1638 per share before withholding tax at an exchange rate of 0.7802.
Pembina closed the $600 million 4.80% subordinated notes offering due 2081 and gave notice that it will redeem all 6,800,000 Series 11 preferred shares on March 1, 2021 at $25.00 each, a total of $170 million, paid from the offering proceeds. A final quarterly dividend of $0.359375 per share is payable on the same date to holders of record February 1. Proceeds are also intended for redeeming the Series 13 preferreds, but no Series 13 redemption is announced here. This continues the thread opened on January 12.
Pembina priced a $600 million offering of 4.80% subordinated notes (Series 1) due January 25, 2081, expected to close around January 25, 2021. It plans to use the proceeds to redeem or repurchase its Series 11 (PPL.PR.K) and Series 13 (PPL.PR.M) preferred shares, repay other debt, and for general corporate purposes. This is a new thread: replacing preferred shares with long-dated debt, under a new base shelf prospectus dated December 30, 2020.
