All financial figures are approximate and in Canadian dollars
unless otherwise noted. This news release refers to certain
financial measures that are not specified, defined or determined in
accordance with Generally Accepted Accounting Principles ("GAAP"),
including adjusted earnings before interest, taxes, depreciation
and amortization ("adjusted EBITDA"). For more information see
"Non-GAAP and Other Financial Measures" herein.
Pembina Pipeline Corporation ("Pembina" or the "Company") (TSX:
PPL; NYSE: PBA) is pleased to announce that Pembina Gas
Infrastructure Inc. ("PGI"), a Western Canadian focused gas
processing entity jointly owned by Pembina and KKR, has entered
into agreements with Veren Inc. and certain affiliates thereof
("Veren") that include the acquisition of Veren’s Gold Creek and
Karr area oil batteries and support for future infrastructure
development (the "Transaction"). The net purchase price related to
the acquisition of the batteries is $400 million ($240 million, net
to Pembina).
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"We are thrilled to enhance and further align our strategic
partnership with Veren, a top-tier growth focused Montney and
Duvernay producer," said Chris Rousch, PGI’s President & Chief
Executive Officer. "This transaction demonstrates how our
collaborative approach to infrastructure solutions creates a
compelling value proposition for our customers."
Transaction Details
- PGI will acquire four batteries in the Gold Creek and Karr
areas, which include natural gas handling capacity of 320 million
cubic feet per day and liquids handling capacity of 53,000 barrels
per day. Natural gas from the batteries is processed at PGI’s
Patterson Creek Gas Plant and both the batteries and the Patterson
Creek Gas Plant are connected to Pembina’s Peace Pipeline
system.
- Veren will retain operatorship of the acquired assets, with
operating costs and maintenance capital flowing through to Veren.
Veren will also assume operatorship of the existing PGI-owned
batteries in the area.
- Additionally, PGI will fund up to $300 million, of which
approximately one-third has already been committed, for Veren’s
future battery and gathering infrastructure in the area (the "Veren
Infrastructure"). Veren will construct and operate the batteries,
and PGI will construct and operate high pressure gathering
pipelines.
- Veren will enter into a 15 year take-or-pay agreement for
capacity at the acquired batteries, which also includes an
area-of-dedication to PGI for gathering and processing services for
all volumes Veren produces out of the Gold Creek and Karr
areas.
- Anticipated annual adjusted EBITDA associated with the
acquisition of the batteries is initially expected to be
approximately $50 million ($30 million, net to Pembina). Further
capital deployment in support of commitments will generate
incremental contracted EBITDA from corresponding fees and increased
plant utilization.
Strategic Benefits
- Builds on Existing Infrastructure Partnership with a Strong
Investment Grade Counterparty: Strengthens the existing
partnership with Veren, a leading North American producer with 20
years of premium drilling inventory and prolific assets in the
Montney and the Duvernay.
- Extended Contracts and Area of Dedication: The existing
legacy agreements with PGI will be amalgamated under a simplified
structure to include the newly purchased batteries, existing
assets, and further Veren Infrastructure development, all
underpinned by 15 year take-or-pay and area-of-dedication
agreements. This represents significant term extensions on the
legacy agreements. Further, PGI has eliminated future non-revenue
generating capital obligations associated with the legacy
agreements and has reduced its exposure to operating expenses.
- Enhanced Alignment Between the Parties and Enhanced
Patterson Creek Utilization: The Transaction allows Veren to
operate upstream gathering and battery infrastructure, while PGI
will continue to operate the Patterson Creek Plant. This alignment
further supports increased drilling activity and corresponding
volumes in Veren’s development plan, which will utilize existing
unused capacity at PGI’s Patterson Creek Gas Plant.
- Integration with Pembina’s Value Chain: Liquids from the
batteries and the Patterson Creek Gas Plant will continue to be
transported on Pembina’s Peace Pipeline system and the natural gas
liquids will be processed at Pembina’s Redwater Facility under
previously established agreements.
Transaction Funding
The Transaction will initially be funded using PGI’s existing
credit facility.
Closing
Closing is expected to occur in the fourth quarter of 2024 and
is subject to the satisfaction or waiver of customary closing
conditions, including all required regulatory approvals.
Forward-Looking Information and Statements
This news release contains certain forward-looking statements
and forward-looking information (collectively, "forward-looking
statements"), including 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
"continue", "anticipate", "will", "expects", "estimate",
"potential", "planned", "future", "outlook", "strategy", "project",
"plan", "commit", "maintain", "focus", "ongoing", "believe" and
similar expressions suggesting future events or future
performance.
In particular, this news release contains forward-looking
pertaining to, without limitation, the following: (i) the terms and
conditions of the Transaction, including with respect to PGI’s
acquisition of working interests in certain assets, Veren’s
operatorship of the assets, entering into new agreements with Veren
including related to areas of dedication, transportation,
fractionation, and marketing services, and the funding of Veren
Infrastructure; (ii) the strategic benefits of the Transaction;
(iii) the funding of the Transaction; and (iv) the anticipated
timing of closing of the Transaction.
The forward-looking statements are based on certain assumptions
that Pembina have made in respect thereof as at the date of this
news release regarding, among other things: prevailing commodity
prices, margins and exchange rates; that Pembina’s financial
results will be consistent with management expectations; the
availability and sources of capital; estimated operating and
development costs; utilization rates and future demand for
services; the ability to reach required commercial agreements; and
the ability to obtain required regulatory approvals and to comply
with the conditions thereof.
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. These forward-looking statements are not guarantees of
future performance and are subject to a number of known and unknown
risks and uncertainties that could cause actual events or results
to differ materially, including, but not limited to: the regulatory
environment and decisions and Indigenous and landowner consultation
requirements; the impact of competitive entities and pricing;
reliance on key relationships, joint venture partners and
agreements; labour and material shortages; the strength and
operations of the oil and natural gas production industry and
related commodity prices; non-performance or default by contract
counterparties; actions by governmental or regulatory authorities,
including changes in tax laws and treatment, changes in royalty
rates, changes in regulatory processes or increased environmental
regulation; the ability of Pembina or PGI to acquire or develop the
necessary infrastructure in respect of the Transaction;
fluctuations in operating results; adverse general economic and
market conditions, including potential recessions in Canada, North
America and worldwide resulting in changes, or prolonged
weaknesses, as applicable, in interest rates, foreign currency
exchange rates, inflation rates, commodity prices, supply/demand
trends and overall industry activity levels; constraints on, or the
unavailability of, adequate supplies, infrastructure or labour; the
political environment in North America and elsewhere, and public
opinion; the ability to access various sources of debt and equity
capital; adverse changes in credit ratings; counterparty credit
risk; technology and cyber security risks; natural catastrophes;
and certain other risks detailed in Pembina's Annual Information
Form and Management's Discussion and Analysis, each dated February
22, 2024 for the year ended December 31, 2023, and from time to
time in Pembina's public disclosure documents available at
www.sedarplus.ca, www.sec.gov and through Pembina's website at
www.pembina.com.
This list of risk factors should not be construed as exhaustive.
Readers are cautioned that events or circumstances could cause
results to differ materially from those predicted, forecasted or
projected by forward-looking statements contained herein. The
forward-looking statements contained in this news release speak
only as of the date of this news release. The forward-looking
statements contained in this news release are expressly qualified
by this cautionary statement.
Non-GAAP and Other Financial Measures
Throughout this news release, Pembina has disclosed certain
financial measures that are not specified, defined or determined in
accordance with GAAP, and which are not disclosed in Pembina's
financial statements. Non-GAAP financial measures either exclude an
amount that is included in, or include an amount that is excluded
from, the composition of the most directly comparable financial
measure specified, defined and determined in accordance with GAAP.
These non-GAAP financial measures together with financial measures
and ratios specified, defined and determined in accordance with
GAAP, are used by management to evaluate the performance and cash
flows of Pembina and its businesses, including the business of its
equity accounted investees and to provide additional useful
information respecting Pembina's financial performance and cash
flows to investors and analysts.
In this news release, Pembina has disclosed adjusted EBITDA,
which is a non-GAAP financial measure that does not have any
standardized meaning under International Financial Reporting
Standards ("IFRS") and may not be comparable to similar financial
measures or ratios disclosed by other issuers. Such financial
measures should not, therefore, be considered in isolation or as a
substitute for, or superior to, measures and ratios of Pembina's
financial performance, or cash flows specified, defined or
determined in accordance with IFRS, including revenue and
earnings.
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For further information: Pembina Investor Relations (403)
231-3156 1-855-880-7404 investor-relations@pembina.com
www.pembina.com
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