All financial figures are approximate and in Canadian dollars
unless otherwise noted. This news release refers to adjusted
earnings before interest, taxes, depreciation and amortization
("adjusted EBITDA"), which is a financial measure that is not
defined by Generally Accepted Accounting Principles ("GAAP"). For
more information see "Non-GAAP Measures" herein.
CALGARY, Dec. 16, 2019 /CNW/ - Pembina Pipeline
Corporation ("Pembina" or the "Company") (TSX: PPL; NYSE: PBA) is
pleased to announce it has completed its previously announced
acquisition of Kinder Morgan Canada Limited ("KML") (the "Corporate
Acquisition") and the U.S. portion of the Cochin Pipeline system
(the "Cochin US Acquisition" and together with the Corporate
Acquisition, the "Kinder Morgan Transaction"). The Company is
further pleased to affirm its previously announced dividend
increase, announce its 2020 financial guidance and provide an
end-of-year business update.
Closing of the Kinder Morgan Transaction
"We are pleased to have closed the highly strategic Kinder
Morgan Transaction earlier than originally expected, which will
allow us to realize a full year of contribution from these assets
in 2020. The newly acquired assets provide enhanced integration
within our existing franchise, entrance into exciting new
businesses and clear visibility to creating long-term value for our
shareholders," said Mick Dilger,
Pembina's President and Chief
Executive Officer. "Our teams will now focus on completing the
integration activities and pursuing the $100
million of additional run-rate adjusted EBITDA we expect to
realize over the coming years," added Mr. Dilger.
The Corporate Acquisition was completed pursuant to a plan of
arrangement under Section 193 of the Business Corporations
Act (Alberta) (the
"Arrangement") pursuant to which KML acquired all of the issued and
outstanding class B limited partnership units of Kinder Morgan
Canada Limited Partnership ("Class B Units"), Pembina acquired all of the issued and
outstanding special voting shares of KML ("KML Special Voting
Shares") and PKM Canada Limited ("Pembina SubCo"), a wholly-owned
subsidiary of Pembina, amalgamated
with KML and continued under the name "PKM Canada Limited"
("Amalco"). Pursuant to such amalgamation, each restricted voting
share of KML ("KML Restricted Voting Shares") was cancelled, each
cumulative redeemable minimum rate reset preferred share, series 1
of KML ("KML Series 1 Shares") was cancelled, each cumulative
redeemable minimum rate reset preferred share, series 3 of KML
("KML Series 3 Shares") was cancelled, each KML Special Voting
Share was cancelled and each common share of Pembina SubCo was
converted into one common share of Amalco. Pursuant to the
Arrangement:
(a) holders of KML
Restricted Voting Shares, for each KML Restricted Voting Share
held, received 0.3068 of a common share of Pembina (a "Pembina Common Share");
(b) holders of KML
Special Voting Shares, and associated Class B Units received:
(i) for each KML Special Voting Share held, a cash payment of
$0.000001; and (ii) for each
associated Class B Unit held, 0.3068 of a Pembina Common
Share;
(c) holders of KML Series 1
Shares, for each KML Series 1 Share held, received one cumulative
redeemable rate reset class A preferred share, series 23 of Pembina
(PPL.PF.C) ("PPL Series 23 Shares") with substantially the same
terms and conditions as the KML Series 1 Shares; and
(d) holders of KML
Series 3 Shares, for each KML Series 3 Share held, received one
cumulative redeemable rate reset class A preferred share, series 25
of Pembina (PPL.PF.E) ("PPL Series
25 Shares") with substantially the same terms and conditions as the
KML Series 3 Shares.
Following completion of the Arrangement, Pembina is the owner of all of the issued and
outstanding securities of Amalco. The Arrangement was approved by
the holders of KML Restricted Voting Shares and KML Special Voting
Shares, voting together as a single class, and the holders of KML
Series 1 Shares and KML Series 3 Shares, voting together as a
single class, at special meetings held on December 10, 2019 and by the Court of Queen's
Bench of Alberta on December 10, 2019. Immediately before the
Arrangement, Pembina did not own
or control any KML Restricted Voting Shares, KML Special Voting
Shares, Class B Units, KML Series 1 Shares, KML Series 3 Shares or
common shares of Amalco.
Dividends on the PPL Series 23 Shares and the PPL Series 25
Shares will continue to be paid on the 15th day of
February, May, August and November in each year if, as and when
declared by the board of directors of Pembina. Former holders of KML Series 1 Shares
receiving PPL Series 23 Shares will receive a full quarterly
dividend of $0.328125 on February 15, 2020, when declared, and former
holders of KML Series 3 Shares receiving PPL Series 25 Shares will
receive a full quarterly dividend of $0.3250 on February 15,
2020, when declared. The KML Restricted Voting Shares, the
KML Series 1 Shares and the KML Series 3 Shares will be delisted
from the TSX within a few trading days following closing of the
Kinder Morgan Transaction.
Pembina assumed KML's
$500 million existing revolving
credit facility and converted it to a non-revolving term loan (the
"Term Loan"). The Term Loan has an initial maturity date of
August 31, 2022 and is pre-payable at
the Company's option without penalty.
Concurrent with the completion of the Arrangement, the Cochin US
Acquisition was completed by a wholly-owned subsidiary of
Pembina for cash consideration of
approximately $2.05 billion and was
funded through Pembina's existing
unsecured credit facility.
Common Share Dividend and Timing of Dividend Increase
Pembina pays cash dividends on
its common shares on a monthly basis to holders of record on the
25th calendar day of each month (except for the December record
date, which is December 31st), if, as
and when determined by the board of directors of Pembina.
Former holders of KML Restricted Voting Shares and Class B Units
receiving Pembina Common Shares that continue to be a shareholder
of record on December 31, 2019 will
be eligible to receive the previously declared dividend of
$0.20 per Pembina Common Share,
payable, subject to applicable law, on January 15, 2020.
As previously announced, Pembina's board of directors approved a
$0.01 per common share increase to
its monthly common share dividend rate, to $0.21 per common share, subject to closing of the
Kinder Morgan Transaction. The first dividend under which the
increase will take effect is expected to be declared in early
January 2020, and payable on or about
February 15, 2020.
2020 Guidance
Based on the Company's expectations and outlook for 2020,
Pembina is anticipating annual
adjusted EBITDA of $3.25 –
$3.55 billion. 2020 guidance reflects
the closing of the Kinder Morgan Transaction, the $440 million of new projects recently placed into
service including Duvernay II, Wapiti Condensate Lateral, and NEBC
Montney Infrastructure. In addition, Pembina expects to place into service an
additional $1.1 billion of projects
during 2020.
In 2020, the Pipelines Division will benefit from higher revenue
volumes on the Peace Pipeline System from new projects, including
Phase VI, NEBC Montney Infrastructure, the Wapiti Lateral, as well
as increased volumes at existing locations. The Pipelines Division
will also benefit in 2020 from the contribution of the Cochin
Pipeline and Edmonton Terminals acquired as part of the Kinder
Morgan Transaction.
The Facilities Division is expected to benefit from a full year
of operations at Duvernay II and the Redwater Co-generation
Facility, as well as the start-up of projects including Duvernay
Sour Treatment Facilities, Prince Rupert Export Terminal and
Empress Fractionation. 2020 guidance also reflects the contribution
from the acquisition of Vancouver Wharves. These factors are
expected to be partially offset by lower revenues at select dry gas
facilities.
The outlook for the Marketing & New Ventures Division is
based on an expectation of lower year-over-year crude oil marketing
revenue, and narrower NGL frac spreads driven by lower NGL prices,
partially offset by Pembina's
hedging program. The Company has hedged approximately 50 percent of
its 2020 frac spread exposure, excluding Aux Sable, with these hedges having been
systematically entered into throughout 2019.
Pembina's 2020 Guidance may be
directly impacted by certain commodity prices and foreign exchange
rates, including the impact of Pembina's hedging program as follows:
|
|
Key
Variable
|
Impact on Adjusted
EBITDA
($
millions)
|
|
|
AECO ± $0.50
CAD/GJ
|
± 18
|
Propane ± $0.10
USD/usg
|
± 25
|
FX ± $0.05
USD/CAD
|
± 31
|
2020 Capital Expenditures
Pembina's 2020 capital program
is expected to be allocated as follows:
|
|
($
millions)
|
2020
Budget (1)
|
Pipelines
Division
|
$1,300
|
Facilities
Division
|
$400
|
Marketing & New
Ventures Division
|
$50
|
Corporate
|
$25
|
Contributions to
Equity Accounted Investments & Advances to Related
Parties
|
$525
|
Total Capital
Expenditures, Contributions & Advances to Related
Parties
|
$2,300
|
(1) Capital budget shown
in Canadian dollars based on a forecasted average U.S. foreign
exchange rate of 0.76.
|
Pembina's Pipelines Division
capital expenditures will be primarily focused on advancing the
development of the Peace Pipeline System including the Phase VI,
VII, VIII and IX expansions.
Investment in the Facilities Division will be focused on the
Duvernay III, Prince Rupert Terminal, Prince Rupert Terminal
Expansion, Empress Fractionation, and Empress Co-generation
projects.
The Marketing and New Ventures Division spending will be focused
on ongoing regulatory and permitting requirements related to
Jordan Cove and advancing
Pembina's remaining portfolio of
unsecured development opportunities.
Contributions to Equity Accounted Investments & Advances to
Related Parties relate to funding previously announced projects
within our joint venture entities, the majority of which relate to
the integrated propane dehydrogenation ("PDH") plant and
polypropylene ("PP") upgrading facility ("PDH/PP
Facility").
"One of our highest priorities is prudent and disciplined
capital allocation. We invest in strong franchises, with
significant contractual underpinning and good counterparties – all
ingredients to delivering consistent, industry leading returns.
Further, we continue to execute Pembina's strategy within our financial
guardrails," stated Scott Burrows,
Pembina's Senior Vice President
and Chief Financial Officer. "It takes commitment and discipline,
but Pembina and its stakeholders
have been rewarded and we intend to maintain our approach moving
forward," noted Mr. Burrows.
Business Update
Pembina continues to be
squarely focused on delivering transportation and midstream
services that enable our customers to reach the best possible
markets for their products at a competitive cost, thus enhancing
their netbacks. Collectively, the following developments support
the ongoing build-out of our integrated value chain and highlight
Pembina's unique capability to
quickly and cost-effectively add up to 300,000 barrels per day
("bpd") of incremental Peace Pipeline System capacity:
- Renewal of Peace Pipeline System Phase I & II contracts and
additional firm service contracts;
- Peace Pipeline System expansions, optimization and capacity
potential;
- Incremental fractionation facilities;
- Prince Rupert LPG Export Terminal expansion; and
- Ethane supply to support Alberta's Petrochemicals Diversification
Program.
Pembina's liquids pipelines are
now connected to all major export facilities and world-scale
storage facilities in Alberta,
including the 10 million barrels of storage acquired from
Kinder Morgan. Further, through the
acquisition of the Cochin Pipeline, Pembina has strengthened its capabilities and
connectivity within its condensate business. In addition,
Pembina's NGL pipeline systems are
connected upstream to major Pembina and third-party gas processing
facilities and downstream to all major NGL fractionation and
storage facilities in the Fort
Saskatchewan, Alberta area. This connectivity provides our
customers with unparalleled flexibility in reaching their desired
markets.
Renewal of Peace Pipeline System Phase I & II Contracts
and Additional Firm Service Contracts
Pembina continues to progress
the renewal of the legacy Peace Pipeline Phase I and II contracts,
a portion of which were previously extended as part of the Phase
III expansion. Pembina is engaged
in ongoing discussions with customers and is highly confident that
the majority of the remaining contracts nearing maturity will be
renewed, or their firm capacity resold, given the tolls are
substantially lower than current posted tolls. This will allow us
to maintain Pembina's current
earnings profile while providing exceptional value, flexibility and
reliability for customers not available elsewhere.
Producer demand for Pembina's
transportation services across the liquids-rich areas of the
Western Canadian Sedimentary Basin ("WCSB") continues to grow.
Since May 2019, Pembina has continued to secure firm service
commitments on the Peace Pipeline System while extending many in
the process. This continues Pembina's recent track record of
systematically growing and extending the contracted revenue profile
of these pipelines in response to customer demand and in lock step
with our announced expansions. Firm volume commitments now will
reach approximately 1.1 million bpd in 2022.
Peace Pipeline System Expansions, Optimization and Capacity
Potential
Once the first stage of Phase IX is
complete, Pembina will have 1.1 million bpd of market
delivery capacity into Edmonton,
Alberta across the Peace and Northern systems and will have
completed its objective of achieving segregated liquids
transportation service for ethane-plus, propane-plus, crude and
condensate between Gordondale, Alberta and the Edmonton, Alberta area. Full product
segregation is a significant accomplishment that will drive
operational and capital efficiencies, strengthen Pembina's competitive advantage and ultimately
benefit our customers. There are numerous advantages associated
with product segregation including, most notably, the avoidance of
product batching, which increases pipeline utilization, minimizes
product interface and requires less operational storage. Finally,
it also supports potential capacity increases through optimization
and more efficient and ultimately cost-effective lateral
connectivity to the pipeline, as well as optimal flexibility in
future mainline expansions.
The elimination of batching and other hydraulic optimization
initiatives, which Pembina refers
to as Phase X, could create up to an incremental 100,000 bpd of
capacity with minimal capital spending.
In addition, Pembina continues
to have the ability, through a second stage of the Phase IX
expansion, to add approximately 200,000 of capacity to its
pipelines from Fox Creek, Alberta
to Namao, Alberta through the
addition of pump stations on these mainlines. Land for these
additional pump stations has been acquired and all the upstream
infrastructure required to access this capacity will be in place
with the completion of the Peace Phase VI-IX expansions.
Incremental Fractionation Facilities
With the increasing amount of oil and condensate resource being
developed along our pipeline systems and the anticipated startup of
LNG Canada's Phase I liquified natural gas project on Canada's West
Coast, Pembina continues to
receive customer requests for incremental fractionation services
for associated natural gas liquids.
Increasingly, we are observing customer demand for incremental
natural gas liquid barrels, particularly from the Montney play, to move westward for export.
Given this shift in WCSB product flows, Pembina is pursuing multiple developments in
parallel, both within the existing Redwater fractionation complex as well as
northeast British Columbia
("NEBC"), which will facilitate this movement and actively respond
to producers' evolving needs.
Pembina currently has in excess
of 1,500 acres at the Company's existing Redwater fractionation complex and has secured
540 acres in NEBC where Pembina is
evaluating new fractionation facilities, based on the design of the
RFS II and III facilities, and associated rail infrastructure. The
Peace Pipeline provides location optionality to construct required
NGL fractionation facilities in multiple locations to meet customer
demand for services and provide maximum diversification to premium
NGL markets, such as through Pembina's Prince Rupert Export Terminal and
its expansion, or through value-added upgrading to
polypropylene.
Prince Rupert LPG Export Terminal Expansion
Pembina continues to advance
construction of its Prince Rupert LPG Export Terminal. The project
is on track to provide customers with export service beginning in
the second half of 2020.
The anticipated startup of this facility has generated
significant interest from our customers and offtakers, and
Pembina is pleased to announce an
expansion of this terminal (the "Prince Rupert Terminal
Expansion"), which will increase propane export capacity to
approximately 40,000 bpd. The Prince Rupert Terminal Expansion is
expected to cost approximately $175
million and has an anticipated in-service date in the first
half of 2023, subject to regulatory and environmental approvals.
The incremental capacity from the expansion will closely match the
proposed NEBC fractionation facility's propane production and the
in-service dates of the respective facilities would be closely
aligned.
Ethane Supply to Support Alberta's Petrochemicals
Diversification Program
Pembina's existing
infrastructure ideally positions the Company to be a significant
supplier of ethane to support the Government of Alberta's Petrochemicals Diversification
Program. This program is designed to provide government support and
incentives to build facilities that may include a world-scale
ethane cracker in Alberta. Through
the continued expansion and hydraulic optimization of the Peace
Pipeline System, expansion and optimization efforts on the Alberta
Ethane Gathering System, and the current capability of the Vantage,
Northern and Brazeau systems, Pembina has concluded it can provide over
100,000 bpd of incremental, highly reliable, diversified, low-cost,
ethane transportation to the Edmonton,
Alberta area, much of which may be sourced from existing or
future Pembina facilities. This
opportunity aligns with our customers' needs and the Government of
Alberta's goal to provide a
made-in-Alberta petrochemical
solution resulting in significant investment and long-term
employment for thousands of Albertans.
Other important initiatives we are pursuing include:
- Alliance Pipeline expansion;
- PDH/PP Facility; and
- Jordan Cove LNG Project.
Alliance Pipeline Expansion
Alliance Pipeline ("Alliance") continues to pursue an expansion
from the Bakken play in North
Dakota to the Chicago area.
Commercial discussions with customers are ongoing and Alliance
believes there is an opportunity for a phased expansion of up to
400 million cubic feet per day with initial commercial support for
an initial expansion of up to 100 million cubic feet per day. Due
to current extensive flaring of natural gas in the Bakken, and
increasingly stringent regulations in North Dakota restricting such flaring,
Alliance believes it can provide a solution that will benefit
customers and result in improved environmental performance.
PDH/PP Facility
Pembina continues to progress
its PDH/PP Facility, which is under development through its joint
venture entity, Canada Kuwait Petrochemical Corporation
("CKPC").
CKPC continues execution of the early works activities for the
PDH/PP Facility in Alberta's
Industrial Heartland, adjacent to Pembina's Redwater fractionation complex, located in
Sturgeon County, Alberta. CKPC has
obtained all environmental and regulatory approvals to construct
and operate the PDH/PP Facility. All long-lead equipment to support
mechanical completion has been ordered and we are progressing as
expected with multiple parties to secure lump sum engineering and
construction agreements with an objective of locking down two
thirds of the project cost.
Jordan Cove LNG Project
On November 15, the Federal Energy
Regulatory Commission ("FERC") released the Final Environmental
Impact Statement ("FEIS") and recommended approval of the Jordan
Cove LNG terminal and Pacific Gas Connector Pipeline. The FEIS is
the result of FERC's comprehensive review process that began in
September 2017 and includes complete
and comprehensive environmental, safety and security reviews,
developed with input from federal and state agencies, Tribes and
many other stakeholders.
The FEIS issued by FERC represents the final step in the FERC
environmental review process before an order is issued by the
Commission, approving the project. Pembina looks forward to receiving our final
certificate from FERC on February 13,
2020.
Engagement with the Oregon State regulatory authority
continues. State permits remain a critical component of the
regulatory process for Jordan Cove
and are necessary to enable the commercial viability of the project
and allow this investment to move forward.
About Pembina
Calgary-based Pembina Pipeline
Corporation is a leading transportation and midstream service
provider that has been serving North
America's energy industry for 65 years. Pembina owns an integrated system of pipelines
that transport various hydrocarbon liquids and natural gas products
produced primarily in western Canada. The Company also owns gas
gathering and processing facilities; an oil and natural gas liquids
infrastructure and logistics business; is growing an export
terminals business; and is currently constructing a petrochemical
facility to convert propane into polypropylene. Pembina's integrated assets and commercial
operations along the majority of the hydrocarbon value chain allow
it to offer a full spectrum of midstream and marketing services to
the energy sector. Pembina is
committed to identifying additional opportunities to connect
hydrocarbon production to new demand locations through the
development of infrastructure that would extend Pembina's service offering even further along
the hydrocarbon value chain. These new developments will contribute
to ensuring that hydrocarbons produced in the Western Canadian
Sedimentary Basin and the other basins where Pembina operates can reach the highest value
markets throughout the world.
Purpose of Pembina:
To be the leader in delivering integrated infrastructure
solutions connecting global markets;
- Customers choose us first for reliable and value-added
services;
- Investors receive sustainable industry-leading total
returns;
- Employees say we are the 'employer of choice' and value
our safe, respectful, collaborative and fair work culture; and
- Communities welcome us and recognize the net positive
impact of our social and environmental commitment.
Pembina is structured into
three Divisions: Pipelines Division, Facilities Division and
Marketing & New Ventures Division.
Pembina's common shares trade
on the Toronto and New York stock exchanges under PPL and PBA,
respectively. For more information, visit www.pembina.com.
Forward-Looking Information and Statements
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 and Kinder
Morgan Canada's current expectations, estimates, projections
and assumptions in light of their experience and their perception
of historical trends. In some cases, forward-looking statements can
be identified by terminology such as "expects", "will", "would",
"anticipates", "plans", "estimates", "develop", "intends",
"potential", "continue", "could", "create", and similar expressions
suggesting future events or future performance.
In particular, this press release contains forward-looking
statements, including certain financial outlooks, pertaining to,
without limitation, the following: the anticipated benefits of the
Kinder Morgan Transaction to Pembina securityholders and customers,
including anticipated revenue synergies; future dividends,
including the increase in amount thereof, which may be declared on
Pembina's Common Shares and
preferred shares and any future dividend payment date; the ongoing
utilization and expansions of and additions to the combined
company's business and asset base, growth and growth potential;
realization of certain full year contributions; expectations
regarding long-term value to shareholders; and expectations
regarding the delisting of the KML Restricted Voting Shares, the
KML Series 1 Shares and the KML Series 3 Shares; planning,
construction, capital expenditure estimates, schedules, incremental
volumes, in-service dates, contractual and fee arrangements,
rights, activities and operations with respect to planned new
construction of, or expansions in relation to Pembina's and its affiliates' pipeline and
infrastructure expansions; expectations around continuing
producer activity and development and growth of product supply; the
ongoing utilization and expansions of and additions to Pembina's business and asset base, growth and
growth potential; expectations regarding future demand for
transportation and processing services; Pembina's and its affiliates' corporate
strategy; anticipated future adjusted EBITDA; estimated current
income tax expense; ongoing negotiations and discussions with
customers for additional services; and expectations regarding
synergies, operational efficiencies, and integration of growth and
development projects with Pembina's existing business and asset
base.
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 news release, including:
that favourable circumstances continue to exist in respect of
current operations and current and future growth projects
(including the ability to finance operations and such projects on
favorable terms); future levels of oil and natural gas development;
potential revenue and cash flow enhancement; future cash flows;
future expected adjusted EBITDA and expected incremental adjusted
EBITDA; prevailing commodity prices; margins and exchange rates;
that the combined entities future results of operations will be
consistent with past performance and management expectations in
relation thereto; the continued availability of capital at
attractive prices to fund future capital requirements relating to
existing assets and projects, including but not limited to future
capital expenditures relating to expansion, upgrades and
maintenance shutdowns; the success of growth projects; future
operating costs; that counterparties to material agreements will
continue to perform in a timely manner; that there are no
unforeseen events preventing the performance of contracts; that
there are no unforeseen material construction or other costs
related to current growth projects or current operations; the
ability of Pembina to successfully
negotiate and complete final commercial agreements; that
counterparties to material agreements will continue to perform in a
timely manner; that Pembina's
joint venture partners will continue to provide support for joint
venture projects; the ability of Pembina and any required third parties to
effectively engage with stakeholders; that any third party
projects relating to Pembina's
growth projects will be sanctioned and completed as expected; that
all required regulatory and environmental approvals can be obtained
on the necessary terms in a timely manner; and prevailing interest
and tax rates.
Although Pembina believes
that 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, which may cause actual performance and financial
results to differ materially from the results expressed or implied,
including, but not limited to: the failure to realize the
anticipated benefits or synergies of the Kinder Morgan Transaction
following closing due to integration issues or otherwise and
expectations and assumptions concerning, among other things:
customer demand for the Company's services; commodity prices and
interest and foreign exchange rates; planned synergies, capital
efficiencies and cost-savings; applicable tax laws; future
production rates; the sufficiency of budgeted capital expenditures
in carrying out planned activities; and the availability and cost
of labour and services; non-performance of agreements in accordance
with their terms; 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; the regulatory environment and
the ability to obtain required regulatory approvals; fluctuations
in operating results; lower than anticipated results of operations
and accretion from Pembina's
business initiatives; the ability of Pembina or its joint venture partners to raise
sufficient capital (or to raise capital on favourable terms) to
complete future projects and satisfy future commitments; actions by
governmental or regulatory authorities including changes in tax
laws and treatment, changes in royalty rates or increased
environmental regulation; adverse general economic and market
conditions in Canada, North America and elsewhere;
construction delays; labour and material shortages; and certain
other risks detailed from time to time in Pembina's public disclosure documents
including, among other things, those detailed under the heading
"Risk Factors" in Pembina's and
Kinder Morgan Canada's management's
discussion and analysis and annual information form for the year
ended December 31, 2018, which can be
found at www.sedar.com under respective
company's profiles.
In respect of the forward-looking statements and information
concerning future dividends or increased dividends on its common
shares and preferred shares, Pembina has provided such in reliance on
certain assumptions that it believes are reasonable at this time,
including assumptions in respect of: prevailing commodity prices,
margins and exchange rates; that the combined entities future
results of operations will be consistent with past performance and
management expectations in relation thereto; the continued
availability of capital at attractive prices to fund future capital
requirements relating to existing assets and projects, including
but not limited to future capital expenditures relating to
expansion, upgrades and maintenance shutdowns; the success of
growth projects; future operating costs; that counterparties to
material agreements will continue to perform in a timely manner;
that there are no unforeseen events preventing the performance of
contracts; and that there are no unforeseen material construction
or other costs related to current growth projects or current
operations. Pembina will also be
subject to corporate legal requirements in respect of declaring
dividends at such time.
The estimates of adjusted EBITDA set forth in this press
release may be considered to be future-oriented financial
information or a financial outlook for the purposes of applicable
Canadian securities laws. Financial outlook and future oriented
financial information contained in this press release about
prospective financial performance (including future expected
adjusted EBITDA and expected incremental adjusted EBITDA),
financial position or cash flows are based on assumptions about
future events, including economic conditions and proposed courses
of action, based on management's assessment of the relevant
information currently available, and to become available in the
future. These projections contain forward-looking statements and
are based on a number of material assumptions and factors set out
above. Actual results may differ significantly from the projections
presented herein. These projections may also be considered to
contain future-oriented financial information or a financial
outlook. The actual results of Pembina's operations for any period will
likely vary from the amounts set forth in these projections, and
such variations may be material. See above for a discussion of the
risks that could cause actual results to vary. The future-oriented
financial information and financial outlooks contained in this
press release have been approved by management as of the date of
this press release. Readers are cautioned that any such financial
outlook and future oriented financial information contained herein
should not be used for purposes other than those for which it is
disclosed herein. Pembina and its
management believe that the prospective financial information has
been prepared on a reasonable basis, reflecting management's best
estimates and judgments, and represent, to the best of management's
knowledge and opinion, the Company's expected course of action.
However, because this information is highly subjective, it should
not be relied on as necessarily indicative of future results.
Accordingly, readers are cautioned that events or circumstances
could cause results to differ materially from those predicted,
forecasted or projected. Such forward-looking statements are
expressly qualified by the above statements. 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.
In this news release, Pembina has used the term adjusted EBITDA,
which is a non-GAAP measure. For more information about non-GAAP
measures, see the" Non-GAAP Measures" section below. The
information contained herein with respect to future adjusted EBITDA
is to assist investors in understanding the Company's expected
financial results, and this information may not be appropriate for
other purposes.
The forward-looking statements contained in this document are
expressly qualified by this cautionary statement.
Certain of the information in this press release is being
issues under the early warning reporting provisions of applicable
securities laws. An early warning report with additional
information in respect of the foregoing matters will be filed and
made available under the SEDAR profile of Amalco at
www.sedar.com. To obtain a copy of the early warning
report, you may also contact Chris
Scherman, Vice President, General Counsel of Pembina at 403-231-7500. Pembina is organized under the Business
Corporations Act (Alberta) and its
head office is located at 4000, 585 – 8th Avenue S.W.,
Calgary, Alberta T2P 1G1 and
Amalco's head office is located at Suite 3000, 300 – 5th
Avenue S.W., Calgary, Alberta T2P
5J2.
Non-GAAP Measures
In this news release, Pembina has used the term adjusted earnings
before interest, taxes, depreciation and amortization ("adjusted
EBITDA"), which does not have any standardized meaning under IFRS
("Non-GAAP Measures"). Since Non-GAAP financial measures do not
have a standardized meaning prescribed by GAAP and are therefore
unlikely to be comparable to similar measures presented by other
companies, securities regulations require that Non-GAAP financial
measures are clearly defined, qualified and reconciled to their
nearest GAAP measure. These Non-GAAP measures are calculated and
disclosed on a consistent basis from period to period. Specific
adjusting items may only be relevant in certain periods. The intent
of Non-GAAP measures is to provide additional useful information
respecting Pembina's financial and
operational performance to investors and analysts and the measures
do not have any standardized meaning under IFRS. The measures
should not, therefore, be considered in isolation or used in
substitute for measures of performance prepared in accordance with
IFRS.
Other issuers may calculate these Non-GAAP measures
differently. Investors should be cautioned that these measures
should not be construed as alternatives to revenue, earnings, cash
flow from operating activities, gross profit or other measures of
financial results determined in accordance with GAAP as an
indicator of Pembina's
performance. For additional information regarding non-GAAP
measures, please refer to Pembina's financial reports, which are
available on SEDAR at www.sedar.com and
at www.pembina.com.
View original
content:http://www.prnewswire.com/news-releases/pembina-pipeline-corporation-announces-closing-of-transaction-provides-2020-guidance-and-business-update-300975511.html
SOURCE Pembina Pipeline Corporation