Keyera Corp. Announces Closing of its Previously Announced $2.3 Billion Senior Notes and $500 Million Hybrid Notes Offerings

Executive Summary

• Keyera Corp. closed its previously announced $2.3 billion senior unsecured notes offering and $500 million hybrid notes offering.
• Net proceeds will fund a major portion of the $5.15 billion cash consideration for the acquisition of Plains Midstream Canada ULC (PMC), with any remainder used for general corporate purposes.
• The acquisition is expected to close in Q1 2026; if not completed by 30 June 2026, the notes are subject to a special mandatory redemption at 101 % of principal plus accrued interest.

Key Details

• Senior Notes: $2.3 billion aggregate principal amount, senior unsecured, private placement.
• Hybrid Notes: $500 million aggregate principal amount, fixed‑to‑fixed rate subordinated notes.
• Offering Announcement Date: 15 Sept 2025; Offering Memoranda dated 12 Sept and 15 Sept 2025.
• Syndicate: Co‑led by RBC Capital Markets and CIBC Capital Markets; TD Securities as Joint Bookrunners.
• Use of Proceeds: Primarily to fund the cash portion of the acquisition of PMC (total cash consideration $5.15 billion, subject to adjustments); remaining balance for general corporate purposes.
• Acquisition Details: Purchase of substantially all of Plains’ Canadian NGL business and select U.S. assets; expected closing Q1 2026 pending regulatory approvals (Competition Act Canada, etc.).
• Redemption Clause: If acquisition not closed by 5:00 p.m. Calgary time on 30 June 2026 or terminated, notes become subject to mandatory redemption at 101 % of principal plus accrued interest.
• Consent Solicitation: Keyera will seek consent from holders of existing hybrid notes (Series 1 – 6.875 % Fixed‑to‑Floating, due 2079; Series 2 – 5.95 % Fixed‑to‑Fixed, due 2081) to amend indentures and allow exchange for new hybrid notes with substantially the same terms but without preferred‑share delivery provisions in bankruptcy events.
• Regulatory Notices: Offering made under Canadian private placement exemptions; not registered or offered in the United States.

Notable Quotes

(No direct quotes were provided in the release.)