Keyera closes note offerings

Executive Summary

• Keyera Corp. closed a $2.3 billion senior unsecured notes offering and a $500 million fixed‑to‑fixed‑rate subordinated (“hybrid”) notes offering.
• Net proceeds will fund the cash portion of Keyera’s $5.15 billion acquisition of Plains Midstream Canada ULC (PMC) and any remaining balance will be used for general corporate purposes.
• The acquisition is expected to close in Q1 2026; if not closed by 5 p.m. Calgary time on June 30 2026, the notes become subject to a mandatory redemption at 101 % of principal plus accrued interest.

Key Details

• Notes Offering Closed:
• Senior unsecured notes – aggregate principal amount $2.3 billion.
• Fixed‑to‑fixed‑rate subordinated (hybrid) notes – aggregate principal amount $500 million.
• Offering Timeline: Announced September 15 2025; closing announced March 29 2026.
• Use of Proceeds:
• Finance a portion of the cash consideration for the acquisition of Plains Midstream Canada ULC (PMC).
• Remaining proceeds, if any, allocated to general corporate purposes.
• Acquisition Details – Plains Midstream Canada ULC:
• Purchase price: $5.15 billion cash (subject to adjustments).
• Assets acquired: substantially all of PMC’s Canadian NGL business and select U.S. assets; excludes certain crude‑oil assets and specific U.S. facilities (Bumstead, San Pedro, Shafter, Tampa).
• Expected closing: first quarter of 2026 pending regulatory approvals (Competition Act Canada, other reviews).
• Redemption Trigger: If acquisition not closed by June 30 2026, 5 p.m. Calgary time, or if the acquisition agreement is terminated, the notes will be mandatorily redeemed at 101 % of principal plus accrued interest.
• Syndicate & Placement: Co‑led by RBC Capital Markets and CIBC Capital Markets; joint bookrunner TD Securities; private placement under Canadian prospectus exemptions (preliminary memoranda dated Sept 12 2025, final memoranda dated Sept 15 2025).
• Consent Solicitation (Hybrid Notes):
• Keyera intends to seek consent from holders of existing 6.875 % fixed‑to‑floating and 5.95 % fixed‑to‑fixed hybrid notes to amend indentures, allowing exchange for new hybrid notes with identical economic terms but removing preferred‑share delivery provisions in bankruptcy events.
• Consent solicitation details will be provided in a proxy statement; Keyera reserves discretion to modify or withdraw the solicitation.

Notable Quotes

No direct quotes were included in the release.