Gibson Energy Extends Hardisty Platform with $400 Million Chauvin Infrastructure Acquisition, Conditionally Sanctions Hardisty Connection Project, Announces $200 Million Bought Deal Equity Offering and Announces Certain Preliminary Fourth Quarter 2025 Res

Executive Summary

• Gibson Energy entered a definitive agreement to acquire Teine Energy’s Chauvin Infrastructure Assets for cash consideration of $400 million, funded by a $200 million bought‑deal equity offering and existing credit facilities.
• The acquisition expands Gibson’s hardisty‑centric crude oil pipeline network, adds ~30,000 bpd capacity (with 50% growth potential), and is expected to generate mid‑single‑digit per‑share cash‑flow accretion in the first full year.
• Preliminary Q4 2025 results show record Infrastructure Adjusted EBITDA of ~$160 million and net income of ~$41 million; the transaction is projected to be leverage‑neutral with no change to Gibson’s investment‑grade credit metrics.

Key Details

• Transaction Highlights
• Extends Gibson’s strategic core position in Hardisty and Mannville Stack.

• 90% of revenue from take‑or‑pay or fee‑for‑service contracts; 50% under long‑term agreements with Teine Energy.

• Expected mid‑single‑digit distributable cash‑flow per‑share accretion in year 1.
• Fully financed, leverage‑neutral; net debt/EBITDA ratio unchanged post‑transaction.
• Asset Description
• ~75 km, 10‑in. crude gathering pipeline from Hardisty to eastern Alberta.
• Current effective capacity ≈30,000 bbl/d with expansion capability.
• Includes custom treating facility and truck terminal.
• Growth Projects Linked to Acquisition
• Conditionally sanctioned “Hardisty Connection Project” – direct tie‑in to Gibson core terminal; work to start after close.
• Additional expansion project adding 15,000 bbl/d (≈50% capacity increase); FID targeted by end‑2026.
• Financing Structure
• Bought‑deal equity offering: 7,591,000 common shares at $26.35 per share → gross proceeds ≈$200 million.
• Over‑allotment option for up to 569,325 additional shares (7.5% of the initial amount) at same price.
• Remaining purchase price funded from Gibson’s $1.0 billion revolving credit facility.
• Closing Timeline
• Equity offering expected to close ~Feb 17 2026 (subject to TSX approval and other conditions).
• Transaction closing anticipated in Q2 2026, subject to regulatory approvals (Competition Act, etc.).
• Preliminary Q4 2025 Financial Snapshot
• Infrastructure Adjusted EBITDA: ~$160 million (record).
• Marketing Adjusted EBITDA: ~$1 million.
• Consolidated Adjusted EBITDA: ~$145 million.
• Net income (pre‑tax) ≈$41 million for Q4 2025.
• FY 2025 net debt/adjusted EBITDA ≈3.9×; dividend payout ratio ≈84% (trailing twelve months).
• Advisors
• Underwriters: CIBC Capital Markets & Scotiabank (joint bookrunners).
• Financial advisor to Gibson: Scotiabank.
• Legal counsel: Norton Rose Fulbright Canada LLP (Gibson), Blake, Cassels & Graydon LLP (underwriters).

Notable Quotes

• “This acquisition advances the growth strategy outlined at our recent Investor Day,” said Curtis Philippon, President and CEO. “These assets are a strong strategic fit… we are well positioned in our objective of creating sustained value for shareholders and customers.”