09:25:24 EDT Tue 16 Sep 2025
Enter Symbol
or Name
USA
CA



Keyera Corp
Symbol KEY
Shares Issued 229,153,373
Close 2025-09-15 C$ 44.62
Market Cap C$ 10,224,823,503
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Keyera arranges note offerings

2025-09-16 00:28 ET - News Release

Mr. Dan Cuthbertson reports

KEYERA CORP. ANNOUNCES $2.3 BILLION SENIOR NOTES AND $500 MILLION HYBRID NOTES OFFERINGS

Keyera Corp. has agreed to issue $2.3-billion aggregate principal amount of senior unsecured notes and $500-million aggregate principal amount of fixed-to-fixed-rate subordinated notes, consisting of:

  • $500-million of 3.702 per cent senior unsecured notes due 2030;
  • $600-million of 4.204 per cent senior unsecured notes due 2033;
  • $500-million of 4.569 per cent senior unsecured notes due 2035;
  • $700-million of 5.309 per cent senior unsecured notes due 2055;
  • $500-million of 6.000 per cent fixed-to-fixed rate subordinated notes due 2055

The offering of the notes is expected to close on Sept. 29, 2025.

The net proceeds from the issuance of the notes, together with the proceeds from the previously announced subscription receipt offering, will be used to finance a portion of the purchase price of Keyera's acquisition of Plains Midstream Canada ULC (PMC), as announced on June 17, 2025, pursuant to a share purchase agreement between Keyera and Plains Midstream Luxembourg SARL. The remaining balance, if any, will be used for general corporate purposes. The acquisition is of substantially all of Plains' Canadian natural gas liquids (NGL) business, plus select United States assets, for total cash consideration of $5.15-billion, subject to adjustments. The acquisition is expected to close in the first quarter of 2026, subject to satisfaction or waiver of customary closing conditions, including clearance under the Competition Act (Canada) and other applicable regulatory reviews.

If the closing of the acquisition has not occurred on or prior to 5 p.m. Calgary time on June 30, 2026, or if, prior to such time, the acquisition agreement is terminated in accordance with its terms or Keyera issues a news release announcing, or notifies the trustee for the notes, that it does not intend to proceed with the acquisition, as further described in the terms of the notes, the notes will be subject to a special mandatory redemption at a price equal to 101 per cent of the principal amount of the notes, plus accrued and unpaid interest, if any, to the date of such special mandatory redemption.

The notes are being offered through a syndicate of dealers co-led by RBC Capital Markets and CIBC Capital Markets, and also including TD Securities as joint bookrunners, on a private placement basis, in reliance upon exemptions from the prospectus requirements in each of the provinces of Canada and pursuant to preliminary offering memoranda dated Sept. 12, 2025, and final offering memoranda to be dated on or about Sept. 15, 2025.

Following the closing of the offering, Keyera intends to commence a consent solicitation from holders of its 6.875 per cent fixed-to-fixed rate subordinated notes, Series 2019-A, due June 13, 2079, and its 5.95 per cent fixed-to-fixed rate subordinated notes, Series 2021-A, due March 10, 2081, to amend the indentures governing the such notes to, among other things, provide for an exchange right to allow the holders of the existing hybrid notes to exchange all outstanding principal amount of their existing hybrid notes for an equal principal amount of a new series of hybrid notes having substantially the same terms, including interest rate, interest payment dates, interest reset dates, maturity date and redemption provisions as the existing hybrid notes, as applicable, but excluding provisions of the existing hybrid notes regarding delivery of preferred shares upon the occurrence of certain bankruptcy and related events. The removal of the provisions for delivery of preferred shares upon the occurrence of certain bankruptcy and related events from the existing hybrid notes would ensure that the new hybrid notes rank equally in right of payment with the existing hybrid notes upon the occurrence of such events. The terms of the consent solicitation and proposed amendments to the indentures governing the existing hybrid notes will be described in a consent solicitation and proxy statement to be delivered to the registered holders of existing hybrid notes. Keyera reserves the right not to commence the consent solicitation, or terminate, withdraw, extend or modify the terms of the consent solicitation, in its sole discretion.

About Keyera Corp.

Keyera operates an integrated Canadian-based energy infrastructure business with extensive interconnected assets and depth of expertise in delivering energy solutions. Its predominantly fee-for-service-based business consists of natural gas gathering and processing; natural gas liquids processing, transportation, storage and marketing; iso-octane production and sales; and an industry-leading condensate system in the Edmonton/Fort Saskatchewan area of Alberta. Keyera strives to provide high-quality, value-added services to its customers across North America and is committed to conducting its business ethically, safely and in an environmentally and financially responsible manner.

About PMC

Based in Calgary, Alta., PMC is a NGL mid-stream business engaged in several infrastructure and marketing activities, including fractionation, transportation and storage by way of a connected network of NGL assets across Canada and the United States. PMC focuses its services on production from the Western Canadian sedimentary basin and subsequent transportation into Eastern North America. PMC's business mix includes approximately 60 per cent fee-for-service activities (including fractionation, storage, pipeline, processing (liquids extraction), rail loading and offloading, and truck loading and offloading) and 40 per cent non-fee-for-service activities (including fractionation spread and marketing of NGL products, including ethane, propane, butane and condensate). Prior to the closing of the acquisition, certain assets including specific crude oil assets and its Bumstead, San Pedro, Shafter and Tampa facilities in the United States, as well as certain other assets, will be spun out and will not form part of the acquisition.

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