Mr. Dan Cuthbertson reports
KEYERA CORP. ANNOUNCES COMMENCEMENT OF CONSENT SOLICITATION FOR OUTSTANDING HYBRID NOTES
Further to its press releases on Sept. 15, 2025, and Sept. 29, 2025, Keyera Corp. has commenced a solicitation of written consents (the consent solicitation) from holders as of Oct. 17, 2025 (being the record date for the consent solicitation), of its $600-million 6.875 per cent fixed-to-floating rate subordinated notes, Series 2019, due June 13, 2079 (the 2019 notes), and $350-million 5.950 per cent fixed-to-fixed rate subordinated notes, Series 2021, due March 10, 2081.
Purpose of the
consent solicitation
The purpose of the consent solicitation is to seek approval from the noteholders of certain proposed amendments to the respective indentures governing the notes. If approved, the proposed amendments would permit the exchange of all outstanding principal amount of the notes for an equal principal amount of new notes (the new notes) that will have the same economic terms as the notes (including interest rate, payment dates, maturity date and redemption provisions), except that the new notes will not include provisions requiring the automatic conversion into preferred shares upon certain bankruptcy and related events.
This change will align the terms of the 2019 notes and the 2021 notes with the company's most recently issued hybrid notes, ensuring all outstanding hybrid notes are treated consistently. Following the implementation of the proposed amendments, Morningstar DBRS is expected to treat the new notes on par with the company's other outstanding hybrid securities when determining their credit rating.
Overview of the
consent solicitation
Approval of the proposed amendments requires the written consent of holders of not less than 66.67 per cent of the aggregate outstanding principal amount of each series of notes. The deadline for submission of consents is 5 p.m. (Toronto time) on Oct. 31, 2025, unless extended, postponed, amended or terminated by the company.
The full terms of the consent solicitation, including the procedures for delivering consents, are set forth in the consent solicitation statement dated Oct. 20, 2025. Noteholders are strongly encouraged to read and carefully consider the information contained in the consent solicitation Statement.
Keyera reserves the right to terminate, withdraw, extend or modify the terms of the consent solicitation in its sole discretion.
Keyera has engaged RBC Dominion Securities Inc. to act as solicitation agent and Computershare Investor Services to act as tabulation agent in connection with the consent solicitation. Any questions or requests for the consent solicitation statement may be directed to the solicitation agent by phone at 416-842-6311 (local)/877-381-2099 (toll-free) or by e-mail at liability.management@rbccm.com.
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.
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