Press Release
June 6, 2025
CALGARY, Alberta— Pembina Pipeline Corporation (“Pembina” or the “Company”) (TSX: PPL; NYSE: PBA) is pleased to announce that it has closed its previously announced offering of $200 million aggregate principal amount of 5.95% Fixed-to-Fixed Rate Subordinated Notes, Series 2 (the “Series 2 Notes”) due June 6, 2055 (the “Offering”).
Pembina intends to use the net proceeds of the Offering to fund the previously announced redemption of its outstanding Cumulative Redeemable Rate Reset Class A Preferred Shares, Series 19 (TSX: PPL.PR.S) (the “Series 19 Class A Preferred Shares”) and for general corporate purposes.
The Series 2 Notes were offered through a syndicate of underwriters, co-led by CIBC Capital Markets, BMO Capital Markets and Scotiabank, under Pembina’s short form base shelf prospectus dated December 13, 2023, as supplemented by a prospectus supplement dated June 2, 2025.
As previously announced, Pembina intends to commence a consent solicitation from holders of its $600 million aggregate principal amount of 4.80% Fixed-to-Fixed Rate Subordinated Notes, Series 1 due January 25, 2081 (the “Series 1 Notes”) to amend the indenture governing the Series 1 Notes to, among other things, provide for an exchange right to allow the holders of the Series 1 Notes to exchange all outstanding principal amount of their Series 1 Notes for an equal principal amount of a new series of notes (the “Series 3 Notes”) having substantially the same economic terms, including interest rate, interest payment dates, interest reset dates, maturity date and redemption provisions as the Series 1 Notes, but excluding provisions of the Series 1 Notes regarding the delivery of preferred shares upon the occurrence of certain bankruptcy and related events, together with an entitlement under the Series 3 Notes for payment of an amount equal to the interest accrued on the Series 1 Notes that are exchanged. The removal of the provisions for delivery of preferred shares upon the occurrence of certain bankruptcy and related events from the Series 3 Notes would ensure that the Series 3 Notes rank equally in right of payment with the Series 2 Notes upon the occurrence of such events. The terms of the consent solicitation and proposed amendments to the indenture governing the Series 1 Notes will be described in a consent solicitation statement to be delivered to the registered holders of Series 1 Notes. Pembina reserves the right not to commence the consent solicitation, or to terminate, withdraw, extend or modify the terms of the consent solicitation, in its sole discretion.
This news release does not constitute an offer to sell, or the solicitation of an offer to buy, the Series 2 Notes in any jurisdiction. The Series 2 Notes have not been approved or disapproved by any regulatory authority. The Series 2 Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any state securities law, and may not be offered or sold within the United States or to, or for the account or benefit of, United States persons.
About Pembina
Pembina Pipeline Corporation is a leading energy transportation and midstream service provider that has served North America’s energy industry for more than 70 years. Pembina owns an extensive network of strategically-located assets, including hydrocarbon liquids and natural gas pipelines, gas gathering and processing facilities, oil and natural gas liquids infrastructure and logistics services, and an export terminals business. Through our integrated value chain, we seek to provide safe and reliable energy solutions that connect producers and consumers across the world, support a more sustainable future and benefit our customers, investors, employees and communities. For more information, please visit www.pembina.com.
Purpose of Pembina: We deliver extraordinary energy solutions so the world can thrive.
Pembina is structured into three Divisions: Pipelines Division, Facilities Division and Marketing & New Ventures Division.
Pembina’s common shares trade on the Toronto and New York stock exchanges under PPL and PBA, respectively. For more information, visit www.pembina.com.
Investor Relations
(403) 231-3156
1-855-880-7404
e-mail: investor-relations@pembina.com
www.pembina.com
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