Press Release
CALGARY, Alberta Pembina Pipeline Corporation (“Pembina” or the “Company”) (TSX: PPL; NYSE: PBA) is pleased to announce the completion of its previously announced solicitation of written consents and proxies (the “Solicitation”) from holders (the “Series 1 Noteholders”) of Pembina’s 4.80% Fixed-to-Fixed Rate Subordinated Notes, Series 1 due January 25, 2081 (the “Series 1 Notes”). The Solicitation received strong support and the Extraordinary Resolution (as defined below) was approved by Series 1 Noteholders.
As previously announced, pursuant to the Solicitation, the Series 1 Noteholders were asked to consider and, if deemed advisable, pass an extraordinary resolution (the “Extraordinary Resolution”) to approve certain proposed amendments (the “Proposed Amendments”) to the indenture dated January 25, 2021 (the “Series 1 Note Indenture”) between Pembina, as issuer, and Computershare Trust Company of Canada, as trustee (the “Trustee”), and to authorize Pembina, at its option, and the Trustee to enter into a supplemental indenture (the “Supplemental Indenture”), pursuant to which the Proposed Amendments will be implemented. The Proposed Amendments provide for, among other things, the exchange of all of the outstanding Series 1 Notes for an equal principal amount of 4.80% Fixed-to-Fixed Rate Subordinated Notes, Series 3 of the Company due January 25, 2081 (the “Series 3 Notes”).
The deadline for the submission of written consents by Series 1 Noteholders expired at 5:00 p.m. (Calgary time) on July 22, 2025 (the “Written Consent Deadline”). In order to pass, the Extraordinary Resolution required the written consent of the registered holders of not less than 66 2/3% of the aggregate principal amount of the outstanding Series 1 Notes. As at the Written Consent Deadline, Series 1 Noteholders representing in excess of 66 2/3% of the aggregate principal amount of outstanding Series 1 Notes consented to the Extraordinary Resolution. As a result, Pembina and the Trustee will promptly execute the Supplemental Indenture pursuant to which the Proposed Amendments will become effective and all of the outstanding Series 1 Notes will be exchanged for an equal principal amount of Series 3 Notes.
As a result of the Extraordinary Resolution being passed by written consent of the Series 1 Noteholders prior to the Written Consent Deadline, the meeting of the Series 1 Noteholders that was previously scheduled for 12:15 p.m. (Calgary time) on July 28, 2025 is cancelled.
The full text of the Extraordinary Resolution and additional details in respect of the Solicitation, the Proposed Amendments and the Series 3 Notes are more fully described in the consent and proxy solicitation statement of Pembina dated June 30, 2025 (the “Consent and Proxy Solicitation Statement”). A copy of the Consent and Proxy Solicitation Statement is available under the Company’s SEDAR+ profile at www.sedarplus.ca.
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.
Disclaimer
This news release does not constitute an offer to sell or the solicitation of an offer to buy the Series 1 Notes or any other securities in any jurisdiction. The Consent and Proxy Solicitation Statement does not constitute a solicitation of consents or proxies in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable securities laws. The Series 3 Notes have not been approved or disapproved by any regulatory authority. The Series 3 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 except in transactions exempt from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.
For further information:
Investor Relations
(403) 231-3156
1-855-880-7404
e-mail: investor-relations@pembina.com
www.pembina.com
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