PPL To Acquire KML Under Proposed Plan of Arrangement

Pembina Pipeline Corporation has announced:

that it has entered into agreements pursuant to which it will acquire Kinder Morgan Canada Limited (TSX: KML) (“Kinder Morgan Canada” or “KML”) (the “Corporate Acquisition”) and the U.S. portion of the Cochin Pipeline system (“Cochin US”) from Kinder Morgan, Inc. (“KMI”) (the “Cochin US Acquisition”) for a total purchase price of approximately $4.35 billion (the “Transaction”). The Transaction values Kinder Morgan Canada at approximately $2.3 billion, or $15.02 per share, based on an all-share exchange ratio of 0.3068 of a common share of Pembina per KML security and Pembina’s 30-day volume weighted average price on the date hereof; and Cochin US at approximately $2.05 billion for cash consideration.

Subject to closing of the Transaction, Pembina’s board of directors has also approved a $0.01 per common share, or approximately five percent, increase to its monthly common share dividend rate.

Through the Transaction, Pembina will acquire strategically located assets including the Cochin Pipeline System, the Edmonton storage and terminal business and Vancouver Wharves, a bulk storage and export/import business. Upon closing, the Transaction immediately provides Pembina with well-established business platforms and substantial opportunities for growth.

Under the terms of the arrangement agreement governing the Corporate Acquisition, Pembina will acquire all of the issued and outstanding restricted voting shares (the “Restricted Voting Shares”) and special voting shares (the “Special Voting Shares”) of Kinder Morgan Canada and all of the class B units (the “Class B Units”) of Kinder Morgan Canada Limited Partnership by way of a plan of arrangement under the Business Corporations Act (Alberta). Pembina is offering to acquire each of the outstanding Restricted Voting Shares and each Class B Unit in exchange for 0.3068 of a common share of Pembina, which represents a 32 percent premium, based on Pembina and Kinder Morgan Canada’s 30-day volume weighted average prices of $48.96 and $11.37, respectively, on the date hereof. The Corporate Acquisition is valued at approximately $2.3 billion including the assumption of Kinder Morgan Canada’s preferred shares and outstanding net debt.

The Corporate Acquisition is subject to approval of: (a) at least 66 2/3 percent of holders of Restricted Voting Shares and Special Voting Shares, voting together as a single class; and (b) a majority of holders of Restricted Voting Shares, in each case present in person or by proxy at a special meeting of the holders of Restricted Voting Shares and Special Voting Shares to be called to consider the Corporate Acquisition, approval of the Court of Queen’s Bench of Alberta, certain regulatory approvals in Canada, and other customary conditions.

KMI, who holds all of the Special Voting Shares (an approximate 70 percent of the voting rights of KML) and a corresponding 70 percent economic interest in Kinder Morgan Canada’s business and assets (by way of its ownership of all the Class B Units), has entered into a support agreement pursuant to which it has agreed to vote its Special Voting Shares in favor of the Corporate Acquisition. The Corporate Acquisition is also subject to clearance under the Competition Act (Canada) and the Canada Transportation Act.

The Corporate Acquisition is valued at approximately $2.3 billion including the assumption of Kinder Morgan Canada’s preferred shares and outstanding net debt. is the crucial phrase for preferred shareholders. There is no huge change in credit quality – KML was downgraded to Pfd-3 by DBRS in March, 2019, while PPL was confirmed at Pfd-3 in April, 2019. Meanwhile, S&P shows both KML and PPL at P-3(high).

The press release does not specify that preferred shareholders will be voting on this arrangement; I have checked with and been told:

The transaction requires 2 votes: (1) a favorable 66 2/3 vote by KML common shareholders in total (KMI will vote its shares in support of the transaction) and (2) a majority approval from holders of the restricted voting shares. So no, the pref holders will not be voting.

I confess I’m a little surprised by this. It may be because this is a plan of arrangement under the Business Corporations Act (Alberta) and we more often see a plan of arrangement under the Canada Business Corporations Act.

Following receipt of the eMail above, I received another one:

There will be a vote of preferred shareholders on whether or not they wish to convert the pref shares to PPL pref shares (under the same terms) if not they will remain as is (KML pref shares under the same terms).

Should you have any further question please reach out.


DBRS comments:

DBRS views the proposed Transaction as having a modestly positive impact on Pembina’s business risk profile,

Based on the current proposed financing plan, DBRS expects a modestly negative impact on Pembina’s credit metrics because of the issuance of incremental debt of approximately $2.05 billion for the Transaction. Although Pembina’s credit metrics are expected to weaken, the impact is modest and would not affect the current ratings. Pembina’s financial profile remained strong in 2018 and during the LTM 2019 with solid liquidity and strong credit metrics. For the LTM 2019, the cash flow-to-debt ratio was approximately 26%, EBIT interest coverage was approximately 6.65 times, and debt-to-capital (adjusted for the debt treatment of preferred shares) was under 40%. DBRS has done a pro forma assessment on the impact of the $2.05 billion acquisition debt on the three above-mentioned metrics and is satisfied that these metrics would still solidly support the BBB ratings.

Affected issues are KML.PR.A and KML.PR.C. Both issues were up smartly on the day; KML.PR.A up $0.68 to 22.35 (close/close) and KML.PR.C up $0.80 to 22.25 (close/close).

KML.PR.A is a FixedReset 5.25%+365M525 that commenced trading 2017-8-15 after being announced 2017-8-3. It is tracked by HIMIPref™ but relegated to the Scraps-FixedReset Discount subindex on credit concerns.

KML.PR.C is a FixedReset, 5.20%+351M520, that commenced trading 2017-12-15 after being announced 2017-12-6. It is tracked by HIMIPref™ but relegated to the Scraps-FixedReset Discount subindex on credit concerns.

Update, 2019-08-22: KML.PR.A & KML.PR.C On Review-Developing by DBRS until additional information becomes available with respect to Pembina’s intention for the Preferred Shares and the proposed capital structure at KMU post completion of the Acquisition.

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