- Pembina Pipeline Corporation (TSX: PPL; NYSE: PBA) has initiated a consent and proxy solicitation for its 4.80% Fixed-to-Fixed Rate Subordinated Notes, Series 1.
- The company seeks approval for amendments allowing exchange rights to Series 3 Notes.
- A meeting is scheduled for July 28, 2025, if sufficient consents are not obtained by July 22, 2025.
Pembina Pipeline Corporation, a major energy transportation and midstream service provider, has announced the commencement of a consent and proxy solicitation process regarding its 4.80% Fixed-to-Fixed Rate Subordinated Notes, Series 1, due January 25, 2081. Holders of these notes, referred to as Series 1 Noteholders, are encouraged to participate in the solicitation to approve proposed amendments to the indenture dated January 25, 2021, governing these notes.
The proposed amendments aim to introduce an exchange right, which allows noteholders to swap their Series 1 Notes for an equal principal amount of new Series 3 subordinated notes. Additionally, an automatic exchange provision is included, which would convert remaining Series 1 Notes to Series 3 Notes if two-thirds of noteholders opt for the exchange.
If Pembina fails to secure the necessary consent by July 22, 2025, the company plans to hold a meeting on July 28, 2025, at the offices of Blake, Cassels & Graydon LLP in Calgary. At this meeting, noteholders will have another opportunity to vote on the amendments. The Series 3 Notes, aligned with Pembina's existing financial obligations, offer similar terms but do not include provisions for delivering preferred shares during bankruptcy events.
The solicitation process mandates a two-thirds majority either through written consent or a vote during the meeting to implement the amendments. The modifications are anticipated to align Series 3 Noteholders with holders of Pembina's other subordinated securities, ensuring equitable payment rights.
Pembina, with its extensive asset network in North America, continues to seek pathways for providing safe and reliable energy solutions while also advancing its strategic financial objectives. More detailed information about the solicitation process and amendments can be found in the Consent and Proxy Solicitation Statement available on SEDAR+. Noteholders are urged to review this document thoroughly to understand the implications of the proposed amendments.
