Pembina Pipeline Corporation Announces Successful Completion of Consent and Proxy Solicitation for Exchange of 4.80% Fixed-to-Fixed Rate Subordinated Notes, Series 1
Pembina Pipeline Corporation is pleased to announce the successful conclusion of its previously disclosed consent and proxy solicitation process (the “Solicitation”) related to its 4.80% Fixed-to-Fixed Rate Subordinated Notes, Series 1 due January 25, 2081 (the “Series 1 Notes”). This marks a significant milestone for Pembina as it moves forward with strategic amendments to the underlying indenture agreement associated with the Series 1 Notes.
The Solicitation received strong support from the holders of the Series 1 Notes (the “Series 1 Noteholders”), culminating in the approval of an extraordinary resolution (the “Extraordinary Resolution”) that will enable Pembina to implement a series of proposed amendments (the “Proposed Amendments”) to the original Series 1 Note Indenture. As a result of the successful outcome, the Company will proceed with executing a supplemental indenture (the “Supplemental Indenture”), leading to the exchange of all outstanding Series 1 Notes for new 4.80% Fixed-to-Fixed Rate Subordinated Notes, Series 3 due January 25, 2081 (the “Series 3 Notes”).
Overview of the Solicitation
The Solicitation process was launched as part of Pembina’s ongoing efforts to optimize its capital structure and to align the terms of its long-term subordinated debt instruments with current market expectations and internal financial planning. Pembina invited all registered Series 1 Noteholders to consider and provide written consent in support of the Extraordinary Resolution, which was designed to authorize the Proposed Amendments and facilitate the exchange of existing Series 1 Notes for the newly issued Series 3 Notes.
The indenture that governed the Series 1 Notes, dated January 25, 2021 (the “Series 1 Note Indenture”), was originally entered into by Pembina as issuer, and Computershare Trust Company of Canada, as trustee (the “Trustee”). The Proposed Amendments contemplated a restructuring of this indenture agreement to enable the issuance of the Series 3 Notes under revised terms and conditions, while maintaining the same coupon rate, maturity date, and principal amount for the newly exchanged notes.
Strong Noteholder Support
The deadline for receiving written consents from Series 1 Noteholders (the “Written Consent Deadline”) was set for 5:00 p.m. (Calgary time) on July 22, 2025. In order for the Extraordinary Resolution to pass, the written consent of holders representing not less than two-thirds (66 2/3%) of the aggregate principal amount of the outstanding Series 1 Notes was required.
As of the Written Consent Deadline, Pembina had successfully received affirmative consents from holders representing more than 66 2/3% of the aggregate principal amount of outstanding Series 1 Notes. This threshold enabled the Extraordinary Resolution to pass without the need to convene a physical or virtual meeting of Series 1 Noteholders.
Given the strong level of participation and approval received in advance of the consent deadline, Pembina confirmed that the previously scheduled meeting of Series 1 Noteholders—originally set for 12:15 p.m. (Calgary time) on July 28, 2025—has been formally canceled.
Execution of Supplemental Indenture and Exchange of Notes
With the Extraordinary Resolution duly approved, Pembina and the Trustee will now move forward with the execution of the Supplemental Indenture. This action will officially implement the Proposed Amendments and initiate the exchange process whereby all Series 1 Notes currently outstanding will be replaced, on a one-for-one basis, with an equal principal amount of Series 3 Notes.
The Series 3 Notes will carry forward key characteristics of the Series 1 Notes, including the same 4.80% fixed-to-fixed interest rate and the identical maturity date of January 25, 2081. The exchange is designed to be seamless for holders and will not alter the financial value or coupon income stream of the investment, while reflecting Pembina’s updated terms for long-dated subordinated instruments.
This transaction is part of Pembina’s broader liability management strategy, allowing the Company to proactively manage its debt maturity profile, improve financial flexibility, and position itself for long-term growth and resilience. Importantly, this action reinforces Pembina’s commitment to maintaining strong relationships with its investor base while advancing corporate finance initiatives that support long-term value creation.
Strategic Significance
By successfully completing this consent and proxy solicitation process, Pembina demonstrates its ability to execute complex financial transactions efficiently, with the backing of its debt investors. The exchange of Series 1 Notes for Series 3 Notes—effectively under the same coupon and maturity profile—simplifies the Company’s subordinated debt structure while incorporating updated indenture terms that may offer greater operational or financial flexibility going forward.
This outcome also affirms the confidence that Series 1 Noteholders have in Pembina’s financial stewardship and its proactive approach to capital management. The successful Solicitation is a positive development for Pembina’s credit profile and reflects well on the Company’s reputation in the Canadian and U.S. fixed-income markets.
Pembina Pipeline Corporation
Pembina Pipeline Corporation is a leading transportation and midstream service provider serving North America’s energy industry for nearly 70 years. The Company owns and operates an integrated system of pipelines that transport various hydrocarbon liquids and natural gas products produced in western Canada and serves growing markets in western Canada and the U.S.
In addition to transportation services, Pembina offers gas gathering, processing, fractionation, and storage services, as well as marketing and logistics solutions. Pembina’s integrated value chain enables the Company to generate stable and predictable cash flows while offering its customers reliable, flexible, and value-added services.
Pembina is committed to responsible operations, environmental stewardship, and community engagement as part of its long-term sustainability strategy. The Company is headquartered in Calgary, Alberta and its common shares are traded on the Toronto Stock Exchange under the symbol “PPL” and on the New York Stock Exchange under the symbol “PBA.”
This press release contains forward-looking statements and information (“forward-looking statements”) within the meaning of applicable securities laws. These statements are based on Pembina’s current expectations, estimates, and assumptions and involve known and unknown risks and uncertainties that could cause actual results to differ materially. Forward-looking statements include, but are not limited to, statements relating to the execution of the Supplemental Indenture, the exchange of the Series 1 Notes for Series 3 Notes, and the benefits of the Proposed Amendments.
Readers are cautioned not to place undue reliance on these forward-looking statements. Pembina undertakes no obligation to update or revise any forward-looking statement, except as required by applicable law.