Keyera Corp. Announces $2.3 Billion Senior Notes and $500 Million Hybrid Notes Offerings

Keyera Corp. Announces $2.3 Billion Senior Notes and $500 Million Hybrid Notes Offerings

/NOT FOR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS./

CALGARY, AB, Sept. 15, 2025 /CNW/ - Keyera Corp. (TSX: KEY) ("Keyera") announced today that it has agreed to issue $2.3 billion aggregate principal amount of senior unsecured notes (the "Senior Notes") and $500 million aggregate principal amount of fixed-to-fixed rate subordinated notes (the "Hybrid Notes" and together with the Senior Notes, the "Notes") consisting of:

• $500 million of 3.702% Senior Unsecured Notes due 2030,
• $600 million of 4.204% Senior Unsecured Notes due 2033,
• $500 million of 4.569% Senior Unsecured Notes due 2035,
• $700 million of 5.309% Senior Unsecured Notes due 2055, and
• $500 million of 6.000% Fixed-to-Fixed Rate Subordinated Notes, due 2055

The offering of the Notes (the "Offering") is expected to close on September 29, 2025.

The net proceeds from the issuance of the Notes, together with the proceeds from the previously-announced subscription receipt offering, will be used to fund a portion of the purchase price of Keyera's acquisition of Plains Midstream Canada ULC ("PMC"), as announced on June 17, 2025 (the "Acquisition") pursuant to a share purchase agreement between Keyera and Plains Midstream Luxembourg S.A.RL (the "Acquisition Agreement"). The remaining balance, if any, will be used for general corporate purposes. The Acquisition is of substantially all of Plains' Canadian natural gas liquids ("NGL") business, plus select United States assets, for total cash consideration of $5.15 billion, subject to adjustments. The Acquisition is expected to close in the first quarter of 2026, subject to satisfaction or waiver of customary closing conditions, including clearance under the Competition Act (Canada) and other applicable regulatory reviews.

If the closing of the Acquisition has not occurred on or prior to 5:00 p.m. (Calgary time) on June 30, 2026, or if, prior to such time, the Acquisition Agreement is terminated in accordance with its terms or Keyera issues a press release announcing, or notifies the trustee for the Notes, that it does not intend to proceed with the Acquisition, as further described in the terms of the Notes, the Notes will be subject to a special mandatory redemption at a price equal to 101 percent of the principal amount of the Notes, plus accrued and unpaid interest, if any, to the date of such special mandatory redemption.

The Notes are being offered through a syndicate of dealers co-led by RBC Capital Markets and CIBC Capital Markets, and also including TD Securities as Joint Bookrunners, on a private placement basis, in reliance upon exemptions from the prospectus requirements in each of the provinces of Canada and pursuant to Preliminary Offering Memoranda dated September 12, 2025 and Final Offering Memoranda to be dated on or about September 15, 2025 (collectively, the "Offering Memorandum").

Following the closing of the Offering, Keyera intends to commence a consent solicitation from holders of its 6.875% Fixed-to-Fixed Rate Subordinated Notes, Series 2019-A, due June 13, 2079 (the "Series 1 Notes") and its 5.95% Fixed-to-Fixed Rate Subordinated Notes, Series 2021-A, due March 10, 2081 (the "Series 2 Notes" and together with the Series 1 Notes, the "Existing Hybrid Notes") to amend the indentures governing the such notes to, among other things, provide for an exchange right to allow the holders of the Existing Hybrid Notes to exchange all outstanding principal amount of their Existing Hybrid Notes for an equal principal amount of a new series of hybrid notes  (the "New Hybrid Notes") having substantially the same terms, including interest rate, interest payment dates, interest reset dates, maturity date and redemption provisions as the Existing Hybrid Notes, as applicable, but excluding provisions of the Existing Hybrid Notes regarding delivery of preferred shares upon the occurrence of certain bankruptcy and related events. The removal of the provisions for delivery of preferred shares upon the occurrence of certain bankruptcy and related events from the Existing Hybrid Notes would ensure that the New Hybrid Notes rank equally in right of payment with the Existing Hybrid Notes upon the occurrence of such events. The terms of the consent solicitation and proposed amendments to the indentures governing the Existing Hybrid Notes will be described in a consent solicitation and proxy statement to be delivered to the registered holders of Existing Hybrid Notes. Keyera reserves the right not to commence the consent solicitation, or 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 Notes in any jurisdiction. The Notes being offered have not been approved or disapproved by any regulatory authority. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, United States persons.

About Keyera Corp.
Keyera Corp. (TSX:KEY) operates an integrated Canadian-based energy infrastructure business with extensive interconnected assets and depth of expertise in delivering energy solutions. Its predominantly fee-for-service based business consists of natural gas gathering and processing; natural gas liquids processing, transportation, storage and marketing; iso-octane production and sales; and an industry-leading condensate system in the Edmonton/Fort Saskatchewan area of Alberta. Keyera strives to provide high quality, value-added services to its customers across North America and is committed to conducting its business ethically, safely and in an environmentally and financially responsible manner.

About PMC
Based in Calgary, Alberta, PMC is a NGL midstream business engaged in several infrastructure and marketing activities including fractionation, transportation and storage by way of a connected network of NGL assets across Canada and the United States. PMC focuses its services on production from the Western Canadian Sedimentary Basin and subsequent transportation into eastern North America. PMC's business mix includes approximately 60% fee-for-service activities (including fractionation, storage, pipeline, processing (liquids extraction), rail loading and offloading and truck loading and offloading) and 40% non-fee-for-service activities (including fractionation spread and marketing of NGL products including ethane, propane, butane and condensate). Prior to the closing of the Acquisition, certain assets including specific crude oil assets and its Bumstead, San Pedro, Shafter, and Tampa facilities in the United States, as well as certain other assets, will be spun out and will not form part of the Acquisition.

Disclaimer
This news release contains forward-looking information pertaining to the Offering and the Acquisition, including the timing of closing of the Offering and the Acquisition, the expected use of proceeds from the Offering, details about the special mandatory redemption that may be applicable to the Notes, Keyera's intention to commence a consent solicitation to amend the indentures governing the Existing Hybrid Notes and the delivery of a consent solicitation and proxy statement in connection therewith. The forward-looking information herein are subject to risks, including risks associated with capital and debt markets, other risks as set forth in Keyera's Management's Discussion and Analysis for the year ended December 31, 2024 and the three and six months ended June 30, 2025, and in Keyera's Annual Information Form, all of which are available on Keyera's profile on SEDAR+ at www.sedarplus.ca. For example, closing of the Offering or the Acquisition may not occur or may be delayed if the conditions to closing are not satisfied or if the timeline to satisfy the conditions is not extended; the Notes, if issued, may be subject to the special mandatory redemption; and there could be failure to obtain necessary regulatory approvals for the Acquisition. Accordingly, there is risk that the Offering will not be completed within the anticipated time, on the terms proposed, or at all. For additional information on these and other factors, see Keyera's public filings on SEDAR+ atwww.sedarplus.ca. The forward-looking information in this news release are made as of the date hereof, and except as required by applicable securities law, Keyera undertakes no obligation to update publicly or revise such documents, whether as a result of new information, future events, or otherwise.   

Additional Information
For more information about Keyera Corp., please visit our website at www.keyera.com or contact:

Dan Cuthbertson, Director, Investor Relations
Tyler Monzingo, Senior Specialist, Investor Relations
Email: ir@keyera.com
Telephone: 1-403-205-7670
Toll free: 1-888-699-4853

SOURCE Keyera Corp.