KMI: 2020 Guidance - Published Budget
Overview of Pembina Acquisition of KML and U.S. Cochin
Attractive transaction for all stakeholders
KMI to sell U.S. Cochin for $1.546 billion cash
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Represents ~13x expected 2019 Adjusted EBITDA
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Tax gain expected to be fully offset with NOL
KINDER MORGAN
Pembina to acquire all of Kinder Morgan Canada (TSX: KML) in exchange for Pembina shares (TSX: PPL, NYSE: PBA)
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Each KML common share to be exchanged for 0.3068 Pembina shares
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KML's preferred equity to be assumed by Pembina
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KMI to receive approximately 25 million Pembina shares for its 70% stake in KML (~$935 million on 8/20/2019)
Represents <5% stake in Pembina
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KMI expected to pay Canadian withholding taxes upon receipt of Pembina shares and Canadian capital gains taxes upon eventual sale (combined ~$150mm at
0.75 USD/CAD)(a)
Expect to close in December 2019, subject to customary closing conditions (including KML shareholder approval)
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Pembina's acquisitions of U.S. Cochin and KML are cross-conditioned upon each other
Assuming the transaction closes in December 2019, KMI's expected year-end 2019 Net Debt-to-Adjusted EBITDA ratio will be ~4.4x from
previously forecasted ~4.6x
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Initially, proceeds will be used to reduce debt; additionally, Net Debt will benefit by the removal of 50% of KML's preferred equity (~$215 million)
Plan to maintain long-term leverage target of approximately 4.5x
Remaining funds to be used opportunistically to invest in attractive projects and/or repurchase KMI shares
Roughly $260 million impact to KMI 2020 Adjusted EBITDA from transaction
38% premium to KML shareholders and pre-tax proceeds to KMI of ~$2.5 billion (a)
Note: All amounts in U.S. dollars.
a) Based on 8/20/2019 closing prices. Value to KMI excludes benefit of preferred equity being assumed by Pembina.
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