A Compelling Investment Opportunity
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 (~$150mm at 0.75
USD/CAD)(a)
Expect to close in late Q4 2019 or Q1 2020, subject to customary closing conditions (including KML shareholder) and applicable regulatory
approvals
Assuming the transaction closes at the end of 2019, the cash from the Cochin sale alone is expected to reduce KMI's Net Debt-to-Adjusted
EBITDA ratio to ~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 (~$210 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 combined value 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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