Pembina Pipeline Corporation · TSX:PPL
Pembina Pipeline — Merger or Acquisition (December 2023)
21 slides from Pembina Pipeline's merger presentation, Dec 14, 2023
Slide 1: Accretive Consolidation of Alliance and Aux Sable
Exhibit 99.2 Accretive Consolidation of Alliance and Aux Sable Expanding Pembina's Premier Natural Gas and NGL Value Chain December 13, 2023 TSX: PPL; NYSE: PBA
Slide 2: Advisories
Advisories A final base shelf prospectus of Pembina Pipeline Corporation (“Pembina” or the “Company”) dated December 13, 2023 (the “final base shelf prospectus”) containing important information relating to the securities described in this presentation has been filed with the securities regulatory a
Slide 3: Advisories: Forward-looking Statements and Information (Continued)
Advisories Forward-looking Statements and Information (Continued) For additional information relating to the assumptions made, and the risks and uncertainties, which could impact the forward-looking statements herein and cause results to differ materially from those predicted, forecasted or projecte
Slide 4: Acquisition Summary
Acquisition Summary (1) • Pembina to purchase Enbridge’s 50% interest in the Alliance Pipeline and 42.7% interest in Aux Sable (2) (3) • Acquisition value of ~$3.1 billion , which includes the assumption of ~$327 million of debt › Funded through a combination of (i) the net proceeds of a ~$1.114 bil
Slide 5: Acquisition Highlights
Acquisition Highlights ~$225 – $250 Leverage million Neutral expected and consistent with incremental cash Pembina’s Financial Business profile flow from operating Guardrails On Strategy †(1) unchanged activities Increases Further ~85 – 90% exposure to high- Bolsters the fee-based quality, highly Im
Slide 6: Compelling Strategic Rationale
Compelling Strategic Rationale ✓ Critical and highly differentiated North American energy infrastructure • Highly reliable and highly utilized cross-border pipeline, unique ability to transport liquids-rich gas (“2 pipes in 1”) Opportunistic ✓ Pembina uniquely positioned, with existing operational k
Slide 7: Favorable Macro North American Natural Gas Dynamics
Favorable Macro North American Natural Gas Dynamics (1) Western Canadian Natural Gas Flows Projected Production / Capacity Expansions Over Next 5 Years Alliance has strategic value within the North WCSB American natural gas and liquids market Gas West Coast Station 2 LNG Export +2.0 • Supplies premi
Slide 8: The Pembina Store Natural Gas Value Chain
NGL The Pembina Store Natural Gas Value Chain + + Gas Consumers NGL (pre-FID LNG Export Terminal) Mainline Extraction Alliance rd 3 Party and Fractionation Pembina Gas Infrastructure Pipeline & Palermo Pipelines (Younger, Empress, Gathering, Processing, Conditioning Plant Aux Sable) Field Extraction
Slide 9: Premier Cross-Border Natural Gas and NGL Value Chain
Premier Cross-Border Natural Gas and NGL Value Chain Alliance Pipeline 3,849 km integrated Canadian & U.S. natural gas transmission Highly strategic pipeline, with 60 receipt points, delivering ~1.7 bcf/d of liquids-rich Overview cross border natural gas from the WCSB & North Dakota to markets in th
Slide 10: Acquisition Consistent With Financial Guardrails
Acquisition Consistent With Financial Guardrails Pro Forma Acquisition † 2024 Forecast Maintain target of 80% fee-based contribution to 1 ~85% - 90%* adjusted EBITDA Predominantly fee-based contracts Target <100% payout of fee-based distributable ~70% - 75% 2 cash flow Primarily Target 75% credit ex
Slide 11: De-Risked Acquisition Synergies to Unlock Value Creation
De-Risked Acquisition Synergies to Unlock Value Creation ~9x Adjusted EBITDA* ~8x multiple Adjusted EBITDA* <8x multiple Adjusted EBITDA* multiple Expected Annual Expected Annual Synergies Synergies of of >$100 million $40-$65 million †(1) 2023 and 2024 Forecast Illustrative 2023 and 2024 Longer-Ter
Slide 12: Pembina's Investment Highlights
Pembina’s Investment Highlights ✓ Alliance / Aux Sable acquisition is a rare opportunity to consolidate critical energy infrastructure at an attractive valuation with immediate cash flow accretion and significant synergy potential ✓ WCSB momentum enhancing utilization of Pembina’s assets and providi
Slide 13: Appendix
Appendix TSX: PPL; NYSE: PBA PEMBINNG
Slide 14: Asset Description
Asset Description Aux Sable Alliance Aux Sable Canada Alliance Canada • Includes Aux Sable Canada LP and Aux Sable Canada Ltd. • Includes Alliance Pipeline Limited Partnership, Alliance Canada Marketing Ltd. • Heartland Offgas Plant - 20 MMcf/d extraction plant located in Fort Saskatchewan, and Alli
Slide 15: Non-GAAP Measures
Non-GAAP and Other Financial Measures Throughout this presentation, Pembina has disclosed certain financial measures and ratios that are not specified, defined or determined in accordance with GAAP and which are not disclosed in Pembina's financial statements. Non-GAAP financial measures either excl
Slide 16: Non-GAAP Measures: Adjusted EBITDA
Non-GAAP and Other Financial Measures Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ( adjusted EBITDA ) and adjusted EBITDA per Common Share Year Ended ($ millions, except as noted) Notes Adjusted EBITDA is a non-GAAP financial measure and is calculated as earnings before n
Slide 17: Non-GAAP Measures: Adjusted EBITDA From Equity Accounted Investees
Non-GAAP and Other Financial Measures Adjusted EBITDA From Equity Accounted Investees In accordance with IFRS, Pembina's jointly controlled investments are accounted for using equity accounting. Under equity accounting, the assets and liabilities of the investment are presented net in a single line
Slide 18: Non-GAAP Measures: Acquisition Multiple
Non-GAAP and Other Financial Measures Acquisition Multiple This presentation refers to Acquisition multiples, which are non-GAAP ratios calculated by dividing the Acquisition purchase price by the adjusted EBITDA for the acquired assets. The presentation refers to these multiples inclusive and exclu
Slide 19: Non-GAAP Measures: Adjusted Cash Flow From Operating Activities
Non-GAAP and Other Financial Measures Adjusted Cash Flow From Operating Activities and Adjusted Cash Flow From Operating Activities per Year Ended ($ millions, except as noted) Notes Common Share December 31, 2022 Cash flow from operating activities 2,929 Adjusted cash flow from operating activities
Slide 20: Non-GAAP Measures: Fee-Based Contribution to Adjusted EBITDA
Non-GAAP and Other Financial Measures Fee-Based Contribution to Adjusted EBITDA Year Ended ($ millions, except as noted) Notes December 31, 2022 Fee-based contribution to adjusted EBITDA is a non-GAAP measure defined as the portion of Adjusted EBITDA (1) 3,746 adjusted EBITDA derived from the fee-ba
Slide 21: Non-GAAP Measures: Rating Agency FFO-to-Debt
Non-GAAP and Other Financial Measures Rating Agency FFO-to-Debt Year Ended ($ millions, except as noted) Notes December 31, 2022 Rating Agency FFO-to-Debt is a non-GAAP ratio defined and used by Pembina to Cash flow from operating activities 2,929 replicate one of the Company’s rating agency methodo
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