Kinder Morgan, Inc. (KMI) has agreed to sell the U.S. portion of the Cochin Pipeline to Pembina Pipeline Corporation (PBA) (Pembina) for $1.546 billion, approximately 13 times 2019 expected EBITDA. Also, Kinder Morgan Canada Limited (TSX: KML) announced that it reached an agreement with Pembina under which Pembina has agreed to acquire all the outstanding common equity of KML (which includes KMI’s 70 percent stake), subject to the terms of the arrangement agreement between KML and Pembina.
The closing of the two transactions are cross-conditioned upon each other. The parties expect to close the transactions late in the fourth quarter of 2019 or in the first quarter of 2020, subject to customary closing conditions, including KML shareholder and applicable regulatory approvals. KMI expects to use the proceeds to reduce debt to maintain its Net Debt-to-Adjusted EBITDA ratio of approximately 4.5 times and use the remaining proceeds to invest in attractive projects and/or to opportunistically repurchase KMI shares.
Initially, proceeds will be used to reduce Net Debt. With the cash proceeds from the sale of Cochin alone, and assuming the transaction were to close at the end of 2019, KMI would expect to end 2019 with a Net Debt-to-Adjusted EBITDA ratio of approximately 4.4 times, improved from the approximately 4.6 times year-end projection announced in the second quarter 2019 earnings release.
KMI will receive .3068 shares of Pembina for each KMI held share in KML. This exchange ratio results in KMI receiving approximately 25 million shares of Pembina stock for KMI’s 70 percent interest in KML, which equates to slightly less than 5 percent of Pembina’s common equity. KMI views Pembina as a leading infrastructure services provider to the North American energy industry.
Pembina has an integrated asset base serving multiple energy commodities. While KMI expects to ultimately convert these shares into cash, the company plans to do so in an opportunistic and non-disruptive manner. Conversion of these shares to cash at yesterday’s closing price for Pembina of C$49.27 would yield pre-tax proceeds of approximately US$935 million. Based on that closing price, the total consideration to be received by KML common shareholders is valued at C$15.12 per KML share, which represents a 38 percent premium to yesterday’s KML closing price.
“This is an attractive transaction for KMI and KML stockholders,” said Chief Executive Officer Steve Kean. “It enables KMI to reduce leverage and gives us the flexibility to create additional value for shareholders through share buybacks, project investments, or both.”
The U.S. portion of the Cochin Pipeline is regulated by the Federal Energy Regulatory Commission and extends from the Kinder Morgan station near Riga, Michigan to the International Boundary near Maxbass, North Dakota.
Bracewell LLP is acting as legal advisor to KMI with respect to the transactions.
