Pembina sale of KAPS Interest
Torys acted as counsel to Pembina Gas Infrastructure, a joint venture between KKR and Pembina Pipeline Corporation, in the disposition of its 50% non-operated interest in the US$1.6 billion Key Access Pipeline System (KAPS), a 560 km natural gas liquids (NGL) and condensate pipeline system that transports natural gas liquids between Western Canada's Montney and Duvernay fields in northwestern Alberta to a liquids processing and storage hub at Fort Saskatchewan.
On April 26, 2023, Pembina Gas Infrastructure Inc. ("PGI"), through a subsidiary, completed the previously announced sale of its 50% non-operated interest in the Key Access Pipeline System ("KAPS") for cash proceeds of US$662.5 million.
The KAPS system, which consists of an approximately 560 km dual pipeline system linking Montney and Duvernay production in Western Canada to fractionation and logistics assets in Fort Saskatchewan, including Keyera’s Fort Saskatchewan complex, is anchored by secure, long-term, take-or-pay revenues with a broad customer base that includes meaningful commitments from investment grade counterparties. The system also has the ability to expand to include additional pump stations in a cost-effective manner should the basin require additional capacity.
Under the terms of the agreement, announced December 12, 2022, PGI will continue to fund its share of project costs, under the current project scope, until the end of 2023.
PGI is owned 60% by Pembina Pipeline Corporation (“Pembina”) and 40% by KKR's global infrastructure funds.
Further information can be found on Canada Newswire’s website and businesswire.com.
Pembina Pipeline is a leading energy transportation and midstream service provider that has served North America's energy industry for more than 65 years. It owns an integrated network of hydrocarbon liquids and natural gas pipelines, gas gathering and processing facilities, oil and natural gas liquids infrastructure and logistics services, and a growing export terminals business.
KKR is a leading global investment firm that offers alternative asset management as well as capital markets and insurance solutions.
One of the largest infrastructure investors globally, its Global Infrastructure business oversees approximately US$50 billion in infrastructure assets globally (as of September 30, 2022), and has made over 65 infrastructure investments across a range of sub-sectors and geographies.
Stonepeak is a leading alternative investment firm specializing in infrastructure and real assets with approximately US$55.7 billion of assets under management.
The Torys team was led by Derek Flaman and included Amy Maginley, Peter Danner and Matt Bean (corporate/oil & gas), Omar Wakil and Ian Li (competition), Craig Maurice and Steve Marshall (tax).
Torys also acted on the following in connection with this project:
| Jurisdiction | Montney and Duvernay regions to Fort Saskatchewan |
| Province/State | Alberta |
| Country | Canada |
| Nature of Engagement | M&A |
| Client | Pembina Gas Infrastructure, a joint venture between KKR and Pembina Pipeline |
| Client Role | Seller |
| Value | $662,500,000 USD |