Inter Pipeline recommends Brookfield’s C$8.6bn takeover bid

The board of Calgary-based Inter Pipeline, an oil and gas transportation business, has recommended its shareholders accept Brookfield Infrastructure Partners' proposed acquisition of the company.

The board of Calgary-based Inter Pipeline, an oil and gas transportation business, has recommended its shareholders accept Brookfield Infrastructure Partners’ proposed acquisition of the company. Brookfield recently revised its offer for Inter Pipeline to C$8.6 billion ($6.9 billion). The offer is supported by proxy advisors Glass Lewis and Institutional Shareholder Services.

PRESS RELEASE

Inter Pipeline Issues Notice of Change Recommending Brookfield Offer and Provides Update on Heartland Petrochemical Complex

CALGARY, AB, Aug. 3, 2021 /CNW/ – Inter Pipeline Ltd. (“Inter Pipeline” or the “Company”) (TSX: IPL) today announced that it is filing its second notice of change to its Directors’ Circular (the “Notice of Change”) concerning the recommendation of the Inter Pipeline Board of Directors (the “Board”) that shareholders accept the revised takeover offer filed on July 19, 2021 (the “Revised Brookfield Offer”) from an affiliate of Brookfield Infrastructure Partners L.P. (“Brookfield”).

Additionally, Inter Pipeline is providing an update on its Heartland Petrochemical Complex (“HPC”) related to additional contracting, expected start-up timing, capital costs, EBITDA guidance and the current state of commodity markets.

Notice of Change Details
Shareholders are advised to carefully read the Notice of Change, which provides the background and other details to the decision by the Inter Pipeline special committee of independent directors (the “Special Committee”) and the Board to recommend that shareholders TENDER their common shares to the Revised Brookfield Offer.

The Notice of Change is available on the Company’s website at www.interpipeline.com, and when filed will be available at www.sedar.com. The Notice of Change is also being mailed to all persons required to receive a copy under applicable securities laws.

Under the Revised Brookfield Offer, each Inter Pipeline shareholder has the ability to elect to receive, per Inter Pipeline share, $20.00 in cash or 0.25 of a Brookfield Infrastructure Corporation class A exchangeable subordinate voting share (“BIPC Share”), or, solely in the case of eligible Canadian Inter Pipeline shareholders seeking a rollover for tax purposes, 0.25 of an exchangeable security (each an “Exchangeable Unit”) to be issued by an indirect subsidiary of Brookfield (“Exchange LP”), subject to pro-ration in respect of the BIPC Shares and Exchangeable Units.

The Notice of Change provides no recommendation regarding the election between the cash offered or the Brookfield share consideration offered in the form of BIPC Shares or Exchangeable Units. Inter Pipeline shareholders should consider whether the BIPC Shares or the Exchangeable Units are a suitable investment considering their own circumstances and consult their own independent financial, tax and other professional advisors. Shareholders should also carefully review the Amended Brookfield Circular (as defined below).

Among other things, the Notice of Change describes the robust strategic review that preceded the Revised Brookfield Offer recommendation. Based on the results of the strategic review, the Revised Brookfield Offer is the best alternative currently available. The non-prorated $20.00 per share cash offer is approximately 21 percent higher than Brookfield’s original $16.50 per share prorated cash offer.

The Notice of Change also describes various attributes of the Revised Brookfield Offer, including the flexibility of the consideration offered, the expected speed to close and the tax-deferred roll over available for eligible Canadian shareholders.

For information as to the steps necessary to accept the Revised Brookfield Offer, shareholders should refer to Brookfield’s Offer to Purchase and Bid Circular originally dated February 22, 2021, as amended by notices of variation dated June 4, 2021, June 21, 2021, July 13, 2021, and July 19, 2021 (collectively, the “Amended Brookfield Circular”).

Inter Pipeline shareholders who have questions or require assistance in depositing their shares to the Revised Brookfield Offer should contact Brookfield’s Information Agent and Depositary, Laurel Hill Advisory Group, by telephone at 1-877-452-7184 (North American Toll-Free Number) or 416-304-0211 (outside North America) or by email at assistance@laurelhill.com. The Revised Brookfield Offer is open for acceptance until 5:00 p.m. (MT) on August 6, 2021.

Heartland Petrochemical Complex Update
HPC represents Inter Pipeline’s largest growth project and is expected to create a step change in cash flow generation once fully in-service. HPC, which is in the final stages of completion in Strathcona County, Alberta, will be an industry-leading petrochemical facility converting locally sourced, low-cost propane into high-value polypropylene. Polypropylene is an easily transported and fully recyclable plastic used in the manufacturing of an extensive range of essential finished products and consumer goods such as healthcare products, medical supplies, textiles and lightweight automotive components. Despite the prolonged impact of COVID-19, with Inter Pipeline’s strong adherence to rigorous health and safety procedures, HPC has exceeded a world-class 14 million work hours without a lost time incident on-site.

Since the April 22, 2021 HPC update, Inter Pipeline has successfully negotiated an eighth take-or-pay agreement for HPC’s production capacity. The new contract is with an investment grade, multinational integrated energy producer.

Inter Pipeline has now secured 68 percent of HPC’s production capacity under long-term take-or-pay agreements, which is very near our stated objective to contract a minimum 70 percent of capacity in advance of the facility becoming operational. Negotiations are continuing with several additional counterparties. These contracts are structured to include a stable return on capital payment to Inter Pipeline plus fixed and variable operating fees, with no exposure to commodity price fluctuations. The weighted average term of the executed contracts remains approximately nine years.

If no other contracts are secured, the remaining 32 percent of HPC production capacity would be tied to merchant sales of polypropylene production. Merchant sales are exposed to the spread between North American posted polypropylene and Edmonton propane prices. The current June 2021 spread is US$2,600 per tonne and is at a record high since the Cochin pipeline discontinued Alberta propane export service in 2014. The current spread is also approximately 80 percent higher than the average spread of US$1,450 per tonne over the same time period. The current strong pricing spread provides the opportunity for additional upside to Inter Pipeline should this pricing dynamic continue post HPC start-up and is indicative of the strong competitive positioning that HPC enjoys with its abundant, low-cost Canadian propane feedstock.

Inter Pipeline is planning a staggered start-up of HPC with the commencement of polypropylene facility operations expected early in the second quarter of 2022. The propane dehydrogenation facility (PDH), which is substantially mechanically complete, is expected to be operational several months later, with definitive timing subject to the completion of final commissioning plans later this year. The estimated cost of the complex is expected to be approximately $4.3 billion subject to any final cost adjustments related to the potential capitalization of certain additional PDH commissioning expenses and interest during construction for the commissioning period.

Due to the highly integrated nature of Inter Pipeline’s NGL operations, HPC can produce polypropylene before the start-up of the PDH plant utilizing polymer grade propylene (“PGP”) feedstock production from Inter Pipeline’s adjacent Redwater Olefinic Fractionator (“ROF”). A 600,000 barrel PGP storage cavern at ROF and pipeline connectivity between ROF and HPC provide the necessary infrastructure to support a stable supply of feedstock and operational flexibility.

Inter Pipeline continues to expect that 2023 will be the first full year of HPC’s polypropylene production and reconfirms its previous guidance of annual adjusted EBITDA between $400 to $450 million for that year. However, as the definitive timing for commissioning of the full complex has not yet been finalized, the Company considers it prudent to withdraw its 2022 financial guidance for HPC. The long-term average annual adjusted EBITDA for HPC remains approximately $450 million to $500 million, based on the seven-year historical average North American posted polypropylene to Edmonton propane price spread of approximately US$1,450 per tonne.

Advisors
Inter Pipeline has retained TD Securities Inc. and the Special Committee has retained J.P. Morgan Securities Canada Inc. as financial advisors. Burnet, Duckworth & Palmer LLP and Dentons Canada LLP are acting as legal advisors to Inter Pipeline and its Board of Directors. Kingsdale Advisors has been retained as Inter Pipeline’s strategic shareholder advisor.

About Inter Pipeline Ltd.
Inter Pipeline is a major petroleum transportation and natural gas liquids processing business based in Calgary, Alberta, Canada. Inter Pipeline owns and operates energy infrastructure assets in Western Canada and is building the Heartland Petrochemical Complex — North America’s first integrated propane dehydrogenation and polypropylene facility. Inter Pipeline is a member of the S&P/TSX 60 Index and its common shares trade on the Toronto Stock Exchange under the symbol IPL. www.interpipeline.comP