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Veresen closes $1.4 bln buy of half stake in Ruby pipeline system

Veresen Inc (TSX: VSN) has wrapped up its previously announced acquisition of the 50 percent convertible preferred interest owned by Global Infrastructure Partners in the Ruby pipeline system for US$1.425 billion. Ruby is a natural gas transmission system delivering U.S. Rockies natural gas production to markets in the western United States. The U.S.-based Global Infrastructure bought its stake in the system in 2009. Headquartered in Calgary, Veresen owns and operates energy infrastructure assets across North America.

PRESS RELEASE

Veresen Announces Closing of US$1.425 Billion Acquisition of 50% Interest in the Ruby Pipeline

CALGARY, Nov. 6, 2014 /CNW/ – Veresen Inc. (“Veresen”) (TSX: VSN) is pleased to announce that it has closed its previously announced acquisition of the 50% convertible preferred interest owned by Global Infrastructure Partners in the Ruby pipeline system (“Ruby”) for US$1.425 billion.

Ruby is a newly-built, large-scale natural gas transmission system delivering U.S. Rockies natural gas production to markets in the western United States. The 680-mile pipeline has a current capacity of approximately 1.5 billion cubic feet per day (bcf/d), with expansion potential to 2.0 bcf/d through the addition of compression. Ruby originates at the Opal hub in Wyoming and extends to the Malin hub in Oregon. The Malin hub is the main interconnect to the proposed Pacific Connector Gas Pipeline (50% owned by Veresen), which would supply Veresen’s proposed Jordan Cove LNG terminal.

“Ruby is an excellent addition to our portfolio of assets and Ruby’s synergy to our proposed Jordan Cove LNG terminal offers tremendous upside potential,” said Don Althoff, Veresen’s President and Chief Executive Officer. “Veresen has been focused on identifying opportunities where we can leverage and create synergies with our existing footprint and the Ruby acquisition is consistent and aligned with this strategy.”

The purchase price for the Ruby acquisition was financed in part by the net proceeds from Veresen’s previously announced bought deal offering of 56,120,000 subscription receipts, which was completed on October 1, 2014. Concurrent with the closing of the Ruby acquisition, each subscription was automatically exchanged, without payment of additional consideration or further action, for one common share of Veresen. In addition, the holder of each subscription receipt is entitled to receive an amount equal to $0.0833 per subscription receipt, which amount represents the cash dividend per common share declared by Veresen on October 22, 2014 to shareholders of record at the close of business on October 31, 2014, less any applicable withholding taxes.

Trading of the subscription receipts on the Toronto Stock Exchange (the “TSX”) has been halted and will remain halted until the close of business today, at which time the subscription receipts will be delisted from the TSX. The common shares issued upon the exchange of the subscription receipts have commenced trading on the TSX.

The common shares issuable upon the exchange of subscription receipts have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and are offered, sold and delivered in the United States in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws.

About Veresen Inc.

Veresen is a publicly-traded dividend paying corporation based in Calgary, Alberta, that owns and operates energy infrastructure assets across North America. Veresen is engaged in three principal businesses: a pipeline transportation business comprised of interests in three pipeline systems, the Alliance Pipeline, the Ruby Pipeline and the Alberta Ethane Gathering System; a midstream business which includes ownership interests in a world-class natural gas liquids extraction facility near Chicago, the Hythe/Steeprock complex, and other natural gas and natural gas liquids processing energy infrastructure; and a power business with a portfolio of assets in Canada and the United States. Veresen is also actively developing a number of greenfield projects, including the Jordan Cove LNG terminal, a six million tonne per annum natural gas liquefaction facility proposed to be constructed in Coos Bay, Oregon, and the Pacific Connector Gas Pipeline. In the normal course of its business, Veresen regularly evaluates and pursues acquisition and development opportunities.

Veresen’s common shares, Series A preferred shares and Series C preferred shares are listed on the TSX under the symbols “VSN”, “VSN.PR.A” and “VSN.PR.C”, respectively. For further information, please visit www.vereseninc.com.

Forward-Looking Information

Certain information contained herein relating to, but not limited to, Veresen and its businesses, constitutes forward-looking information under applicable securities laws. All statements, other than statements of historical fact, which address activities, events or developments that Veresen expects or anticipates may or will occur in the future, are forward-looking information. Forward-looking information typically contains statements with words such as “will”, “may”, “estimate”, “anticipate”, “believe”, “expect”, “potential”, “plan”, “intend”, “target”, “project”, “forecast” or similar words suggesting future outcomes or outlook. Forward-looking statements in this news release include, but are not limited to, statements with respect to the upside potential of Ruby. Additional information on risks, uncertainties and factors that could affect the foregoing forward-looking information and/or Veresen’s operations or financial results is included in its filings with the securities commissions or similar authorities in each of the provinces of Canada, as may be updated from time to time. Readers are also cautioned that such additional information is not exhaustive. The impact of any one risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as these factors are independent and management’s future course of action would depend on its assessment of all information at that time. Although Veresen believes that the expectations conveyed by the forward-looking information are reasonable based on information available on the date of preparation, no assurances can be given as to future results, levels of activity and achievements. Undue reliance should not be placed on the information contained herein, as actual results achieved will vary from the information provided herein and the variations may be material. Veresen makes no representation that actual results achieved will be the same in whole or in part as those set out in the forward-looking information. Furthermore, the forward-looking statements contained herein are made as of the date hereof, and Veresen does not undertake any obligation to update publicly or to revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable laws. Any forward-looking information contained herein is expressly qualified by this cautionary statement.

All dollar amounts contained in this news release are in Canadian dollars unless otherwise specified.

SOURCE Veresen Inc.
For further information:
Dorreen Miller, Director, Investor Relations
Phone: (403) 296-0140 or (403) 213-3633 (Investor Relations)
Email: investor-relations@vereseninc.com

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