PPL.PR.M - Series 13 Prospectus – Pembina Pipeline Corporation Preferred

PPL.PR.M – Series 13 Prospectus – Pembina Pipeline Corporation Preferred

The following is a set of excerpts from the prospectus document for the Series 13 preferreds. The excerpts, highlight the most relevant information, an investor should know when analyzing this preferred. A link to the prospectus is provided lower in this page. The original document for PPL.PR.M – Series 13 Prospectus – Pembina Pipeline Corporation Preferred was used for the excerpts and the important information was highlighted for quick access.

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Excerpt: Size and initial yield

April 20, 2016 PEMBINA PIPELINE CORPORATION $250,000,000 10,000,000 Cumulative Redeemable Minimum Rate Reset Class A Preferred Shares, Series 13 Pembina Pipeline Corporation (the “Corporation” or “Pembina”) is hereby qualifying the distribution (the “Offering”) of 10,000,000 cumulative redeemable minimum rate reset Class A Preferred Shares, Series 13 (“Series 13 Shares”) of the Corporation at a price of $25.00 per Series 13 Share. See “Details of the Offering” and “Plan of Distribution”.
The holders of Series 13 Shares will be entitled to receive, as and when declared by the board of directors of the Corporation out of moneys of the Corporation properly applicable to the payment of dividends, fixed cumulative preferential cash dividends for the initial period (the “Initial Fixed Rate Period”) from and including the date of issue of the Series 13 Shares to but excluding June 1, 2021, at an annual rate of $1.4375 per share, payable quarterly on the 1st day of March, June, September and December in each year.
If any such date is not a business day, the dividend will be paid on the next succeeding business day. Assuming an issue date of April 27, 2016, the first dividend, if declared, will be payable September 1, 2016, in the amount of $0.5002 per share.

Excerpt: Reset Date and Yield Terms

For each five-year period after the Initial Fixed Rate Period (each a “Subsequent Fixed Rate Period”, as defined herein), the holders of Series 13 Shares shall be entitled to receive, as and when declared by the board of directors of the Corporation, fixed cumulative preferential cash dividends, payable quarterly on the 1st day of March, June, September and December in each year, in the amount per share determined by multiplying one-quarter of the Annual Fixed Dividend Rate (as defined herein) for such Subsequent Fixed Rate Period by $25.00.
The Annual Fixed Dividend Rate for the ensuing Subsequent Fixed Rate Period will be determined by the Corporation on the Fixed Rate Calculation Date (as defined herein) and will be equal to the sum of the Government of Canada Yield (as defined herein) on the Fixed Rate Calculation Date plus a spread of 4.96%, provided that, in any event, such rate shall not be less than 5.75%.
This spread will remain unchanged over the life of the Series 13 Shares. See “Details of the Offering”.

The Series 13 Shares shall not be redeemable prior to June 1, 2021. Subject to the provisions described under “Details of the Offering – Certain Provisions of Series 13 Shares – Restrictions on Payments and Reductions of Capital”, on June 1, 2021, and on June 1 in every fifth year thereafter, the Corporation may, at its option, upon not less than 30 days and not more than 60 days prior written notice, redeem for cash all or any part of the outstanding Series 13 Shares by the payment of $25.00 per Series 13 Share plus all accrued and unpaid dividends. See “Details of the Offering”.

Excerpt: Conversion Terms

Option to Convert into Series 14 Shares The holders of the Series 13 Shares will have the right to convert all or any of their shares into cumulative redeemable floating rate Class A Preferred Shares, Series 14 of the Corporation (the “Series 14 Shares”), subject to certain conditions, on June 1, 2021 and on June 1 in every fifth year thereafter. The holders of the Series 14 Shares will be entitled to receive, as and when declared by the board of directors of the Corporation, quarterly floating rate cumulative preferential cash dividends payable on the 1st day of March, June, September and December in each year (each such quarterly dividend period is referred to as a “Quarterly Floating Rate Period”, as defined herein) in the amount per share determined by multiplying the Floating Quarterly Dividend Rate (as defined herein) for such Quarterly Floating Rate Period by $25.00 and multiplying that product by a fraction, the numerator of which is the actual number of days in such Quarterly Floating Rate Period and the denominator of which is 365 or 366, depending upon the actual number of days in the applicable year. The Floating Quarterly Dividend Rate will be the annual rate of interest equal to the sum of the T-Bill Rate (as defined herein) on the applicable Floating Rate Calculation Date (as defined herein) plus a spread of 4.96%.

This spread will remain unchanged over the life of the Series 14 Shares. See “Details of the Offering”.

The Series 13 Shares and Series 14 Shares are series of shares in the same class. The conversion right entitles holders to elect periodically which of the two series they wish to hold and does not entitle holders to receive a different class or type of securities. Other than the different dividend rights and redemption rights attached thereto, the Series 13 Shares and Series 14 Shares are identical in all material respects. See “Risk Factors”.