Pembina Pipeline Corporation: Series 7 Preferred Share Conversion Results

Pembina Pipeline Corporation (TSX: PPL; NYSE: PBA) recently announced the conversion results for its Cumulative Redeemable Rate Reset Class A Preferred Shares, Series 7 (Series 7 Shares). The outcome of the conversion process, which concluded on November 18, 2024, has significant implications for shareholders, the company's capital structure, and its future capital-raising efforts.

The conversion process allowed Series 7 Shareholders to convert their shares into Cumulative Redeemable Floating Rate Class A Preferred Shares, Series 8 of Pembina (Series 8 Shares) on a one-for-one basis. However, less than 1,000,000 Series 7 Shares were tendered for conversion, falling short of the required threshold. As a result, none of the Series 7 Shares were converted into Series 8 Shares.

The low conversion rate can be attributed to several factors. First, the Series 7 Shares offer a fixed dividend rate of 5.953% for the next five years, providing shareholders with a predictable income stream. In contrast, the Series 8 Shares offer a floating rate of 6.583% for the initial three-month period, which, while higher, may not have been appealing enough to compensate for the uncertainty of a floating rate. Additionally, the automatic conversion clause, which would have triggered full conversion if less than 1,000,000 Series 7 Shares remained, may have discouraged shareholders from converting, as it could have resulted in a forced conversion.

The conversion results will impact dividend payments to Series 7 and Series 8 shareholders. Series 7 shareholders will continue to receive quarterly fixed cumulative preferential cash dividends at an annual rate of 5.953% for the next five years. Series 8 Shares, which were not issued, would have paid quarterly floating rate dividends at an annual rate of 6.583% for the first three-month period. Thus, Series 7 shareholders maintain their dividend income, while Series 8 shareholders will not receive dividends as no shares were issued.

The conversion outcome has minimal impact on Pembina's capital structure and debt-to-equity ratio. As of 2024, less than 1,000,000 Series 7 Shares were converted into Series 8 Shares, with the majority of Series 7 Shares remaining outstanding. This minor conversion does not significantly alter Pembina's equity base, keeping its debt-to-equity ratio relatively unchanged.



The conversion outcome may have implications for Pembina's future capital-raising efforts. The low conversion rate suggests that investors are content with the existing fixed-rate Series 7 Shares, potentially making it challenging for Pembina to issue new preferred shares with a higher dividend rate. However, it also indicates that investors are not rushing to convert to floating-rate Series 8 Shares, which could signal a preference for stability over potential fluctuations in dividend rates. This preference may influence Pembina's future capital-raising strategies, as they may need to offer more attractive terms to entice investors.

In conclusion, the conversion results of Pembina Pipeline Corporation's Series 7 Preferred Shares highlight the importance of dividend rates and terms in shareholders' decision-making processes. The low conversion rate demonstrates investors' preference for the fixed dividend rate of Series 7 Shares, while the automatic conversion clause may have discouraged conversions. The outcome has minimal impact on Pembina's capital structure but may influence its future capital-raising efforts. As Pembina continues to navigate the energy sector, understanding the preferences and behaviors of its shareholders will be crucial for its long-term success.