Keyera Corp. (TSX:KEY) agreed to acquire Plains Midstream Canada ULC from Plains All American Pipeline, L.P. (NasdaqGS:PAA) for CAD 5.2 billion on June 17, 2025. A cash consideration of CAD 5.15 billion will be paid by Keyera Corp. As part of consideration, CAD 5.15 billion is paid towards common equity of Plains Midstream Canada ULC. Keyera has obtained fully committed financing to fund the entire CAD 5.15 billion purchase price through an acquisition credit facility in place with the Royal Bank of Canada and a syndicate of other lenders, and a CAD 1.8 billion bought deal equity offering of subscription receipts, announced separately. The Offering is expected to fully address Keyera's planned discrete common equity issuance needs to finance this transaction. The remainder of the purchase price is expected to be funded through the issuance of debt securities and bank facilities of various tenors. To fund the transformational acquisition, Keyera with obtaining the requisite financing by way of: (i) a bought deal prospectus offering of subscription receipts for gross proceeds of CAD 2.07 billion; and (ii) CAD 3.35 billion of committed debt financing, consisting of a CAD 2.5-billion bridge facility, and a CAD 850-million term loan.

The transaction is subject to approval by regulatory board / committee, approval of offer by acquirer board and subject to antitrust regulations. The deal has been Unanimously approved by the board. The expected completion of the transaction is end of first quarter of 2026. The transaction is expected to be mid-teens accretive to DCF per share. As per the announcement dated March 30, 2026, the transaction is expected to be completed in May, 2026. As of May 5, 2026, Keyera has received a filing from the Competition Bureau in connection with the Transaction and is currently reviewing the materials. Keyera is aware that the Commissioner of Competition has filed an application with the Competition Tribunal in connection with the Transaction. The application does not prevent the closing of the Transaction. The Company disagrees with the Commissioner's assertions and characterization of the Transaction, and intends to respond to the application. Both Keyera and Plains remain fully committed to completing the Transaction in accordance with its terms, in May 2026.

RBC Capital Markets, LLC acted as financial advisor for Keyera Corp. Jefferies LLC acted as financial advisor for Keyera Corp. Kirk A. Litvenenko, Dion J. Legge, Jennifer Kennedy, Wayne Fedun, Troy Ungerman, Marcus Archer, Matthew Longstaff, Connor Kense, Sean Wallace, Lincoln Mitchell, Ryan Keays, Michael Bolitho, Jeff Landmann, Alan Harvie, Marlow Gereluk, Brad Hayden, Stephen Nattrass, Colleen Abel, Craig S. Vogelsang, Alex M. Niebruegge and Scott Burton, Hubert Lee of Norton Rose Fulbright Canada LLP and Norton Rose Fulbright US LLP acted as legal advisors to Keyera Corp. Jason Gudofsky, Debbie Salzberger and Gideon Kwinter of McCarthy Tétrault LLP acted as legal advisors for Keyera Corp. Caroline Kuehn, Doug Bland,Nettie Downs, Dave Oelman, Scott Rubinsky, Darren Tucker, Kara Kuritz,Ryan Carney, David Peck, Wendy Salinas, David D?Alessandro, Dario Mendoza, Becky Baker, Matt Dobbins, Caitlin Turner, Sarah Mitchell, Randall Johnston, Joyce Adetutu and Suzanne Clevenger of Vinson & Elkins acted as legal advisor to Plains All American Pipeline, L.P. John M. Mercury, Patrick T. Maguire KC, John Lawless, Ashley M. White, David M. Price, Allyson Marta, Zirjan (Zee) J. Derwa, Sean Assié, Greg M. Johnson and Denise D. Bright of Bennett Jones LLP acted as legal advisors to Plains.