CALGARY, AB, May 12, 2026 /CNW/ - Keyera Corp. (TSX: KEY) ("Keyera" or the "Company") today announced the closing of its previously announced acquisition of substantially all of Plains' Canadian natural gas liquids ("NGL") business (the "Transaction") for $5.3 billion including closing adjustments.

"This is a significant milestone for Keyera and marks the successful completion of a highly strategic transaction," said Dean Setoguchi, President and Chief Executive Officer. "The acquired assets are highly complementary to our existing platform and directly aligned with our strategy of strengthening and extending our integrated NGL value chain. The combined platform enhances connectivity across the basin and provides customers with improved access to markets, greater flexibility and increased reliability. We remain highly confident in the strategic merits of this transaction and our position that it strengthens competition and improves outcomes for customers."

Closing Details

• The Transaction closed in its entirety on May 12, 2026.
• The Transaction was funded through previously issued subscription receipts, cash on hand and previously issued debt financing.
• Upon closing, each outstanding subscription receipt was automatically converted, without additional consideration, into one Keyera common share in accordance with its terms.

Competition Tribunal Process

As previously disclosed, the Commissioner of Competition has filed an application with the Competition Tribunal in connection with the Transaction.

Keyera disagrees with the Commissioner's assertions and characterization of the Transaction and intends to respond through the Competition Tribunal process. The Company remains confident that the Transaction strengthens competition across the basin by creating a more efficient Canadian-based competitor with expanded connectivity and market access capabilities.

Under the Competition Tribunal process, Keyera has 45 days to file its response to the application, after which the Commissioner will have an opportunity to reply. The Competition Tribunal will then establish the schedule for the proceeding. While timelines may vary depending on the nature and complexity of the matter, proceedings before the Competition Tribunal can extend over a number of months.

Keyera remains confident in both the strength of its defense and the strategic and financial merits of the Transaction.

Strategic Merits

As originally announced on June 17, 2025, the Transaction materially expands Keyera's integrated NGL platform and strengthens its ability to deliver value to customers across the value chain.

The combined platform:

• Establishes Canadian ownership of critical energy infrastructure, reinforcing long-term energy security and enabling continued domestic investment and job creation
• Strengthens competition across the basin by advancing a more integrated and efficient NGL network, enhancing Canada's ability to compete in global energy markets
• Provides customers with improved access to key markets and greater flexibility in how their products are handled, transported and sold
• Increases alignment across gathering, fractionation, storage, transportation and marketing infrastructure, improving overall system reliability and efficiency

The Transaction is a natural extension of Keyera's strategy to strengthen and extend its integrated value chain, positioning the Company to better serve customers and support long-term growth across the basin.

Financial Merits

The Transaction is expected to deliver strong financial performance consistent with the framework outlined at announcement.

• Over $100 million of annual run-rate synergies are estimated to be realized within 12 months of closing
• The Transaction is expected to be mid-teens accretive to distributable cash flow per share once integration is complete and near-term synergies are fully realized
• Pro forma net debt to adjusted EBITDA is anticipated to return to the Company's long-term target range of 2.5x to 3.0x around the end of 2027, with continued deleveraging toward the lower end of the range over the medium term

These expectations remain consistent with the strategic rationale, financial framework and capital allocation priorities outlined at announcement and reflect Keyera's continued confidence in the value creation of the Transaction.

Integration Underway

Keyera has been actively preparing for integration since the Transaction was announced in June 2025. Following closing, the Company will begin integrating employees, systems and operations to capture operational efficiencies and realize identified synergies.

Subscription Receipts

The $5.3 billion purchase price for the Transaction, including closing adjustments, was funded, in part, from the net proceeds of Keyera's $2.07 billion bought deal offering of subscription receipts (the "Subscription Receipts"), which closed on June 20, 2025.

With the closing of the Transaction, each holder of Subscription Receipts will be entitled to receive, automatically and without payment of any additional consideration or further action on the part of the holder, one common share of Keyera (a "Common Share"). On March 31, 2026, Keyera made a cash payment per Subscription Receipt, to holders of Subscription Receipts of record as of March 15, 2026, of $0.54 (a "Dividend Equivalent Payment"), such amount being equal to the dividend per Common Share paid on such date to holders of Common Shares. No further Dividend Equivalent Payment will be paid or is payable to holders of Subscription Receipts in connection with closing of the Transaction.

Trading in the Subscription Receipts is expected to be halted, the transfer register maintained by the subscription receipt agent will be closed and the Subscription Receipts will be delisted from the Toronto Stock Exchange (the "TSX"), in each case, effective as of the close of trading today. The Common Shares to be issued pursuant to the terms of the Subscription Receipts are expected to commence trading on the TSX tomorrow.

About Keyera Corp.

Keyera Corp. (TSX: KEY) operates an integrated Canadian-based energy infrastructure business with extensive interconnected assets and depth of expertise in delivering energy solutions. Its predominantly fee-for-service based business consists of natural gas gathering and processing; natural gas liquids processing, transportation, storage, and marketing; isooctane production and sales; and an industry-leading condensate system in the Edmonton/Fort Saskatchewan area of Alberta. Keyera strives to provide high quality, value-added services to its customers across North America and is committed to conducting its business ethically, safely and in an environmentally and financially responsible manner.

Additional Information

For more information about Keyera Corp., please visit our website at www.keyera.com or contact:

Dan Cuthbertson, General Manager, Investor Relations
Tyler Monzingo, Senior Specialist Investor Relations

Email: ir@keyera.com
Telephone: 1-403-205-7670
Toll free: 1-888-699-4853

For media inquiries, please contact:
Amanda Condie, Manager, Corporate Communications
Email: media@keyera.com
Telephone: 1-855-797-0036

Forward-Looking Information

This press release contains certain statements that constitute "forward-looking information" within the meaning of applicable Canadian securities legislation (collectively, "forward-looking information"). Forward-looking information is typically identified by words such as "will", "anticipate", "continue", "expect", "intend", "are", "remain", "maintain" and similar words or expressions, including the negatives or variations thereof. All statements other than statements of historical fact contained in this document are forward-looking information, including, without limitation, statements regarding the Company's intent to respond to the Commissioner of Competition's application with the Competition Tribunal, expectations regarding the Competition Tribunal's processes and timelines, the Transaction's expected benefits, including the benefits from the combined platform and the expected financial performance thereof, expectations with respect to Keyera's integration of the NGL business following closing of the Transaction, the payment of further Dividend Equivalent Payment, the expected timing of the trading and delisting of the Subscription Receipts and the trading of the Common Shares following closing of the Transaction.

All forward-looking information reflects Keyera's beliefs and assumptions based on information available at the time the applicable forward-looking information is made and in light of Keyera's current expectations with respect to such things as the outlook for general economic trends, industry trends, commodity prices, the integrity, the reliability of Keyera's assets. All forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results, events, levels of activity and achievements to differ materially from those anticipated in the forward-looking information and other risks, uncertainties and other factors, many of which are beyond the control of Keyera. Further information about the factors affecting forward-looking information and management's assumptions and analysis thereof is available in Keyera's Management's Discussion and Analysis for the year ended December 31, 2025 and in Keyera's Annual Information Form available on Keyera's profile on SEDAR+ at www.sedarplus.ca. Management believes that its assumptions and expectations reflected in the forward-looking information contained herein are reasonable based on the information available on the date such information is provided and the process used to prepare the information. However, it cannot assure readers that these expectations will prove to be correct.

Readers are cautioned that the foregoing list of important factors is not exhaustive and they should not unduly rely on the forward-looking information included in this press release. Further, readers are cautioned that the forward-looking information contained herein is made as of the date of this press release. Unless required by law, Keyera does not intend and does not assume any obligation to update any forward-looking information. All forward-looking information contained in this press release is expressly qualified by this cautionary statement.

Non-GAAP and Other Financial Measures

This news release refers to certain financial and other measures that are not determined in accordance with Generally Accepted Accounting Principles ("GAAP") and as a result, may not be comparable to similar measures reported by other entities. These non-GAAP and other financial measures are intended to provide investors with supplemental information to assess the financial performance and strategic impact of the transaction.

Specifically, this news release references non-GAAP financial measures including adjusted EBITDA, distributable cash flow ("DCF") and DCF per share. These measures do not have standardized meanings under GAAP and should not be considered in isolation or as a substitute for performance measures reported under GAAP.

Management believes these measures facilitate the understanding of Keyera's operating results, financial position, and expected impact of the transaction, particularly in relation to cash flow stability, dividend sustainability, and long-term growth. Forward-looking metrics such as expected synergies, accretion to DCF per share and pro forma leverage are based on certain assumptions and estimates that are subject to change. These forward-looking measures should not be considered guidance or guarantees of future performance.

For additional information regarding the composition of these measures, including reconciliations to the most directly comparable GAAP measures where available, refer to Keyera's Management's Discussion and Analysis  for the most recently completed period, or the shelf prospectus supplement which is available on SEDAR+ at www.sedarplus.ca and on Keyera's website at www.keyera.com. Specifically, refer to the sections titled:

"Non-GAAP and Other Financial Measures"

"Segmented Results of Operations"

"EBITDA and Adjusted EBITDA"

"Dividends: Funds from Operations, Distributable Cash Flow and Payout Ratio"

SOURCE Keyera Corp.