Pembina Announces Offer to Purchase Series E and Series F 5.75% Convertible Debentures

    




 CALGARY, April 24, 2012 /CNW/ - Pembina Pipeline Corporation ("Pembina")    announced today that in connection with its  recently completed acquisition (the "Arrangement") of all of the  outstanding shares of Provident Energy Ltd. ("Provident"), Pembina is  making an offer to purchase for cash (the "Offer") its 5.75%  convertible unsecured subordinated debentures maturing on December 31,  2017 ("Series E Debentures")  , and its  5.75% convertible unsecured subordinated debentures maturing on  December 31, 2018 ("Series F Debentures"    and together with the Series E Debentures, the "Debentures") at a price  equal to 100% of their principal amounts plus accrued and unpaid  interest. Pembina assumed all covenants and obligations in respect of  the Debentures from Provident upon closing of the Arrangement on April  2, 2012. 

 Completion of the Arrangement constituted a change of control under the  terms of the trust indentures governing the Debentures and,  consequently, Pembina is required to make the Offer in accordance with  the terms of such trust indentures. 

 As of April 16, 2012 there was approximately $345 million combined  aggregate principal amount outstanding under the Debentures. 




     _________________________________________________________________
    |   5.75%   |             |Closing Price|              |Conversion|
    |Convertible|             |at April 16, |              |Price per |
    |Debentures |Maturity Date|   2012(1)   |Offer Price(1)| Share(2) |
    |___________|_____________|_____________|______________|__________|
    |PPL.DB.E   |Dec. 31, 2017|    $121.54  |     $100.00  |   $24.94 |
    |___________|_____________|_____________|______________|__________|
    |PPL.DB.F   |Dec. 31, 2018|    $109.70  |     $100.00  |   $29.53 |
    |___________|_____________|_____________|______________|__________|





 ((1)) Per $100 principal amount ((2)) The Debentures may be converted into common shares of Pembina at the  option of the holder of Debentures at the conversion price per share 

 The offer to purchase the Debentures will be delivered to the registered  holder of the Debentures and will remain open for acceptance until 5:00  p.m. (Calgary time) on May 31, 2012. As the Debentures are issued in  book-entry only form, beneficial holders of Debentures who wish to  accept the Offer must contact the investment dealer, stockbroker,  financial institution or other nominee through which they hold their  Debentures and instruct such nominee to accept the Offer on their  behalf. Beneficial holders should also confirm with such nominee any  deadlines by which the holder must provide acceptance instructions in  order for the nominee to cause the Offer to be accepted on the holder's  behalf before the expiry of the Offer on May 31, 2012. Notice of the  Offer along with Pembina's offer to purchase the Debentures will be  available on Pembina's SEDAR profile at www.sedar.com. 

 Holders of Debentures who deposit their Debentures to the Offer will  also receive accrued and unpaid interest on such tendered Debentures up  to, but excluding, the Offer expiration date of May 31, 2012, being the  date of acquisition of the Debentures by Pembina. Should a Debenture  holder elect not to accept the Offer, the Debentures will remain  outstanding and will continue to be governed by the terms of the trust  indentures. 

 In the event that 90% or more of the principal amount of the Series E  Debentures or 90% or more of the principal amount of the Series F  Debentures outstanding on the date of the Offer are tendered for  purchase by Pembina pursuant to the Offer, Pembina intends to redeem  all of the remaining outstanding Series E Debentures or Series F  Debentures, as the case may be, at the Offer price, immediately  following the expiration of the Offer. 

 The board of directors of Pembina has not made any recommendations with  respect to whether Debenture holders should tender their Debentures  under the Offer. Holders of Debentures are urged to carefully evaluate  all information in Pembina's offer to purchase, which will be available  on Pembina's SEDAR profile at www.sedar.com, and to consult their own investment, legal, tax and other professional  advisors and to make their own decisions whether to deposit their  Debentures in acceptance of the Offer. 

 Forward-Looking Statements and Information 

 This news release may contain certain forward-looking statements  concerning Pembina, as well as other expectations, plans, goals,  objectives, information or statements about future events, conditions,  results of operations or performance that may constitute  "forward-looking statements" or "forward-looking information" under  applicable securities legislation. Such statements or information  involve substantial known and unknown risks and uncertainties, certain  of which are beyond Pembina's control, including the impact of general  economic conditions in Canada and the United States, industry  conditions, changes in laws and regulations including the adoption of  new environmental laws and regulations and changes in how they are  interpreted and enforced, increased competition, the lack of  availability of qualified personnel or management, pipeline design and  construction, fluctuations in commodity prices, foreign exchange or  interest rates, stock market volatility and obtaining required  approvals of regulatory authorities. 

 Such forward-looking statements or information are based on a number of  assumptions which may prove to be incorrect. In addition to other  assumptions identified in this news release, assumptions have been made  regarding, among other things, commodity prices, operating conditions,  capital and other expenditures, and project development activities. 

 Although Pembina believes that the expectations reflected in such  forward-looking statements or information are reasonable, undue  reliance should not be placed on forward-looking statements because  Pembina can give no assurance that such expectations will prove to be  correct. Forward-looking statements or information are based on current  expectations, estimates and projections that involve a number of risks  and uncertainties which could cause actual results to differ materially  from those anticipated by Pembina and described in the forward-looking  statements or information. 

 The forward-looking statements or information contained in this news  release are made as of the date hereof and Pembina undertakes no  obligation to update publicly or revise any forward-looking statements  or information, whether as a result of new information, future events  or otherwise unless so required by applicable securities laws. The  forward-looking statements or information contained in this news  release are expressly qualified by this cautionary statement. 

 About Pembina  

 With nearly 60 years experience, Calgary-based Pembina Pipeline  Corporation is a responsible transportation and service provider to  North America's energy industry. Pembina owns and operates pipelines  that transport conventional and synthetic crude oil and natural gas  liquids produced in western Canada, offers a full spectrum of midstream  and marketing services and has a strong presence in the gas services  sector. Pembina also owns and manages a natural gas liquids  infrastructure and logistics business, with facilities strategically  located in western Canada and in the premium natural gas liquids  markets in eastern Canada and the U.S. Pembina provides monthly cash  dividends to its shareholders. Pembina's common shares and convertible  debentures are traded on the Toronto Stock Exchange under the symbols  PPL and PPL.DB.C, PPL.DB.E and PPL.DB.F respectively. Pembina's common  shares are traded on the New York Stock Exchange under the symbol PBA. 

 All dollar values are in Canadian dollars unless otherwise stated.  

Pembina Pipeline Corporation


CONTACT:  Investor RelationsAshley Nuell or Hayley Nelson(403) 231-75001-888-428-3222e-mail:  [e-mail] 


    

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