Norton Rose Fulbright, McCarthy Tétrault advising Keyera; Bennett Jones acting for Plains
Keyera Corp. has entered into a definitive agreement to acquire substantially all of Plains Midstream Canada’s natural gas liquids (NGL) business for total cash consideration of $5.15 billion. The deal marks one of Canada's largest energy infrastructure acquisitions in recent years and significantly enhances Keyera’s midstream footprint across the country.
Norton Rose Fulbright Canada LLP and McCarthy Tétrault LLP serve as legal counsel to Keyera. RBC Capital Markets is the lead financial advisor and bookrunner on acquisition financing, while Jefferies also provides financial advisory services.
Bennett Jones is representing Plains as Canadian legal counsel with a team led by John Mercury (M&A) and Pat Maguire and included John Lawless, Ashley White, Julia Pasieka, Flutra Kacuri, and David Wainer (Corporate and M&A); David Price and Allyson Marta (Employment/Benefits); Zee Derwa and Kolding Larson (Competition); Sean Assié and Logan Lazurko (Regulatory); Greg Johnson (Tax); and Denise Bright (Financial Services).
Keyera has obtained fully committed financing to fund the entire $5.15 billion purchase price through an acquisition credit facility with the Royal Bank of Canada and a syndicate of other lenders, as well as a $1.8 billion bought deal equity offering of subscription receipts.
The acquisition includes a comprehensive network of infrastructure assets across Alberta, Saskatchewan, Manitoba, and Ontario. These assets comprise approximately 193,000 barrels per day of fractionation capacity, 23 million barrels of storage, more than 1,500 miles of pipeline infrastructure, and straddle gas processing capacity of 5.7 Bcf/d at the Empress facility. The transaction also includes multiple truck and rail terminals, enhancing logistics reach across North America.
The purchase price implies a valuation of approximately 7.8x 2025 expected adjusted EBITDA or 6.8x including near-term synergies. Keyera expects the transaction to deliver mid-teens accretion to distributable cash flow per share in its first full year.
Post-transaction, Keyera’s enterprise value is expected to rise to approximately $19 billion, with 70 percent of realized margin supported by fee-for-service revenues, including 45 percent under take-or-pay contracts. The company expects approximately $100 million in annual run-rate synergies from corporate and operational efficiencies.
Upon deal completion, Plains will divest its Canadian NGL business but retain substantially all NGL assets in the United States and all crude oil assets in Canada.
“This is a highly strategic acquisition that strengthens our core business and accelerates our growth trajectory,” said Keyera CEO and president Dean Setoguchi. “The assets we are acquiring are high-quality, synergistic, and strongly aligned with our operational footprint and expertise. This transaction enhances our ability to serve customers, capture meaningful operational efficiencies, and deliver sustainable long-term value for shareholders, while also helping to reinforce Canada's position as a global energy leader.”
Keyera’s board of directors has unanimously approved the deal. It is expected to close in the first quarter of 2026, subject to regulatory approvals under the Competition Act (Canada) and customary closing conditions.
