Good day, ladies and gentlemen, and welcome to the Pembina Pipeline Corporation conference call. At this time, all lines are in listen-only mode. If at any time during this call you require immediate assistance, please press star zero for the operator. This call is being recorded on Wednesday, December 13th, 2023. I would now like to turn the conference over to Cam Goldade, Senior Vice President and Chief Financial Officer. Please go ahead.
Thank you, and good afternoon, everyone. Welcome to the webcast, and thank you for joining us today. I'm Cameron Goldade, Pembina's Senior Vice President and Chief Financial Officer. I'm joined by Scott Burrows, Pembina's President and Chief Executive Officer, to discuss Pembina's acquisition of Enbridge's interest in the Alliance Pipeline and Aux Sable, which we announced this afternoon. This call is being webcast and will be available for replay on our website. Throughout this call, we will refer to an accompanying presentation, which is also available for download on our website. Please note, we will not be conducting a Q&A session on the call today.
Before we start, I would like to let you know that a final base shelf prospectus, dated December 13, 2023, containing important information regarding the securities described on the call, has been filed with the Securities Regulatory Authority in each of the provinces of Canada. We have also filed a preliminary U.S. prospectus supplement in Canada and with the U.S. Securities and Exchange Commission. Furthermore, I'd like to remind you that some of the comments made today may be forward-looking in nature and are based on Pembina's current expectations, estimates, judgments, projections, and risks. Further, some of the information provided refers to non-GAAP financial measures. To learn about these forward-looking statements and non-GAAP measures, please see the presentation slides as well as the press release announcing the transaction. Actual results could differ materially from the forward-looking statements we may express or imply today.
With that, I will turn things over to Scott to outline the transaction and the strategic highlights of the deal.
Thanks, Cam. Good afternoon, everyone, and thank you for joining us. We are pleased to have just announced the acquisition of Enbridge's interest in Alliance Pipeline and Aux Sable. Since we acquired our current interest in these assets back in 2017, we have seen proof of the important role they play in the North American energy industry and the advantages they bring to Pembina and its customers. Pembina's business is built around integrated, difficult-to-replicate assets that provide an enduring competitive advantage and unequaled market access for customers. Alliance and Aux Sable are world-class energy infrastructure assets, and consolidating our ownership in them will further strengthen our growing franchise.
As we announced, Pembina has entered into an agreement to acquire Enbridge's interest in Alliance, Aux Sable, and NRGreen, a small waste heat recovery business, for an aggregate purchase price of approximately $3.1 billion, which is subject to certain adjustments and includes $327 million of assumed debt, representing Enbridge's proportionate share of indebtedness of Alliance. The cash portion of this acquisition will be funded through the combination of net proceeds of an approximately $1.1 billion bought deal offering of subscription receipts and amounts drawn under Pembina's existing credit facilities and cash on hand. The acquisition is expected to close in the first half of 2024, subject to customary closing conditions, including the receipt of required regulatory approvals.
This acquisition ties directly to our strategic priorities to be resilient by sustaining and enhancing our business and to meet global demand by providing access for long-life resources from the Western Canadian Sedimentary Basin to premium end markets. In addition to the compelling strategic drivers associated with this transaction, which I will cover more fully momentarily, the financial merits are equally attractive. First, the purchase price implies an acquisition multiple of approximately 9x 2023 and 2024 forecasted Adjusted EBITDA, or approximately 8x 2023 and 2024 forecasted EBITDA, inclusive of $40 million-$65 million of annual synergies that we expect to be realized by 2025. Additional long-term synergy opportunities have been identified that would further reduce the transaction multiple.
Second, the acquisition is expected to deliver mid-single-digit accretion to adjusted cash flow from operating activities per share in the first full year of ownership. Additional long-term synergy opportunities have been identified that are expected to drive incremental accretion. Third, the acquisition is expected to be leverage-neutral, ensuring Pembina's continued financial flexibility to fund future projects and creates a stronger financial platform by adding significant incremental cash flow. Fourth, the acquisition is aligned within Pembina's financial guardrails, consistent with a strong triple-B credit rating, and the business profile remains unchanged, with 85%-90% fee-based contribution to Adjusted EBITDA, with a high degree of take-or-pay commitments. On a standalone basis, the acquired business is estimated to be 80%-90% fee-based. It is critically important to Pembina that any acquisition be strategically compelling in addition to making financial sense.
We expect this acquisition will be successful on both fronts. First, as existing owners of the assets, we see this as a logical and opportunistic consolidation of critical and highly differentiated North American energy infrastructure. It complements Pembina's strategy of providing world-class, long-life resource from the WCSB access to premium end markets. Alliance Pipeline has a strong track record of high reliability and high utilization and is unique within North America in its ability to transport liquids-rich natural gas while providing a cross-border conduit to high-demand U.S. markets. Further, given its existing ownership interest in the assets, current commercial management of Alliance and operatorship of Aux Sable, an estimated customer relationship, or an established customer relationships, and the simplification of our corporate reporting following the acquisition, Pembina is uniquely positioned to execute this transaction with minimal integration risk.
Second, the outlook for the acquired assets is backed by strong fundamentals within both Canada and the U.S. natural gas markets. I will touch more on that on the next slide. Third, the acquisition is expected to drive further resilient growth and increases Pembina's exposure to lighter hydrocarbons. Consistent with Pembina's well-established commitment to its financial guardrails, Alliance provides additional low risk, fee-based cash flows underpinned by long-term, predominantly take-or-pay contracts with high-quality counterparties. Further, the acquisition enhances Pembina's service offering for our customers and unlocks new growth opportunities. Finally, we are building a platform for the future. Increasing our ownership interest in Alliance and Aux Sable will expand Pembina's U.S. presence and is expected to provide opportunities to further establish the company's reputation and brand name in the robust U.S. NGL market.
Post-2030, we expect there will be an ability to grow our marketing portfolio by approximately 100,000 barrels per day, and we have identified incremental commercial integration opportunities that could further bolster Pembina's service offering. As well, the acquisition is expected to deliver between CAD 225 million-CAD 250 million of incremental, low-risk, predominantly fee-based cash flow from operating activities, with modest sustaining capital in support of continued strategic growth and maintaining Pembina's strong financial position. We have illustrated some of the most important developments impacting North American natural gas flows. The industry is in a period of dynamic transition in which the supply and demand factors support a favorable outlook for both Alliance and Aux Sable.
Growing WCSB natural gas production, most notably from the world-class Montney play, is expected to largely fill the approximately 2.8 Bcf per day of new Canadian West Coast LNG export capacity expected to come online over the next 5 years, while existing production volume will continue to be drawn south to U.S. markets. Limited WCSB intrabasin demand growth, alongside growing U.S. Bakken production, highlight the growing need for U.S.-destined natural gas transportation. As well, the liquids-rich nature of the Montney and Bakken natural gas align well with Alliance's strategic value within the North American natural gas market and its unique ability to transport liquids-rich natural gas at a premium to U.S. Midwest markets.
Finally, a significant expansion of U.S. Gulf Coast LNG export capacity is expected over the next five years, which we expect will create a significant demand pull from southern U.S. shale reserves, drawing away from U.S. Midwest supply. Alliance acts as a valuable and cost-effective conduit for Canadian natural gas to access this growing export market. At this point, I'd like to turn it back to Cam to provide more details on the assets and for some of the financial highlights of this transaction.
Thanks, Scott. This transaction continues our ongoing build-out of the Pembina story, bolstering our integrated value chain with enhanced capacity coming from increased ownership of key infrastructure. Additional exposure to liquids, liquids-rich gas field extraction, mainline extraction, and fractionation will continue to strengthen the Pembina franchise and provide immediate and longer-term opportunities for our marketing business. This slide summarizes some key facts about Alliance and Aux Sable. I won't go through each point here, but to quickly summarize, Alliance Pipeline has a track record of high reliability and high utilization. It is unique in its ability to transport liquids-rich gas, essentially making it two pipes in one. It delivers approximately 1.7 Bcf per day of gas, on average, from the WCSB and North Dakota to markets in the Chicago area. Aux Sable's signature asset is the fractionation complex at Channahon.
It is capable of processing 2.1 Bcf/d of natural gas and has the exclusive right to extract NGLs from the rich natural gas strip shipped on Alliance. It then has the capacity to fractionate up to 131,000 bpd of spec NGL products. Aux Sable also owns certain gas processing and pipeline infrastructure in the Bakken and in Canada, which contribute incremental fee-based and commodity revenues. On a 100% working interest basis, in 2023, we expect Alliance Pipeline and Aux Sable to generate approximately CAD 550 million and CAD 150 million of Adjusted EBITDA, respectively. Part of delivering value to shareholders is growing and diversifying the company while maintaining a consistent approach to risk. Pembina is committed to executing its strategy within its financial guardrails.
They are core to how Pembina manages and protects its business. This acquisition fits squarely within the guardrails. Namely, our financial platform is strengthened by adding significant long-term, fee-based, predominantly take-or-pay cash flows to Pembina's existing strong foundation. Our counterparty credit quality remains extremely strong and relatively unchanged, and we will maintain our already strong balance sheet and within leverage targets that reflect Pembina's diversified and primarily fee-based, high take-or-pay business. Importantly, the acquisition is leverage neutral, ensuring Pembina's continued financial flexibility to fund future growth projects that respond to growing demand. Scott touched on the expected synergies in his opening remarks, and I wanted to provide some context on how we are thinking about the near-term and longer-term opportunities we see by owning more of these assets. Near-term synergies associated with the transaction are expected to deliver mid-single-digit cash flow per share accretion on a percentage basis.
Within the first full year of operatorship on a run rate basis, pre-tax synergies are expected to average CAD 40 million-CAD 65 million annually. These are expected to come from operating efficiencies through single-entity ownership, as well as increased marketing opportunities. Beyond that, we are targeting further long-term synergies through higher capacity utilization coming from commercial and product optimization, including related to opportunities to grow the marketing portfolio. I will now turn things back to Scott to make some concluding remarks.
Thanks, Cam. In closing, I want to reiterate how excited we are about this acquisition. We believe that the strategic rationale and financial benefits we have outlined today are compelling for Pembina as well as for many of our stakeholders. We called Alliance a crown jewel asset when we bought Veresen, and we are very pleased to now own 100% of that asset. Likewise, Aux Sable is a premier NGL asset with proximal access to resilient markets. Together, Alliance and Aux Sable are world-class assets that provide a unique service within the North American energy industry, and their future prospects are backed by strong macro fundamentals. The acquisition is a rare opportunity to consolidate critical infrastructure at an attractive valuation with immediate cash flow accretion and significant synergy potential.
It also fits squarely within Pembina's financial guardrails while aligning with key tenets of our long-term strategy, including strengthening our existing franchise, and provides greater exposure to resilient end-use markets. This acquisition provides further momentum to a business which we believe is poised to deliver strong results. We expect that growth within the Western Canadian Sedimentary Basin will continue into 2024 and beyond, and Pembina is well-positioned to benefit from what it expects to be a transformational period in the Canadian energy industry. Given the scope and reach of our assets, highly economic expansion opportunities, existing long-term contracts and commercial agreements with premier Northeast British Columbia producers, we are uniquely positioned to capture new volumes and benefit from the expected growth in the WCSB.
Pembina will continue to invest in infrastructure to serve customers and enhance its integrated value chain, while also pursuing opportunities that align with our strategy to enhance access to global markets and better align its future with the transaction to a lower carbon economy. We believe that together with the acquisition of Alliance and Aux Sable, this will allow Pembina to build upon its low-risk business model and continue to deliver resilient and growing cash flows and deliver industry-leading returns to our shareholders. I'll wrap this up by saying thank you to Enbridge, who've been a great partner, since we've acquired these assets back in 2017. Thank you to everybody joining us on the call. Have a good day.
Ladies and gentlemen, this concludes your conference call for today. We thank you for participating and ask that you please disconnect your lines. Thank you.