WHISTLER PIPELINE AND ENBRIDGE AGREE TO STRATEGIC COMBINATION OF WHISTLER AND RIO BRAVO NATURAL GAS ASSETS

News provided by

Mar 26, 2024, 07:00 ET

AUSTIN, Texas, March 26, 2024 /PRNewswire/ -- WhiteWater, I Squared, MPLX LP (NYSE: MPLX), and Enbridge Inc. (TSX: ENB) (NYSE: ENB) jointly announce they have entered into a definitive agreement to strategically combine the Whistler Pipeline and Rio Bravo Pipeline project in a newly formed joint venture.

Enbridge will contribute its wholly-owned Rio Bravo Pipeline project and cash in exchange for an ownership stake in the newly formed joint venture. Following the closing of the transaction, the ownership in the joint venture will be WhiteWater/I Squared (50.6%), MPLX (30.4%), and Enbridge (19.0%). Enbridge will retain a 25% economic interest in the Rio Bravo Pipeline project as part of its investment (subject to certain redemption rights of the joint venture partners). WhiteWater will continue to operate the joint venture's assets, including the Rio Bravo Pipeline project.

The combined platform will provide significant benefits to the joint venture's customers by connecting Permian supply to incremental LNG export markets via Rio Bravo's connectivity with NextDecade's Rio Grande LNG facility. Additionally, the creation of this platform is anticipated to support the development of incremental pipeline projects connecting Permian supply to export markets along the Gulf Coast.

The transaction is expected to close in the second quarter of 2024 after receipt of required regulatory approvals and satisfaction of other customary closing conditions.

"This strategic transaction is a win for WhiteWater/I Squared and MPLX. It extends the average contract tenor, brings us closer to an important strategic partner in Enbridge and positions us well for future development opportunities supporting Gulf Coast LNG. WhiteWater is excited to add Enbridge as a partner and NextDecade's Rio Grande LNG as a customer. Together we will continue to grow our Texas pipeline network," said Christer Rundlof, Chief Executive Officer of WhiteWater.

"This transaction is a continuation of MPLX's wellhead-to-water growth strategy, enhancing our natural gas value chain in the Permian basin and South Texas. The strategic combination of these assets position the Whistler Pipeline system for future capacity expansions to meet increasing demand for natural gas supply to Gulf Coast LNG facilities," said Dave Heppner, Senior Vice President of MPLX.

"We are excited to join WhiteWater/I Squared and MPLX in a joint venture to connect sustainable Permian natural gas production to export markets as part of our USGC strategy. Acquiring a meaningful equity interest in an integrated natural gas pipeline and storage network that is directly connected to our existing infrastructure provides customers, like NextDecade, with valuable last mile connectivity and unlocks future growth opportunities," said Cynthia Hansen, EVP and President, Gas Transmission and Midstream of Enbridge.

"The combination of Whistler Pipeline and Rio Bravo Pipeline assets confirms the importance of our Rio Grande LNG project as a major market for associated gas from the Permian Basin," said Matt Schatzman, NextDecade Chairman and Chief Executive Officer. "We are excited to have WhiteWater, I Squared, MPLX and Enbridge as partners in the delivery of the Rio Bravo Pipeline for the Rio Grande LNG project and we look forward to growing our relationship with their new joint venture."

About the Whistler Pipeline

The Whistler Pipeline has approximately 2.5 billion cubic feet per day of capacity and the system is comprised of approximately 450 miles of 42-inch diameter pipeline that transports natural gas from the Permian Basin to Agua Dulce, Texas, with direct connections to Corpus Christi and the gulf coast. The pipeline also has an approximately 85-mile, 36-inch diameter lateral to the Midland Basin.

About WhiteWater

WhiteWater is an Austin, Texas based infrastructure company, and operator of the Whistler Pipeline. WhiteWater is partnered with multiple private equity funds including but not limited to I Squared Capital. For more information about WhiteWater, visit www.wwdev.com.

About I Squared Capital

I Squared Capital is a leading independent global infrastructure investment manager with over $38 billion in assets under management focused on investing in North America, Europe, Asia, and Latin America. Headquartered in Miami, the firm has more than 260 professionals across its offices in London, Munich, New Delhi, São Paulo, Singapore, Sydney and Taipei. I Squared Capital has invested in a diverse portfolio of 82 companies with over 66,000 employees in 71 countries across the utilities, energy, digital infrastructure, transport, environmental infrastructure, and social infrastructure sectors providing essential services to millions of people around the world. You can find out more by visiting: www.isquaredcapital.com.

About MPLX LP

MPLX is a diversified, large-cap master limited partnership that owns and operates midstream energy infrastructure and logistics assets and provides fuels distribution services. MPLX's assets include a network of crude oil and refined product pipelines; an inland marine business; light-product terminals; storage caverns; refinery tanks, docks, loading racks, and associated piping; and crude and light-product marine terminals. MPLX also owns crude oil and natural gas gathering systems and pipelines as well as natural gas and NGL processing and fractionation facilities in key U.S. supply basins. More information is available at www.MPLX.com

About Enbridge Inc.

At Enbridge, we safely connect millions of people to the energy they rely on every day, fueling quality of life through our North American natural gas, oil, and renewable power networks and our growing European offshore wind portfolio. We are investing in modern energy delivery infrastructure to sustain access to secure, affordable energy and building on more than a century of operating conventional energy infrastructure and two decades of experience in renewable power. We are advancing new technologies, including hydrogen, renewable natural gas, carbon capture, and storage, and are committed to achieving net zero greenhouse gas emissions by 2050. Headquartered in Calgary, Alberta, Enbridge's common shares trade under the symbol ENB on the Toronto (TSX) and New York (NYSE) stock exchanges. To learn more, visit us at enbridge.com.

MPLX Forward-Looking Statement

This press release contains forward-looking statements regarding MPLX. These forward-looking statements may relate to, among other things, MPLX's expectations, estimates and projections concerning its business and operations, including with respect to MPLX's investment in the joint venture and the strategic combination announced herein (the "Transaction"), including anticipated benefits and expected closing date of the Transaction. You can identify forward-looking statements by words such as "anticipate," "believe," "commitment," "continue," "could," "design," "estimate," "expect," "forecast," "future," "goal," "guidance," "intend," "may," "objective," "opportunity," "outlook," "plan," "policy," "position," "potential," "predict," "priority," "project," "prospective," "pursue," "seek," "should," "strategy," "target," "will," "would" or other similar expressions that convey the uncertainty of future events or outcomes. MPLX cautions that these statements are based on management's current knowledge and expectations and are subject to certain risks and uncertainties, many of which are outside of the control of MPLX, that could cause actual results and events to differ materially from the statements made herein. Factors that could cause MPLX's actual results to differ materially from those implied in the forward-looking statements include but are not limited to: the timing and impact of the Transaction; the timing and extent of changes in commodity prices and demand for natural gas, crude oil, refined products, feedstocks or other hydrocarbon-based products or renewables; changes in the timing and construction costs and in service dates of planned and ongoing projects and investments, including with respect to the Transaction; the ability to obtain regulatory and other approvals with respect to the Transaction or related planned projects; industrial incidents or other unscheduled shutdowns; other risk factors inherent to MPLX's industry; the impact of adverse market conditions or other similar risks to those identified herein affecting MPLX; and the factors set forth under the heading "Risk Factors" in MPLX's and Annual Report on Form 10-K for the year ended Dec. 31, 2023, and in other filings with the SEC.

All forward-looking statements, whether written or oral, attributable to MPLX or persons acting on MPLX's behalf, are expressly qualified in their entirety by these cautionary statements. Any forward-looking statement speaks only as of the date of the applicable communication and we undertake no obligation to update any forward-looking statement except to the extent required by applicable law.

Enbridge Forward-Looking Statement

Forward-looking information, or forward-looking statements, have been included in this news release to provide information about Enbridge and its subsidiaries and affiliates, including management's assessment of Enbridge and its subsidiaries' future plans and operations. This information may not be appropriate for other purposes. Forward-looking statements are typically identified by words such as ''anticipate'', ''expect'', ''project'', ''estimate'', ''forecast'', ''plan'', ''intend'', ''target'', ''believe'', "likely" and similar words suggesting future outcomes or statements regarding an outlook. Forward-looking information or statements included or incorporated by reference in this document include, but are not limited to, statements with respect to Enbridge's investment in the joint venture and related matters (the "Transaction"), including anticipated benefits and expected closing date of the Transaction.

Although Enbridge believes these forward-looking statements are reasonable based on the information available on the date such statements are made and processes used to prepare the information, such statements are not guarantees of future performance and readers are cautioned against placing undue reliance on forward-looking statements. By their nature, these statements involve a variety of assumptions, known and unknown risks and uncertainties and other factors, which may cause actual results, levels of activity and achievements to differ materially from those expressed or implied by such statements. Material assumptions include assumptions about customer, regulatory and stakeholder support and approvals, including with respect to the Transaction; expectations about our joint venture partners' ability to complete the Transaction; the timing and impact of the Transaction; and the ability of management to execute key priorities. Assumptions regarding the expected supply of and demand for crude oil, natural gas, natural gas liquids, liquefied natural gas and renewable energy, and the prices of these commodities, are material to and underlie all forward-looking statements, as they may impact current and future levels of demand for Enbridge's services. Similarly, exchange rates, inflation and interest rates impact the economies and business environments in which Enbridge operates and may impact levels of demand for Enbridge's services and cost of inputs and are, therefore, inherent in all forward-looking statements. Due to the interdependencies and correlation of these macroeconomic factors, the impact of any one assumption on a forward-looking statement cannot be determined with certainty.

Enbridge's forward-looking statements are subject to risks and uncertainties, including, but not limited to with respect to the realization of anticipated benefits of the Transaction and other risks and uncertainties discussed in this news release and in Enbridge's other filings with Canadian and U.S. securities regulators. The impact of any one risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as these are interdependent and Enbridge's future course of action depends on management's assessment of all information available at the relevant time. Except to the extent required by applicable law, Enbridge assumes no obligation to publicly update or revise any forward-looking statements made in this news release or otherwise, whether as a result of new information, future events or otherwise. All forward-looking statements, whether written or oral, attributable to Enbridge or persons acting on Enbridge's behalf, are expressly qualified in their entirety by these cautionary statements.

SOURCE WhiteWater