Nature of the Fund
Keyera Facilities Income Fund (the "Fund") was created in May 2003 as an unincorporated open-ended trust under the laws of the Province of Alberta. The Fund’s primary subsidiary is Keyera Energy Limited Partnership, formerly known as Keyera Energy Partnership (the “Partnership”). The businesses of the Partnership and its subsidiaries are described in detail in the “Our Business” section of this website.
Public Offerings
Units of the Fund began trading on The Toronto Stock Exchange under the trading symbol KEY.UN on May 30, 2003 after the closing of its Initial Public Offering. Less than a year later, on April 1, 2004, the Fund completed a second public offering of 15.617 million units. Proceeds from the second offering were used to acquire a 35.91% interest in the Partnership from KeySpan Corporation. As a result of this acquisition, the Fund increased its indirect interest in the Partnership to 75%.
In June 2004, the Fund completed a third public offering of 10.72 million units and $100 million of convertible debentures (KEY.DB). The proceeds of this offering were used to fund a portion of the purchase price associated with the acquisition of EnerPro Midstream Company (“EnerPro”). In July 2004, the Fund contributed the assets of EnerPro to the Partnership, thereby increasing the Fund’s indirect interest in the Partnership to 82.56%.
On December 2, 2004 the Fund purchased KeySpan Corporation's remaining interest in the Partnership. As a result of this transaction, the Fund had successfully acquired 100% ownership of the Partnership. With KeySpan Corporation no longer holding an ownership interest in the Partnership, the names of the Fund and its subsidiaries were changed from KeySpan to Keyera effective February 2, 2005.
Most recently, in December 2008, the Fund completed a fifth public offering of $80 million of convertible debentures (KEY.DB.A). The proceeds of this offering were used to finance several acquisitions and growth projects undertaken by the Partnership and its subsidiaries earlier that year, including the acquisition of the Nevis gas plant and associated facilities and increased ownership interests in the Rimbey, Brazeau River and West Pembina gas plants.
Restructuring Initiatives
Keyera has taken numerous steps to streamline its structure, consolidate its ownership interests, achieve greater accounting, legal, reporting, and income tax simplicity and enhance tax planning flexibility. The first step was taken effective January 1, 2006, when two of the Fund’s subsidiaries, Keyera Energy Management Ltd. (“KEML”), which is the Administrator of the Fund and was managing partner of the Partnership, and EnerPro were amalgamated under the KEML name.
A further step was taken in 2007, when the Fund completed a restructuring of its indirect holdings in Rimbey Pipe Line Co. Ltd. As a result of this restructuring initiative, all the assets of that had been held by the corporation were transferred to a new limited partnership called Rimbey Pipeline Limited Partnership which became an indirect wholly owned subsidiary of the Fund.
One of the Fund’s most significant restructuring initiatives came into effect on January 2, 2008. As part of this reorganization, the Partnership amended its partnership agreement to, among other things, become a limited partnership, and in the process, Keyera GP Ltd., a wholly owned subsidiary of the Fund, became the new general partner and the Fund became the sole limited partner. While KEML is no longer managing partner, it continues to provide management and administrative services to the Partnership pursuant to a management services agreement. As a result of this restructuring initiative, the Fund was able to streamline its structure and wind up a number of its subsidiaries.
The following diagram illustrates the ownership relationship as at June 1, 2010.
