News Release

Inter Pipeline Fund Announces $150 Million Offering of Class A Limited Partnership Units

Jun 01, 2009 - 08:15 ET

CALGARY, ALBERTA--(Marketwire - June 1, 2009) -


Inter Pipeline Fund (Inter Pipeline) (TSX:IPL.UN) announced today that it has entered into an agreement to sell 18,200,000 Class A limited partnership units (Class A Units) at $8.25 per Class A Unit for gross proceeds of $150,150,000. Inter Pipeline has granted the underwriters an over-allotment option (Over-allotment Option), exercisable in whole or in part at any time up to 30 days after closing, to purchase up to an additional 2,730,000 Class A Units at the same offering price. Should the Over-allotment Option be exercised in full, the total gross proceeds of the offering would be $172,672,500.

The offering is being made on a bought deal basis through a syndicate of underwriters led by CIBC, as sole bookrunner, co-led by TD Securities Inc., and including BMO Capital Markets, RBC Capital Markets, Scotia Capital Inc., National Bank Financial Inc., HSBC Securities (Canada) Inc., Canaccord Capital Corporation, Clarus Securities Inc., FirstEnergy Capital Corp., and Peters & Co. Limited. The offering will be made in all provinces of Canada and is expected to close on or about June 18, 2009, subject to customary regulatory approvals. Class A Units will not be available for sale to non-residents of Canada.

The net proceeds of the offering will be used to initially pay down existing bank indebtedness, while providing a base of equity capital to advance several previously announced attractive organic growth projects. Inter Pipeline recently announced an agreement to provide diluent service to the Kearl oil sands project, has commenced work on a large-scale oil segregation service on the Bow River pipeline system and is nearing completion of a major $1.8 billion capacity expansion project on the Corridor pipeline system.

In addition to this offering, Inter Pipeline expects to generate significant equity capital under its new Premium Distribution and Distribution Reinvestment Plan. Based on initial investor participation rates, Inter Pipeline could raise an additional $130 million annually under the enhanced distribution plan implemented last month. Accordingly, management believes that Inter Pipeline's balance sheet is now very well positioned to accommodate all currently planned organic growth projects.

The offering of the Class A Units is being made only in Canada by means of a short-form prospectus. The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons.

Inter Pipeline Fund

Inter Pipeline is a major petroleum transportation, bulk liquid storage and natural gas liquids extraction business based in Calgary, Alberta, Canada. Structured as a publicly traded limited partnership, Inter Pipeline owns and operates energy infrastructure assets in western Canada, the United Kingdom, Germany and Ireland. Additional information about Inter Pipeline can be found at

Inter Pipeline is a member of the S&P/TSX Composite Index. Class A Units trade on the Toronto Stock Exchange under the symbol IPL.UN.

Eligible Investors

Only persons who are residents of Canada, or if partnerships are Canadian partnerships, in each case for purposes of the Income Tax Act (Canada) are entitled to purchase and own Class A Units of Inter Pipeline.


Certain information set forth above may contain forward-looking statements that involve risks and uncertainties. Readers are cautioned not to place undue reliance on forward-looking statements, including statements regarding the anticipated closing date of the offering, the anticipated use of the net proceeds of the offering and the additional capital expected to be raised under the Premium Distribution and Distribution Reinvestment Plan. Such information, although considered reasonable by the General Partner of Inter Pipeline at the time of preparation, may later prove to be incorrect and actual results may differ materially from those anticipated in the statements made. For this purpose, any statements that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements often contain terms such as "may", "will", "should", "anticipate", "expects" and similar expressions. Such risks and uncertainties include, but are not limited to, risks associated with operations, such as loss of markets, regulatory matters, environmental risks, industry competition and the ability to access sufficient capital from internal and external sources. You can find a discussion of those risks and uncertainties in Inter Pipeline's securities filings at . In addition, the closing of the offering could be delayed if Inter Pipeline is not able to obtain the necessary regulatory and stock exchange approvals on the timeline it has planned. The offering will not be completed if these approvals are not obtained, or other conditions to closing are not satisfied. The intended use of proceeds of the offering by Inter Pipeline might change if the Board of Directors of the General Partner determines it would be in the best interests of Inter Pipeline to deploy the net proceeds for other purposes. Except to the extent expressly required by applicable securities laws and regulations, Inter Pipeline assumes no obligation to update or revise forward-looking statements made herein or otherwise, whether as a result of new information, future events, or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary note.

All dollar values are expressed in Canadian dollars unless otherwise noted.

Denotes trademark of Canaccord Capital Corporation

Inter Pipeline Fund
Investor Relations: Jeremy Roberge
Vice President, Capital Markets
(403) 290-6015 or 1-866-716-7473


Inter Pipeline Fund
Media Relations: Tony Mate
Director, Corporate and Investor Communications
(403) 290-6166