All financial figures are in Canadian dollars unless otherwise noted
Transaction Highlights:
Extends Gibson's strategic core position in Hardisty, enhances Gibson's heavy crude oil network by extending reach to new and established producers in the growing Mannville Stack
Grows high-quality, stable cash flows, 90%+ of revenue from the assets is supported by take-or-pay or fee-for-service arrangements, with 50% of volumes under long-term take-or-pay or area-of-dedication agreements with Teine Energy
Enhances Infrastructure EBITDA per share growth visibility, incremental cash flow provides increased visibility to achieving Gibson's targeted 7%+ Infrastructure adjusted EBITDA per share(1) CAGR through 2030, as outlined at Investor Day
Delivers immediate per-share accretion, expected to generate mid-single-digit distributable cash flow per share accretion in the first full year
Maintains balance sheet strength, fully financed and leverage neutral transaction, supported by a $200 million concurrent bought deal equity financing
Advances Gibson's disciplined Infrastructure growth strategy, provides various expansion opportunities, including the conditionally sanctioned Hardisty Connection Project, with work commencing following the close of the Transaction, and an identified expansion project that would increase effective system capacity by 50%, with FID targeted by the end of 2026
CALGARY, Alberta, Feb. 10, 2026 (GLOBE NEWSWIRE) -- Gibson Energy Inc. ("Gibson" or the "Company") (TSX:GEI) today announced it has entered into a definitive agreement to acquire Teine Energy Ltd.'s ("Teine Energy") Chauvin Infrastructure Assets for total cash consideration of $400 million, subject to closing adjustments (the "Transaction"). Through the Transaction, Gibson will acquire a crude oil pipeline and associated infrastructure assets that connect Chauvin to the Hardisty oil hub and expand Gibson's strategic platform and reach from Hardisty. The Transaction implies a multiple of approximately 7.5x(1) 2026E Adjusted EBITDA(1), with a clear path to Gibson's targeted 5–7x build multiple range through optimization and expansion, and is expected to deliver mid-single-digit accretion to distributable cash flow per share.
"This acquisition advances the growth strategy outlined at our recent Investor Day," said Curtis Philippon, President and Chief Executive Officer. "These assets are a strong strategic fit, extending our reach from Hardisty. The acquisition is supported by long-term agreements with Teine Energy, adding durable, visible cash flows and a clear runway for disciplined growth. With the Hardisty Connection Project conditionally sanctioned today and additional expansion opportunities identified, we are well positioned in our objective of creating sustained value for shareholders and customers."
(1) Adjusted EBITDA per share is a non-GAAP financial measure. Infrastructure Adjusted EBITDA per share and Transaction multiple are non-GAAP financial ratios. See the "Specified Financial Measures" section of this release. 2026E Adjusted EBITDA is calculated on the same basis as Adjusted EBITDA and there are no significant differences between the two financial measures.
Chauvin Infrastructure Assets and Commercial Agreement with Teine Energy
The Chauvin Infrastructure Assets include an approximately 75 kilometre, 10-inch crude oil gathering pipeline system extending from the Hardisty oil hub to key producing regions in eastern Alberta, with a current effective capacity of approximately 30,000 barrels per day and expansion capability. A custom treating facility and truck terminal are also included with the Chauvin Infrastructure Assets.
As part of the Transaction, Teine Energy will enter into long-term take-or-pay and area-of-dedication agreements covering all volumes produced in the Chauvin, Hoosier and Coleville areas, with remaining volumes expected to be sourced from other high-quality producers in the region. Its advantaged location and operational efficiencies, combined with pipeline connections to the Mannville Stack resource play, position the Chauvin Infrastructure Assets for continued growth through optimization of existing capacity and increased throughput volumes supported by shovel-ready expansion projects.
Near-Term Ability to Grow Beyond Chauvin
The Chauvin Infrastructure Assets enhance Gibson's ability to deliver disciplined infrastructure growth, in support of the Company's 2030 growth objectives. Two near-term growth projects have already been identified, totaling up to $50 million of anticipated growth capital(1). Subject to completion of the Transaction, the Company has conditionally sanctioned the Gibson Hardisty Connection Project to directly connect the Chauvin Infrastructure Assets to Gibson's core terminal, which will provide customers with enhanced connectivity and greater access to markets. Work on the Hardisty Connection Project is expected to commence following the close of the Transaction.
In addition, the Company has identified a second, near sanction-ready expansion project that would add 15,000 barrels per day of incremental capacity, increasing effective system capacity by 50%. Gibson expects to be in a position to make a final investment decision on this expansion by the end of 2026.
With the deployment of $400 million of inorganic growth capital for the acquisition of the Chauvin Infrastructure Assets, associated growth projects, as well as the previously sanctioned Wink-to-Gateway Integration Project, the Company now expects to deploy approximately $100 million of organic growth capital in 2026.
Fully Financed Transaction, Structured to Maintain Gibson's Investment Grade Financial Profile
The Transaction will be funded through a combination of: (i) the net proceeds of a $200 million bought deal offering (the "Offering") of common shares of Gibson ("Common Shares"), and (ii) amounts drawn under Gibson's existing $1.0 billion credit facility.
After giving effect to the Transaction and the Offering, Gibson expects no changes to its net debt to adjusted EBITDA ratio(1). Gibson also expects that its investment grade ratings and outlooks will be maintained in connection with the Transaction.
(1) Growth capital is a supplementary financial measure. See the "Supplementary Financial Measures" section of this release. Net Debt to Adjusted EBITDA is a non-GAAP financial ratio. See the "Specified Financial Measures" section of this release.
Bought Deal Equity Offering
In connection with the Offering, Gibson has entered into an agreement with a syndicate of underwriters (the "Underwriters") led by CIBC Capital Markets and Scotiabank, as joint bookrunners, for the issuance of 7,591,000 Common Shares on a bought deal basis, at an issue price of $26.35 per Common Share (the "Offering Price") for total gross proceeds of approximately $200 million. Gibson has also granted the Underwriters an option, exercisable, in whole or in part, at any time and from time to time, up to the date that is 30 days following the closing of the Offering, to purchase up to an additional 569,325 Common Shares (representing 7.5% of the number of Common Shares purchased by the Underwriters under the Offering) at the Offering Price and on the same terms to cover over-allotments, if any, and for market stabilization purposes (the "Over-Allotment Option").
Gibson intends to use the net proceeds from the Offering (including any net proceeds received in connection with the Over-Allotment Option) to pay a portion of the purchase price to acquire the Chauvin Infrastructure Assets.
The Offering is expected to close on or about February 17, 2026 and is subject to customary closing conditions including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the Toronto Stock Exchange.
Further information regarding the Offering and the Transaction, including related risk factors, will be set out in the prospectus supplement to Gibson's short form base shelf prospectus dated February 6, 2026 (collectively, the "Prospectus") that Gibson expects to file on SEDAR+ on or before February 12, 2026. The Offering will be made in all provinces of Canada under the Prospectus and on a private placement basis in the United States pursuant to exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended and internationally pursuant to applicable private placement exemptions. Investors should read the Prospectus before making an investment decision.
Access to the Prospectus and any amendments thereto is provided, and delivery thereof will be satisfied, in accordance with securities legislation relating to procedures for providing access to a prospectus supplement, a base shelf prospectus and any amendment to such documents.
A copy of the prospectus supplement, the corresponding base shelf prospectus and any amendment to the documents may be obtained on SEDAR+ at www.sedarplus.ca and from CIBC Capital Markets at 161 Bay Street, 5th Floor, Toronto, Ontario M5J 2S8 or by phone at 416-956-6378 or by email at [email protected] or from Scotiabank at 40 Temperance Street, 6th Floor, Toronto, Ontario M5H 0B4, Attention: Equity Capital Markets or by phone at 416-863-7704 or by email at [email protected]. Prospective investors should read the Prospectus in its entirety before making an investment decision.
This press release does not constitute an offer to sell securities, nor is it a solicitation of an offer to buy securities, in the United States or any other jurisdiction. The Common Shares have not been or will be registered under the U.S. Securities Act of 1933, as amended, or any state securities laws, and such securities may not be offered or sold in the United States absent registration or pursuant to an available exemption from such registration.
Certain Preliminary 2025 Fourth Quarter Results
Gibson is pleased to announce certain preliminary and unaudited 2025 fourth quarter results which includes record Infrastructure Adjusted EBITDA(1) of approximately $160 million, driven by strong volume growth, and Marketing Adjusted EBITDA(1) of approximately $1 million, reflecting the challenging market environment for both crude marketing and refined products. Adjusted EBITDA(1) on a consolidated basis of approximately $145 million reflects higher throughput at Edmonton and Gateway, and lower operating costs due to Gibson's cost focus campaign, partially offset by the impact of the challenging marketing environment. Net income is expected to be approximately $41 million for the fourth quarter of 2025.
For the year ended December 31, 2025, Gibson's net debt to adjusted EBITDA ratio is expected to be approximately 3.9x and the dividend payout ratio on a trailing twelve-month basis is expected to be approximately 84%(1).
Approvals and Timing
Closing of the Transaction is expected to occur in the second quarter of 2026, subject to satisfaction of customary closing conditions, including clearance under the Competition Act (Canada) and other applicable regulatory reviews.
Conference Call and Webcast Details
A conference call and webcast will be held to discuss the Transaction at 2:45pm Mountain Time (4:45pm Eastern Time) today, February 10, 2026. Given the concurrent equity offering, there will be no question and answer session following the remarks.
To register for the call, view dial-in numbers, and obtain a dial-in PIN, please access the following URL:
https://register-conf.media-server.com/register/BI335deab802c14d269104367fcfed7da6
This call will also be broadcast live on the Internet and may be accessed directly at the following URL:
https://edge.media-server.com/mmc/p/5fnkq9os
The webcast will remain accessible for a 12-month period at the above URL.
Advisors
Scotiabank is acting as financial advisor to Gibson in respect of the Transaction. Norton Rose Fulbright Canada LLP is acting as legal counsel to Gibson in respect of the Transaction and the Offering. Blake, Cassels & Graydon LLP is acting as legal counsel to the Underwriters in respect of the Offering.
(1) Infrastructure Adjusted EBITDA, Marketing Adjusted EBITDA and Adjusted EBITDA are non-GAAP financial measures. Dividend payout ratio is a non-GAAP financial ratio. See the "Specified Financial Measures" section of this release.
About Gibson
Gibson is a leading liquids Infrastructure company with its principal businesses consisting of the storage, optimization, processing, and gathering of liquids and refined products, as well as waterborne vessel loading. Headquartered in Calgary, Alberta, the Company's operations are located across North America, with core terminal assets in Hardisty and Edmonton, Alberta, Ingleside and Wink, Texas, and a facility in Moose Jaw, Saskatchewan.
Gibson shares trade under the symbol GEI and are listed on the Toronto Stock Exchange. For more information, visit www.gibsonenergy.com.
For further information, please contact:
Investor Relations(403) 776-3077[email protected]
Media Relations (403) 476-6334[email protected]
Credit Ratings
This press release makes reference to the Company's credit ratings. Credit ratings are intended to provide investors with an independent measure of credit quality of an issuer or an issue of securities. Credit ratings are not recommendations to purchase, hold or sell securities and do not address the market price or suitability of a specific security for a particular investor. There is no assurance that any rating will remain in effect for any given period of time or that any rating will not be revised or withdrawn entirely by a rating agency in the future if, in its judgment, circumstances so warrant.
Caution Regarding Preliminary and Unaudited Financial Results
This press release contains certain preliminary and unaudited fourth quarter 2025 financial results of Gibson. The fourth quarter 2025 financial results contained in this press release are preliminary and unaudited and represent the most current information available to the Company's management, as accounting and adjustment procedures for the year ended December 31, 2025, and audit procedures, are not yet complete. The Company's actual consolidated audited financial statements for the year ended December 31, 2025 will be filed on its profile on SEDAR+ at www.sedarplus.ca, and may be materially different than the preliminary and unaudited financial results summarized in this press release as a result of the completion of normal quarter and year-end accounting close process.
The preliminary financial data included in this press release has been prepared by, and is the responsibility of, Gibson's management. The report(s) of PricewaterhouseCoopers LLP included or incorporated by reference into the press release refer exclusively to the historical financial statements described herein and do not extend to the preliminary financial data included in this press release and should not be read to do so.
Although the Company believes the expectations reflected in this press release are based upon reasonable assumptions, the Company can give no assurance that actual results will not differ materially from these expectations.
Specified Financial Measures
This press release contains references to certain non-GAAP financial measures and ratios and industry measures that are used by the Company, as indicators of financial performance. These measures include: EBITDA, Adjusted EBITDA, Infrastructure Adjusted EBITDA, Marketing Adjusted EBITDA, Net Debt, Distributable Cash Flow ("DCF"), Enterprise Value, and various ratios derived from such measures. Such measures and ratios are not recognized under IFRS, and do not have a standardized meaning under IFRS, and therefore may not be comparable to similar measures used by other companies. The Company believes presenting non-GAAP financial measures helps readers to better understand how management analyses results, shows the impacts of specified items on the results of the reported periods and allows readers to assess results without the specified items if they consider such items not to be reflective of the underlying performance of the Company's operations.
Management considers these to be important supplemental measures of the Company's performance and believes these measures are frequently used by securities analysts, investors and other interested parties in the evaluations of companies in industries with similar capital structures. Readers are encouraged to evaluate each adjustment and the reasons the Company considers it appropriate for supplemental analysis. Readers are cautioned, however, that these measures should not be construed as an alternative to net income, cash flow from operating activities, segment profit, gross profit or other measures of financial results determined in accordance with IFRS, as an indication of the performance of the Company. For further details on these measures, see the "Specified Financial Measures" sections of the Company's Management's Discussion and Analysis for the year ended December 31, 2024 and Management's Discussion and Analysis for the three and nine months ended September 30, 2025, as applicable, each of which are incorporated by reference herein and is available on SEDAR+ at www.sedarplus.ca and on our website at www.gibsonenergy.com.
Adjusted EBITDA, Infrastructure Adjusted EBITDA, Marketing Adjusted EBITDA, Net Debt, Net Debt to Adjusted EBITDA, Distributable Cash Flow and various supplementary financial measures are defined in the Company's Management's Discussion and Analysis for the year ended December 31, 2024 and Management's Discussion and Analysis for the three and nine months ended September 30, 2025 and are reconciled to their most directly comparable financial measures under IFRS, if applicable. All such reconciliations in respect of the Company are in the specified financial measures section of the Management's Discussion and Analysis for the applicable period, each of which are available on Gibson's SEDAR+ profile at www.sedarplus.ca and each such reconciliation is incorporated by reference herein.
Infrastructure Adjusted EBITDA per share, Dividend Payout, Transaction Multiple, and DCF per share are non-GAAP financial ratios, in each case as presented on a standalone or consolidated basis.
Infrastructure Adjusted EBITDA per share is a non-GAAP ratio, which is useful to investors as it demonstrates the ability of the Company's Infrastructure segment to generate cash flows on a per share basis. Infrastructure Adjusted EBITDA per share is calculated as Infrastructure Adjusted EBITDA divided by the weighted average number of common shares outstanding.
Transaction Multiple is a non-GAAP ratio, which is useful to investors as it demonstrates the valuation of a transaction relative to the Company's and/or asset's cash flow, facilitating comparability across transactions. Transaction Multiple is calculated as Enterprise Value divided by EBITDA.
a) Adjusted EBITDA
Adjusted EBITDA helps readers to better understand how management analyzes results, shows the impacts of specified items on the results of the reported periods, and allows readers to assess results without the specified items if they consider such items not to be reflective of the underlying performance of the Company's operations. Adjusted EBITDA ...
