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Keyera to Acquire World-Class Iso-octane Facility in Edmonton

Dec 8, 2011

CALGARY, Dec. 8, 2011 /CNW/ - Keyera Corp. (TSX:KEY) (TSX:KEY.DB.A) ("Keyera") announced today it has entered into an agreement to purchase Alberta EnviroFuels ("AEF"), an iso-octane manufacturing business jointly owned by Chevron Standard Ltd. ("Chevron") and Neste Canada Inc. ("Neste").  Iso-octane is a low emission, high octane gasoline blending component derived from butane, a key component of Keyera's natural gas liquids ("NGL") business.

The acquisition includes: a 13,600 barrel per day iso-octane manufacturing facility located one kilometre south of Keyera's Edmonton Terminal; pipelines associated with the facility; and iso-octane sales agreements with major refiners. Keyera has also entered into multi-year agreements with Chevron and its affiliates relating to sales, transportation, downstream processing, and shipping of iso-octane.  The purchase price is US$198 million, subject to closing adjustments, plus working capital estimated at US$50 million primarily related to butane and iso-octane inventories.  Closing of the acquisition is subject to regulatory approvals.  Keyera is targeting closing in early 2012 and has the capacity to finance the acquisition with its recently increased bank credit facility.

"AEF is another long-term, strategic asset that will add value to our integrated business strategy," said Jim Bertram, CEO of Keyera Corp.  "We are experienced operators of large facilities and have a successful track record marketing energy products across North America. AEF is a world class asset and the personnel joining our team will be a great addition to our organization."

AEF is the largest iso-octane manufacturing facility in the world.  The facility uses butane as the primary feedstock and is connected by pipeline through Keyera's Edmonton Terminal with the rest of Keyera's NGL infrastructure in the Edmonton/Fort Saskatchewan area.  Keyera has been a supplier of butane feedstock to AEF for over a decade and plans to use its pipeline, rail and storage infrastructure to create synergies with AEF's operations.  Iso-octane manufactured at AEF is shipped via the Trans Mountain Pipeline to Chevron's Burnaby, B.C. refinery and onward to customers in California.  AEF also sells iso-octane to refiners in Alberta.

The AEF organization is a high-performing team with an excellent track record of safe and reliable operations.  AEF has a modern and well-maintained facility, and the site includes approximately 80 acres of undeveloped land available for future development.

AEF's operating margin is sensitive to the prices of butane (the primary feedstock), iso-octane (the primary product) and the other gasoline blendstocks that compete with iso-octane.  As a result, the financial performance can vary considerably from season to season and from year to year.  Financial performance can also be affected by apportionment issues on the Trans Mountain Pipeline and by turnarounds at the AEF plant scheduled every four years.  Keyera estimates that AEF's average annual EBITDA for the period January 2008 through June 2011 was approximately Cdn$37 million.  Annual maintenance costs are expected to average between Cdn$6 million and Cdn$9 million per year, excluding turnaround costs which are budgeted at approximately Cdn$18 million for 2012.

About Keyera Corp.

Keyera Corp. (TSX:KEY) (TSX: KEY.DB.A) operates one of the largest natural gas midstream businesses in Canada. Its business consists of natural gas gathering and processing as well as the processing, transportation, storage and marketing of natural gas liquids (NGLs) and crude oil midstream activities.

Keyera's gas processing plants and associated facilities are strategically located in the west central and foothills natural gas production areas of the Western Canada Sedimentary Basin.  Its NGL and crude oil infrastructure includes pipelines, terminals and processing and storage facilities in Edmonton and Fort Saskatchewan, Alberta, a major North American NGL hub.  Keyera markets propane, butane and condensate to customers in Canada and the United States.

Disclaimer

This document contains forward-looking statements based on management's current expectations and assumptions relating to Keyera's business, the environment in which it operates, anticipated timing and closing of the acquisition and the future operations and performance of the assets.  As Keyera does not yet own the assets to be acquired, all information regarding such assets contained herein has been derived by necessity from information provided by the vendors and other third parties.  Because the AEF business was run as a joint venture, the estimated historical average EBITDA is based on extrapolated financial data adjusted for an unusual inventory write down in 2008.

The forward-looking statements contained in this document depend upon future events and as a result, actual outcomes may differ materially depending on factors such as: satisfaction or waiver of all conditions to closing of the acquisitions, including obtaining all necessary regulatory approvals; closing of the transactions occurring on time and without amendment; future operating results of the assets; future operating results of Keyera's business segments and the components of those results; Keyera's ability to execute its strategic initiatives; commodity and product supply/demand balances and prices; interest rates; activities of producers, refiners, competitors, customers, business partners and others; overall economic conditions; access to capital and financing alternatives; operational risks; potential delays in planned growth projects; turnaround costs, maintenance costs and capital expenditures associated with the assets to be acquired; the legislative, regulatory and tax environment; potential legislative changes with respect to gasoline emissions and the associated impact on demand for gasoline and gasoline blending products; availability and cost of product pipeline, shipping and other transportation alternatives; the weather; as well as other known or unknown factors.  Estimated annual maintenance costs are based on Keyera's analysis of AEF's historic costs and its experience as an operator of complex facilities.  The anticipated working capital adjustment is based on an analysis of trends in AEF's inventory levels and anticipated feedstock and product prices  at the time of closing.  Specific regulatory approvals required in order for Keyera to close the acquisition of AEF include approvals or clearances under the Competition Act (Canada) and the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (US).  There is no guarantee that these approvals will be received on a timely basis, on acceptable conditions or at all.  Further, there can be no assurance that the results or developments anticipated by Keyera in connection with this acquisition will be realized or that the acquisition will have the expected consequences or effects on Keyera.

For additional information on the risks associated with Keyera's business see Keyera's public filings on www.sedar.com.

The forward looking statements contained in this document speaks only as of the date hereof.

For further information:

For further information about Keyera, please visit our website at www.keyera.com or contact:

John Cobb, Director, Investor Relations or
Heidi Christensen Brown, Senior Advisor, Investor Relations
E-mail: ir@keyera.com, Telephone: (403) 205-7670 / Toll Free: (888) 699-4853, Facsimile: (403) 205-8425.