Tidewater Midstream and Infrastructure Ltd. (“Tidewater” or the
“Company”) (TSX: TWM) announced today a public offering (the
“Offering”), on a “bought deal” basis, of $75 million principal
amount of convertible unsecured subordinated debentures (the
“Debentures”), at a price of $1,000 per Debenture, with an interest
rate of 8.00% per annum, payable semi-annually on the last day of
June and December, commencing on December 31, 2024. The Debentures
will mature on June 30, 2029.
The Debentures will be convertible at the
holder’s option into common shares in the capital of the Company
(“Shares”) at a conversion price of $0.78 (the “Conversion Price”).
The Debentures will not be redeemable before June 30, 2027. On or
after June 30, 2027, the Debentures may be redeemed in whole or in
part from time to time at the option of the Company at par plus
accrued and unpaid interest, if any, to but excluding the date of
redemption, provided that the volume weighted average trading price
of the Shares on the Toronto Stock Exchange (the “TSX”) for the 20
consecutive trading days ending five trading days preceding the
date on which notice of redemption is given is not less than 125%
of the Conversion Price. The Company shall provide not more than
60, nor less than 30 days’ prior notice of redemption.
The Offering is being made through a syndicate
of underwriters (the “Underwriters”) led by National Bank Financial
Inc. Tidewater has also granted the Underwriters the option to
purchase up to $11.3 million principal amount of additional
Debentures, at a price of $1,000 per Debenture, to cover
over-allotments, if any, and for market stabilization purposes,
exercisable in whole or in part at any time until 30 days after the
closing of the Offering.
Tidewater intends to use the net proceeds from
the Offering to redeem (the “Redemption”) $75 million principal
amount of its 5.50% convertible unsecured subordinated debentures
due September 30, 2024 (the “2019 Debentures”). The 2019 Debentures
are redeemable prior to the maturity date at par plus accrued and
unpaid interest up to but excluding the redemption date. The
remaining net proceeds will be used for general corporate purposes.
Pending any such use, the net proceeds of the Offering may
temporarily be used to reduce indebtedness under the Company’s
credit agreement or held in short term investments.
The Debentures will be offered in each of the
provinces of Canada by way of a prospectus supplement (the
“Prospectus Supplement”) to the short form base shelf prospectus
(the “Shelf Prospectus”) of the Company dated October 6, 2022 and
may also be offered to qualified institutional buyers pursuant to
Rule 144A in the United States.
The closing of the Offering is subject to normal
regulatory approvals, including approval of the TSX and is expected
to close on or about June 4, 2024.
Access to the Shelf Prospectus, the Prospectus
Supplement, and any amendments to the documents are provided in
accordance with securities legislation relating to procedures for
providing access to a base shelf prospectus, a prospectus
supplement and any amendment to the documents. The Shelf Prospectus
is, and the Prospectus Supplement will be (within two business days
from the date hereof), accessible on SEDAR+ at
www.sedarplus.ca.
An electronic or paper copy of the Shelf
Prospectus, the Prospectus Supplement (when filed), and any
amendment to the documents may be obtained, without charge, from
National Bank Financial Inc. by phone at (416) 869-8414 or
by e-mail at NBF-Syndication@bnc.ca. The Shelf Prospectus
and Prospectus Supplement will contain important detailed
information about the Company and the proposed Offering.
Prospective investors should read the Shelf Prospectus and
Prospectus Supplement (when filed) and the other documents the
Company has filed on SEDAR+ before making an investment
decision.
Torys LLP is acting as is acting as legal
advisor to the Company and Burnet, Duckworth & Palmer LLP is
acting as legal advisor to the Underwriters.
The securities offered have not been registered
under the U.S. Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements. The press
release shall not constitute an offer to sell or the solicitation
of an offer to buy securities in the United States, nor shall there
be any offer, solicitation or sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful.
ABOUT TIDEWATER MIDSTREAM
Tidewater is traded on the TSX under the symbol
“TWM”. Tidewater’s business objective is to profitably grow and
create shareholder value in the North American natural gas, natural
gas liquids, crude oil, refined product, and renewable energy value
chain. Its operations include downstream facilities, natural gas
processing facilities, natural gas liquids infrastructure,
pipelines, storage, and various renewable initiatives. To
complement its infrastructure asset base, the Company also markets
crude, refined product, natural gas, natural gas liquids and
renewable products and services to customers across North America.
Tidewater is a majority shareholder of Tidewater Renewables.
Additional information relating to Tidewater is available on SEDAR+
at www.sedarplus.ca and at https://www.tidewatermidstream.com.
CAUTION REGARDING FORWARD-LOOKING
STATEMENTS
This press release contains forward-looking
statements. The use of any of the words “anticipate”, “continue”,
“estimate”, “expect”, “may”, “will”, “intend”, “project”, “should”,
“believe” and similar expressions are intended to identify
forward-looking statements. These statements involve known and
unknown risks, uncertainties and other factors that may cause
actual results or events to differ materially from those
anticipated in such forward-looking statements. More particularly,
this press release contains statements concerning the anticipated
terms of, use of net proceeds from and the closing date of the
Offering, the Redemption and the anticipated timing thereof and the
availability of the Prospectus Supplement.
Although the forward-looking statements
contained in this press release are based upon assumptions which
management of the Company believes to be reasonable, the Company
cannot assure investors that actual results will be consistent with
these forward-looking statements. Any forward-looking statements
contained in this press release represent expectations as of the
date of this press release and are subject to change after such
date. However, the Company is under no obligation (and the Company
expressly disclaims any such obligation) to update or alter any
statements containing forward-looking information, the factors or
assumptions underlying them, whether as a result of new
information, future events or otherwise, except as required by
law. With respect to the forward-looking statements contained
in this press release, the Company has made assumptions regarding
the timing and completion of the Offering and the Redemption and
the timely receipt of required regulatory approvals. All the
forward-looking statements in this press release are qualified by
the cautionary statements herein.
Forward-looking statements are provided herein
for the purpose of giving information about the Offering referred
to above. Readers are cautioned that such information may not be
appropriate for other purposes. The completion of the Offering is
subject to customary closing conditions and regulatory approvals,
including approval of the TSX, termination rights and other risks
and uncertainties. Further information about factors affecting
forward-looking statements and management’s assumptions and
analysis thereof is available in filings made by the Company with
Canadian securities commissions available on SEDAR+ at
www.sedarplus.ca.
For further information please
contact:
Michael GracherManager, Investor
RelationsTidewater Midstream and Infrastructure Ltd.Phone:
(403) 200-9142 |
Aaron AmesInterim Chief Financial
OfficerTidewater Midstream and Infrastructure Ltd.Phone:
(403) 542-7205 |
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