NOT FOR DISSEMINATION TO U.S. WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
The prospectus supplement, the corresponding base shelf prospectus and any amendment thereto in connection with this offering will be accessible through SEDAR+ within two business days
CALGARY, Alberta, May 28, 2024 (GLOBE NEWSWIRE) — 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 Gracher
Manager, Investor Relations
Tidewater Midstream and Infrastructure Ltd.
Phone: (403) 200-9142
Aaron Ames
Interim Chief Financial Officer
Tidewater Midstream and Infrastructure Ltd.
Phone: (403) 542-7205
