Tidewater Midstream and Infrastructure Ltd. (“Tidewater” or the
“Company”) (TSX: TWM) is pleased to announce that it will be
upsizing its previously announced bought deal public offering (the
“Public Offering”) of units (“Units”). Under the Public Offering, a
syndicate of underwriters (the “Underwriters”), led by CIBC Capital
Markets, National Bank Financial, RBC Capital Markets and ATB
Capital Markets, have agreed to buy on a bought deal basis
42,080,000 Units of the Company, at a price of $1.20 per Unit for
gross proceeds of $50.5 million. The terms of the previously
announced private placement (the “Private Placement”) remain
unchanged. In total, the Company will issue $85 million of Units at
a price of $1.20 per Unit (the “Issue Price”) under the Public
Offering and Private Placement (collectively the “Offering”).
Each Unit will be comprised of one common share
of the Company (each a “Common Share”) and one-half of one common
share purchase warrant (each full warrant, a “Warrant”). Each
Warrant will entitle the holder to acquire one Common Share from
the Company at a price of $1.44 per Common Share for a period of 24
months following the closing of the Offering.
The Company has granted the Underwriters an
option (the “Over-Allotment Option”), exercisable for a period of
30 days following the closing of the Public Offering, to purchase
an additional 15% of the Public Offering to cover over-allotments,
if any. This Over-Allotment Option may be exercised by the
Underwriters for additional Units, Common Shares, Warrants or any
combination of such securities (the “Securities”). Should the
Over-Allotment Option be exercised, the subscribers under the
Private Placement will have the option to purchase on a pro-rata
basis additional Securities that are purchased by the Underwriters
pursuant to the Over-Allotment Option.
Proceeds from the Offering and other borrowing
facilities, will be used to repay Tidewater’s existing senior
unsecured notes due December 19, 2022 and second lien term loan due
October 31, 2022.
The Offering is expected to close on or about
August 16, 2022 and closing of each of the Public Offering and
Private Placement will be subject to, among other things, customary
conditions, the concurrent closing of the other and the Company
entering into the expanded senior credit facility. The Offering is
subject to the approval of the Toronto Stock Exchange (“TSX”).
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be
any sale of the securities in the United States or in any other
jurisdiction in which such offer, solicitation or sale would be
unlawful. The securities 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 thereunder.
ABOUT TIDEWATERTidewater is
traded on the TSX under the symbol “TWM”. Tidewater's business
objective is to build a diversified midstream and infrastructure
company in the North American natural gas, natural gas liquids,
crude oil, refined product, and renewable energy value chain. Its
strategy is to profitably grow and create shareholder value through
the acquisition and development of conventional and renewable
energy infrastructure. To achieve its business objective, Tidewater
is focused on providing customers with a full service, vertically
integrated value chain through the acquisition and development of
energy infrastructure, including downstream facilities, natural gas
processing facilities, natural gas liquids infrastructure,
pipelines, railcars, export terminals, storage, and various
renewable initiatives. To complement its infrastructure asset base,
the Company also markets crude, refined product, natural gas, NGLs
and renewable products and services to customers across North
America.
Tidewater is a majority shareholder in Tidewater
Renewables, a multi-faceted, energy transition company focusing on
the production of low carbon fuels. Tidewater Renewables' common
shares are publicly traded on the TSX under the symbol “LCFS”.
FURTHER INFORMATION:
For more information, please contact:
Joel
Macleod, Chairman &
Chief Executive
Officer |
Brian
Newmarch, Chief Financial Officer |
Tidewater Midstream and Infrastructure Ltd. |
Tidewater Midstream and Infrastructure Ltd. |
Phone: (587) 475-0210 |
Phone: (587) 315-8368 |
Email: jmacleod@tidewatermidstream.com |
Email: bnewmarch@tidewatermidstream.com |
FORWARD LOOKING STATEMENTS
Certain statements contained in this press release constitute
forward-looking statements and forward-looking information
(collectively referred to herein as, “forward-looking statements“)
within the meaning of applicable Canadian securities laws. Such
forward-looking statements relate to future events, conditions or
future financial performance of Tidewater based on future economic
conditions and courses of action. All statements other than
statements of historical fact may be forward-looking statements.
Such forward-looking statements are often, but not always,
identified by the use of any words such as “seek”, “anticipate”,
“budget”, “plan”, “continue”, “forecast”, “estimate”, “expect”,
“may”, “will”, “project”, “predict”, “potential”, “targeting”,
“intend”, “could”, “might”, “should”, “believe”, “will likely
result”, “are expected to”, “will continue”, “is anticipated”,
“believes”, “estimated”, “intends”, “plans”, “projection”,
“outlook” and similar expressions. These statements involve known
and unknown risks, assumptions, uncertainties and other factors
that may cause actual results or events to differ materially from
those anticipated in such forward-looking statements. The Company
believes the expectations reflected in those forward-looking
statements are reasonable, but no assurance can be given that these
expectations will prove to be correct and such forward-looking
statements included in this press release should not be unduly
relied upon.
In particular, this press release contains
forward-looking statements pertaining to but not limited to the
following:
- that the Over-Allotment Option may
be exercised and may ultimately increase the size of the Private
Placement;
- the receipt of all required
regulatory and other approvals and the satisfaction of all
conditions to the completion of the transactions describe herein;
and
- the expected closing of the
Offering and the other financing transactions described
herein2.
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. With respect to forward-looking
statements contained in this press release, the Company has
assumptions regarding, but not limited to:
- the Company’s ability to satisfy
the conditions to completion of the transactions described
herein;
- Tidewater’s ability to execute on
its business plan;
- general economic and industry
trends including the duration and effect of the COVID-19
pandemic;
- liabilities inherent in operations
in the energy industry;
- impacts of commodity prices and
demand on the Company's working capital requirements; continuing
government support for existing policy initiatives;
- the Company's ability to obtain and
retain qualified staff and equipment in a timely and cost effective
manner;
- the ability to obtain additional
financing on satisfactory terms;
- foreign currency, exchange and
interest rates, and expectations relating to inflation;
- the Company's future debt levels
and the ability of the Company to repay its debt when due;
- that PGR crack spreads remain
strong and refined product demand continues to increase;
- future commodity prices, including
natural gas, crude oil, NGL and renewable energy prices;
- processing and marketing
margins;
- that there are no unforeseen events
preventing the performance of contracts;
- Cenovus volume demands from the PGR
are consistent with forecasts;
- assumptions regarding amount of
operating costs to be incurred;
- that there are no unforeseen
material costs relating to the facilities which are not recoverable
from customers;
- distributable cash flow and net
cash provided by operating activities are consistent with
expectations;
- the ability of Tidewater to
successfully market its products; and
- credit rating changes.
The Company's actual results could differ
materially from those anticipated in the forward-looking
statements, as a result of numerous known and unknown risks and
uncertainties and other factors including but not limited to:
- changes in demand for refined and
renewable products;
- general economic, political, market
and business conditions, including fluctuations in interest rates,
foreign exchange rates, stock market volatility, supply/demand
trends and inflationary pressures;
- risks of health epidemics,
pandemics, public health emergencies, quarantines, and similar
outbreaks, including COVID-19, which may have sustained material
adverse effects on the Company's business financial position
results of operations and/or cash flows;
- competition for business
capital;
- changes in the creditworthiness of
counterparties;
- changes in the credit rating of the
Company, and the impacts of this on the Company’s access to private
and public credit markets in the future and increase the costs of
borrowing;
- adverse claims made in respect of
the Company's properties or assets;
- risks and liabilities associated
with the transportation of dangerous goods and derailments;
- reliance on key personnel;
- technology and security risks,
including cybersecurity;
- potential losses which would stem
from any disruptions in production, including work stoppages or
other labour difficulties, or disruptions in the transportation
network on which the Company is reliant;
- activities of producers and
customers and overall industry activity levels;
- failure to negotiate and conclude
any required commercial agreements;
- non-performance of agreements in
accordance with their terms;
- failure to execute formal
agreements with counterparties in circumstances where letters of
intent or similar agreements have been executed and announced by
Tidewater;
- failure to close transactions as
contemplated and in accordance with negotiated terms;
- that the resolution of any
particular legal proceedings could have an adverse effect on the
Company's operating results or financial performance;
- operational matters, including
potential hazards inherent in the Company's operations and the
effectiveness of health, safety, environmental and integrity
programs;
- actions by governmental
authorities, including changes in government regulation, tariffs
and taxation;
- changes in operating and capital
costs, including fluctuations in input costs;
- effects of weather conditions;
- legal risks and environmental risks
and hazards, including risks inherent in the transportation of NGLs
and refining of light crude oils which may create liabilities to
the Company in excess of the Company's insurance coverage, if
any;
- actions by joint venture partners
or other partners which hold interests in certain of the Company’s
assets;
- reliance on key relationships and
agreements;
- potential losses which would stem
from any disruptions in production, including work stoppages or
other labour difficulties, or disruptions in the transportation
network on which the Company is reliant;
- technical and processing problems,
including the availability of equipment and access to properties;
and
- changes in gas composition.
The foregoing lists are not exhaustive.
Additional information on these and other factors which could
affect the Company's operations or financial results are included
in the Company's most recent AIF and in other documents on file
with the Canadian Securities regulatory authorities.
Management of the Company has included the above
summary of assumptions and risks related to forward-looking
statements provided in this press release in order to provide
holders of common shares in the capital of the Company with a more
complete perspective on the Company's current and future operations
and such information may not be appropriate for other purposes. The
Company's actual results or achievement could differ materially
from those expressed in, or implied by, these forward-looking
statements and, accordingly, no assurance can be given that any of
the events anticipated by the forward-looking statements will
transpire or occur, or if any off them do so, what benefits the
Company will derive therefrom. Readers are therefore cautioned that
the foregoing list of important factors is not exhaustive, and they
should not unduly rely on the forward-looking statements included
in this press release. Tidewater does not undertake any obligation
to update publicly or to revise any of the included forward-looking
statements, whether as a result of new information, future events
or otherwise, other than as required by applicable securities law.
All forward-looking statements contained in this press release are
expressly qualified by this cautionary statement. 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 provincial securities
commissions available on the System for Electronic Document
Analysis and Retrieval (“SEDAR”) at www.sedar.com.
Tidewater Midstream and ... (TSX:TWM)
Graphique Historique de l'Action
De Nov 2024 à Déc 2024
Tidewater Midstream and ... (TSX:TWM)
Graphique Historique de l'Action
De Déc 2023 à Déc 2024