CHEMTRADE LOGISTICS ANNOUNCES ACCRETIVE ACQUISITION AND OFFERING OF SUBSCRIPTION RECEIPTS
Increase in quarterly distributions per unit announced
TORONTO, July 29, 2003 -
Chemtrade Logistics Income Fund (TSX: CHE.UN) (“Chemtrade”)
announced today that it has agreed to purchase the B.C. Chemicals
Ltd. (“BCC”) operations and assets (the “BCC
Business”) of Canadian Forest Products Ltd. (“Canfor”)
for $117.3 million. BCC is the exclusive supplier of sodium
chlorate to Canfor’s Prince George pulp and paper mills,
as well as a supplier to third parties. The acquisition expands
and diversifies Chemtrade’s existing operations and earnings
on a product, geographic and customer basis, improving the
stability of its earnings stream.
The acquisition is structured
to include 10-year exclusive contracts under which Canfor will
purchase the majority of
the BCC Business’ production of sodium chlorate and pay
a fee for the processing of the soap skimmings from Canfor’s
plants into crude tall oil (“CTO”). The majority
of the BCC Business’ remaining sodium chlorate is sold
under multi-year contracts to third parties. The contractual
nature of the majority of the BCC Business is expected to contribute
a consistent level of earnings to Chemtrade.
On a pro forma
basis, for the six months ended June 30, 2003, the BCC Business
acquisition would have increased Chemtrade’s
basic distributable cash available by approximately $0.10,
or 11%, to $0.97 per unit from $0.87 prior to the acquisition.
On a fully diluted basis, Chemtrade’s distributable cash
available would have increased by approximately $0.09, or 10%,
to $0.95 per unit for the same six-month period.
Following
acquisition closing, Chemtrade intends to increase its expected
annual distribution rate by $0.04 to $1.80 per
unit. It is expected that the increase will be implemented
by increasing each of the four supplemental quarterly distributions
by $0.01 per unit. Consistent with its conservative distribution
policy, Chemtrade will improve the stability of its distributions
to unitholders by increasing the holdback of distributable
cash post closing of the acquisition and only increasing the
payout ratio when it is determined to be appropriate.
$86.4
Million Subscription Receipt Offering
Chemtrade has entered into
an agreement to sell, to a syndicate of underwriters led by CIBC
World Markets Inc., 5,860,000 Subscription
Receipts, at $14.75 per Subscription Receipt for gross proceeds
of approximately $86.4 million. The Subscription Receipts are
exchangeable for Chemtrade Units on a one-for-one basis upon
the closing of the acquisition of the BCC Business.
BCC Business
The BCC Business is currently, and
will continue to be, Canfor’s exclusive
supplier of sodium chlorate and processor of soap skimmings into CTO. The production
of sodium chlorate is the primary component of the BCC Business, with CTO production
comprising only a small part. Sodium chlorate is used as a bleaching agent in
the production of pulp. CTO is used as an alternative fuel to natural gas but,
more importantly, permits mills providing the feedstock to operate at higher
capacity.
A key element of the transaction is Canfor’s
10-year purchase contracts that cover the majority of the output
from the BCC Business. The sodium
chlorate
agreement requires Canfor to purchase a minimum volume at a price, which is
subject to adjustment on a dollar-for-dollar basis for cost changes
in the primary inputs.
The CTO agreement is structured as a fee arrangement, which is also similarly
subject to adjustment for changes in the costs of processing the soap skimmings.
Mark
Davis, President and Chief Executive Officer of Chemtrade, said
the acquisition is an excellent addition to Chemtrade and is consistent
with its business model. “We
are very pleased to be entering into a long term relationship with Canfor.
The BCC Business has been a critical supplier to Canfor for many
years and will continue
to be in the future. Our 10-year agreements with Canfor link the fees Canfor
pays to the major input costs, thereby substantially mitigating price and volume
risks for Chemtrade. Since Canfor purchases the majority of the output, this
operation will produce high quality stable earnings for Chemtrade and its unitholders.”
The
BCC Business being acquired by Chemtrade is located in Prince George, British
Columbia adjacent to the Canfor Intercontinental Mill. The production utilizes
state-of-the-art manufacturing processes and is just completing an upgrade.
The BCC Business has 36 full time employees.
For the six months ended June
30, 2003, the BCC business generated revenue of approximately $24.9
million and EBITDA of approximately $10.1 million.
From 2000
to 2002, BCC increased revenue and EBITDA at CAGR’s of 5.5% and 14.1%,
respectively, reaching revenue of $52.4 million and EBITDA of $20.1 million
in 2002.
Increasing Distributions per Unit
On a pro forma
basis, for the six months ended June 30, 2003, basic distributable
cash available for the combined businesses would
have been $0.97 per unit,
an increase of approximately $0.10, or 11%, per unit on a standalone basis,
prior
to the BCC Business acquisition. On a fully diluted basis, Chemtrade’s
distributable cash available would have increased approximately $0.09, or
10%, to $0.95 per unit, for the same six-month period.
Mr. Davis said that, “Since
our IPO in July 2001, Chemtrade’s conservative
distribution policy has allowed us to plan for the future while still increasing
annual distributions by approximately 18% over our first two years. This
year has been particularly challenging due to the ongoing Inco strike and
the rapid
increase in the value of the Canadian dollar. Consistent with our conservative
policy, we are pleased to announce our plan to increase our supplemental
quarterly distribution by $0.01 to $0.12 per unit effective with our third
quarter (payable
at the end of October 2003), increasing the annual distribution rate by
$0.04 to $1.80 per unit, assuming closing of the acquisition before the
end of
August. As indicated by the pro formas we expect the BCC Business to contribute
substantially
more than this initial increase in our distribution, thus increasing our
holdback cushion. Once the Inco strike settles we will examine the amount
of distributable
cash being generated and consider whether a further increase in distributions
is sustainable and therefore warranted.”
Details of Offering
The Subscription Receipts
are exchangeable on a one-for-one basis for units of the Fund on
the closing of the acquisition of the
BCC Business. The
Subscription Receipts will be issued by way of short form prospectus to
be filed with
securities regulatory authorities across Canada. The Subscription Receipts
have not been
and will not be registered under the United States Securities Act of 1933
and may not be offered or sold in the United States.
Closing of the Offering
is expected to occur on August 15, 2003, approximately two weeks
before the expected closing of the acquisition of the BCC Business
on August 29, 2003. The net proceeds of the Offering, combined with a $40
million committed increase in Chemtrade’s term credit facility, will
fully fund the acquisition.
If the acquisition is completed in August 2003
as expected, purchasers of the Subscription Receipts who hold their securities
on the relevant
record
dates
will be eligible for both the August monthly distribution, paid at the
end of September to holders of record at the end of August and the third
quarter
supplemental
distribution declared in mid-October and paid at the end of October.
About
Chemtrade
Chemtrade Logistics removes or produces four
major products – sulphuric
acid, liquid sulphur dioxide and elemental sulphur (collectively, “Commercial
By-Products”) and sodium hydrosulphite (“SHS”). Chemtrade
is the largest North American producer and marketer of SHS, a high
value sulphur-based
product, and is the largest North American independent provider of
removal and marketing services for Commercial By-Products.
The statements
contained in this news release that are forward-looking
are based on current expectations, and are subject to a number of
uncertainties and risks,
and actual results may differ materially. These uncertainties and
risks include,
but are not limited to: the dependence on certain key suppliers,
competitive pressures and changes in market activity, risks associated
with international
operations and foreign exchange, legal proceedings, environmental,
health and safety and other regulatory requirements. Further information
can
be found
in the disclosure documents filed by Chemtrade Logistics Income Fund
with the securities
regulatory authorities, available at www.sedar.com.
A conference call to discuss the acquisition
will be webcast live on http://www.newswire.ca/webcast on Wednesday,
July 30, 2003 at 9:00 a.m. EST.
For
further information:
|
Mark
Davis
President and CEO
Tel:
(416) 496-4176
|
Victor
Wells
Vice President, Finance & CFO
Tel:
(416) 496-4177
|
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