Chemtrade Logistics Income Fund Announces $100 Million Convertible Debenture Bought Deal Financing and Intention to Partially Redeem 4.75% Convertible Unsecured Debentures due May 31, 2024
Not for distribution to U.S. news wire services or dissemination in the United States.
TORONTO, Ontario – (February 27, 2023) — Chemtrade Logistics Income Fund (“Chemtrade” or the “Fund”) (TSX: CHE.UN) announced today a public offering (the “Offering”), on a “bought deal” basis, of $100 million principal amount of convertible unsecured subordinated debentures, at a price of $1,000 per debenture, with an interest rate of 7.00% per annum, payable semi-annually in arrears on the last day of June and December commencing on June 30, 2023 (the “Debentures”). The Debentures will mature on June 30, 2028. The completion of the Offering is subject to normal regulatory approvals, including approval of the TSX, and is expected to close on or about March 8, 2023.
The net proceeds of the Offering are intended to be used to fund the partial redemption of its 4.75% convertible unsecured subordinated debentures due May 31, 2024 (the “2024 Debentures”), and for general trust purposes. Pending any such use, the net proceeds of the Offering may temporarily be used to reduce indebtedness under the Fund’s credit agreement or held in short term investments.
The Offering is being made through a syndicate of underwriters led by Scotiabank, TD Securities Inc. and BMO Capital Markets. The Fund has also granted the underwriters the option to purchase up to $15 million principal amount of additional Debentures at a price of $1,000 per Debenture to cover over-allotments, exercisable in whole or in part any time up to 30 days following closing of the Offering.
The Debentures will be convertible at the holder’s option into fully paid and non-assessable freely tradeable Units at a conversion price of $12.85 per Unit (the “Conversion Price”). The Debentures will not be redeemable before June 30, 2026. On or after June 30, 2026 and prior to June 30, 2027, the Debentures may be redeemed in whole or in part from time to time at the option of the Fund 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 Units on 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. On or after June 30, 2027, the Debentures may be redeemed at the option of the Fund at any time at par plus accrued and unpaid interest, if any, to but excluding the date of redemption.
Chemtrade intends to redeem (the “Redemption”) $100 million principal amount of its 2024 Debentures, no later than 60 days after the closing of the Offering. The 2024 Debentures are redeemable prior to maturity at the option of the Fund for an amount equal to $1,000 for each $1,000 principal amount of the 2024 Debentures plus accrued and unpaid interest up to but excluding the redemption date. Chemtrade intends to provide a formal notice of redemption to the holders of the 2024 Debentures in accordance with the terms and conditions of the trust indenture governing the 2024 Debentures, which will set out the price at which the 2024 Debentures shall be redeemed as well as the redemption date. As of the close of trading on February 24, 2023, the aggregate principal amount of the 2024 Debentures outstanding was $201.1 million. Chemtrade may subsequently redeem all of the remaining 2024 Debentures in advance of their maturity date. The timing and source of funding for any such subsequent redemptions will be determined in the Fund’s discretion.
The Debentures will be offered in all of the provinces and territories of Canada by way of a shelf prospectus supplement to the Fund’s base shelf prospectus dated August 15, 2022 and may also be offered to qualified institutional buyers pursuant to Rule 144A in the United States.
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. This news 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.
Chemtrade operates a diversified business providing industrial chemicals and services to customers in North America and around the world. Chemtrade is one of North America’s largest suppliers of sulphuric acid, spent acid processing services, inorganic coagulants for water treatment, sodium chlorate, sodium nitrite, sodium hydrosulphite and phosphorus pentasulphide. Chemtrade is also the largest producer of high purity sulphuric acid for the semiconductor industry in North America. Chemtrade is a leading regional supplier of sulphur, chlor-alkali products, liquid sulphur dioxide, and zinc oxide. Additionally, Chemtrade provides industrial services such as processing by-products and waste streams.
Caution Regarding Forward-Looking Statements
Certain statements contained in this news release constitute forward-looking information within the meaning of certain securities laws, including the Securities Act (Ontario). Forward-looking information can be generally identified by the use of words such as “anticipate”, “continue”, “estimate”, “expect”, “expected”, “intend”, “may”, “will”, “project”, “plan”, “should”, “believe” and similar expressions. Specifically, forward-looking information in this news release include statements respecting certain future expectations about: the Fund’s ability to close the Offering; the anticipated closing date of the Offering; the Fund’s intention to partially redeem its 2024 Debentures and the expected timing and source of funding thereof; and any subsequent redemption of the remaining 2024 Debentures including the timing and source of funding thereof. Forward-looking statements in this news release describe the expectations of the Fund and its subsidiaries as of the date hereof. These statements are based on assumptions and 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 for a variety of reasons, including without limitation the risks and uncertainties detailed under the “Risk Factors” section of the Fund’s latest Annual Information Form and the “Risks and Uncertainties” section of the Fund’s most recent Management’s Discussion & Analysis.
Although the Fund believes the expectations reflected in these forward-looking statements and the assumptions upon which they are based are reasonable, no assurance can be given that actual results will be consistent with such forward-looking statements, and they should not be unduly relied upon. With respect to the forward-looking statements contained in this news release, the Fund has made assumptions regarding: the timing and completion of the Redemption; there being no significant disruptions affecting the operations of the Fund and its subsidiaries; the timely receipt of required regulatory approvals; and global economic performance.
Except as required by law, the Fund does not undertake to update or revise any forward-looking statements, whether as a result of new information, future events or for any other reason. The forward-looking information contained herein are expressly qualified in their entirety by this cautionary statement.
Further information can be found in the disclosure documents filed by the Fund with the securities regulatory authorities, available at www.sedar.com.
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For further information:
Chief Financial Officer
Tel: (416) 496-4177
Business Development Manager
Tel: (973) 515-1831