Chemtrade Logistics Income Fund Announces $65 Million Convertible Debenture Bought Deal Financing
Not for distribution to U.S. news wire services or dissemination in the United States.
Toronto, Ontario – (August 19, 2020) — Chemtrade Logistics Income Fund (“Chemtrade” or the “Fund”) (TSX: CHE.UN) announced today a public offering (the “Offering”), on a “bought deal” basis, of $65 million principal amount of convertible unsecured subordinated debentures, at a price of $1,000 per debenture, with an interest rate of 8.50% per annum, payable semi-annually on the last day of March and September commencing on March 31, 2021 (the “Debentures”). The Debentures will mature on September 30, 2025.
Chemtrade intends to redeem (the “Partial Redemption”) $90 million principal amount of its 5.25% convertible unsecured subordinated debentures due June 30, 2021 (the “2021 Debentures”), no later than September 30, 2020. As at the close of trading on August 18, 2020, the aggregate principal amount of the 2021 Debentures outstanding was $126.5 million. The 2021 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 2021 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 2021 Debentures in accordance with the terms and conditions of the trust indenture governing the 2021 Debentures, which will set out the price at which the 2021 Debentures shall be redeemed as well as the redemption date.
The net proceeds of the Offering, together with borrowings of up to $30 million from the Fund’s existing credit agreement (the “Credit Facility”), are intended to be used to fund the Partial Redemption of the 2021 Debentures and, pending any such use, will be used to repay indebtedness under the Credit Facility.
Chemtrade also announced today that it intends to establish an “at-the-market” equity program (the “ATM Program”) pursuant to which the Fund may sell units (“Units”) from treasury to the public from time to time, at the Fund’s discretion. Any Units sold pursuant to the ATM Program will be sold through the Toronto Stock Exchange (“TSX”) at the prevailing market price at the time of sale. Sales of Units under the ATM Program, if any, will be made pursuant to a prospectus supplement to the Fund’s short form base shelf prospectus dated July 10, 2020 (the “Base Shelf Prospectus”). The volume and timing of any distributions under the ATM Program, if any, will be determined in the Fund’s sole discretion.
It is expected that following the closing of the Offering and upon completion of the Partial Redemption, approximately $36.5 million of the 2021 Debentures will remain outstanding. Chemtrade intends to subsequently redeem all of the remaining 2021 Debentures well in advance of their maturity date and anticipates using funds generated from operations and proceeds from the Fund’s Distribution Reinvestment Plan and the ATM Program to fund such subsequent redemption.
The Offering is being made through a syndicate of underwriters led by BMO Capital Markets, CIBC Capital Markets, National Bank Financial Inc., RBC Capital Markets, Scotiabank, and TD Securities Inc.
The Fund has also granted the underwriters the option to purchase up to $9.75 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 $7.35 per Unit (the “Conversion Price”). The Debentures will not be redeemable before September 30, 2023. On or after September 30, 2023 and prior to September 30, 2024, 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 September 30, 2024, 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.
The completion of the Offering is subject to normal regulatory approvals, including approval of the TSX, and is expected to close on or about August 26, 2020.
The Debentures will be offered in all of the provinces and territories of Canada by way of a shelf prospectus supplement to the Base Shelf Prospectus 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 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.
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 a leading regional supplier of sulphur, chlor-alkali products, liquid sulphur dioxide, potassium chloride, 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 redeem $90 million of its 2021 Debentures and the expected manner of funding thereof, including borrowings from the Credit Facility together with the net proceeds of the Offering; the Fund’s intention to establish an “at-the-market” equity distribution program and the expected timing for such program; and the Fund’s intention to subsequently redeem the remaining 2021 Debentures prior to maturity and the expected manner 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 Partial 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:
President & CEO
Tel: (416) 496-4176
Vice President, Finance & CFO
Tel: (416) 496-4177