Chemtrade Logistics Income Fund Completes $201.25 Million Public Offering of Convertible Debentures Bought Deal
Not for distribution to U.S. news wire services or dissemination in the United States.
TORONTO, Ontario, May 2, 2017 – Chemtrade Logistics Income Fund (TSX: CHE.UN) (“Chemtrade” or the “Fund”) announced today that it has completed its previously-announced public offering of $201.25 million principal amount of 4.75% convertible unsecured subordinated debentures (the “Debentures”) due May 31, 2024, which includes the exercise in full of the over-allotment option of $26.25 million aggregate principal amount of Debentures. The Debentures are convertible, at the option of the holder, into trust units of Chemtrade at a conversion price of $26.70 per unit. The Debentures were sold to a syndicate of underwriters led by BMO Capital Markets on a bought deal basis.
Chemtrade will use the net proceeds of the offering to repay existing indebtedness under its credit facility and will be used by the Fund to fund:
- acceptances of the previously announced Change of Control Offers for the Chemtrade Electrochem Inc. (formerly Canexus Corporation) (“Chemtrade Electrochem”):
- 5.75% convertible unsecured subordinated Series IV debentures due December 31, 2018 (the “5.75% Series IV Debentures”);
- 6.00% convertible unsecured subordinated Series V debentures due December 31, 2020 (the “6.00% Series V Debentures”);
- 6.50% convertible unsecured subordinated Series VI debentures due December 31, 2021 (the “6.50% Series VI Debentures”); and
- 7.875% senior unsecured notes due 2023 (the “Notes”);
- if the Change of Control Offer is not accepted with respect to any or all of the 5.75% Series IV Debentures, the redemption of all remaining 5.75% Series IV Debentures to effect a full repayment of all $60 million principal outstanding following completion of the Change of Control Offer;
- following completion of the Change of Control Offer of the Notes, the payment of the redemption price for up to 35% of the $110 million aggregate principal amount of the Notes provided that at least 65% of the aggregate principal amount of the Notes remains outstanding immediately after the proposed redemption;
- the redemption of Chemtrade’s 5.75% convertible unsecured subordinated debentures due December 31, 2018 (“5.75% Debentures“) to effect the full repayment of all $80 million principal outstanding; and
- for general trust purposes.
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 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 includes statements respecting certain future expectations about the Fund’s intended use of the proceeds. Forward-looking statements in this news release describe the expectations of the Fund and its subsidiaries as of the date hereof. 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 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: there being no significant disruptions affecting the operations of the Fund and its subsidiaries, whether due to labour disruptions, supply disruptions, power disruptions, transportation disruptions, damage to equipment or otherwise; and global economic performance.
The Fund disclaims any intention or obligation to update any forward-looking information even if new information becomes available, as a result of future events or for any other reason, except as required by law. 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 Chemtrade Logistics Income 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