Chemtrade to Sell Two Specialty Chemical Businesses to Vertellus
TORONTO, September 30, 2021 — Chemtrade Logistics Income Fund (TSX: CHE.UN) (“Chemtrade”) announced today that it has entered into a definitive agreement to sell its Potassium Chloride (KCl) and Vaccine Adjuvants businesses to Vertellus, a manufacturer of specialty products for various consumer goods, food and agriculture, healthcare and industrial markets, for approximately US$155 million. The transaction is expected to close during the fourth quarter of 2021 and is subject to customary closing conditions.
Vertellus, a Pritzker Private Capital (“PPC”) company, is acquiring businesses from Chemtrade that produce specialty ingredients essential in the efficacy of medications for hypertension and diabetes, production of next-generation biologics and improving the effectiveness of certain vaccines. The businesses, which had been classified as Assets Held for Sale in Chemtrade’s financial statements, are part of Chemtrade’s Water Solutions and Specialty Chemicals (WSSC) segment and are located in Midlothian, Texas (KCl) and Berkeley Heights, New Jersey (Vaccine Adjuvants).
Scott Rook, President and CEO of Chemtrade, said, “These are both good businesses, which have benefitted from our recent capital investment that expanded and upgraded both plants. As a strategic buyer, Vertellus will be able to add further value and will benefit from the skilled teams at both locations. We are confident that Vertellus and PPC will take the strong platform that we have built and make the businesses even stronger.”
Chemtrade will use the net proceeds of the sale to reduce bank debt. Based upon the midpoint of guidance for 2021 provided by Chemtrade in August 2021, and after making a pro-forma adjustment for the loss of a full year’s EBITDA of the disposed businesses, this repayment will reduce Chemtrade’s senior Debt:EBITDA ratio by approximately 0.7 times.
Due to the anticipated timing of the closing of this transaction, the sale will not have a material impact on Chemtrade’s 2021 reported distributable cash after maintenance capital expenditures. These businesses generated approximately US$14.3 million of EBITDA during the twelve months ended June 30, 2021.
Chemtrade’s management and Board of Trustees thank the employees at Midlothian and Berkeley Heights for their dedication and their commitment to operational excellence and wish them well.
BMO Capital Markets is acting as financial advisor to Chemtrade in connection with the transaction.
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.
Headquartered in Indianapolis, The Vertellus group of companies was originally founded in 1857 as a manufacturer of niche specialty products. Today, Vertellus is one of the largest providers of unique specialty chemicals used in diverse applications, processes and market sectors, including personal care, healthcare, food & agriculture, performance coatings, paper additives, infrastructure and industrial specialties. With 1,000+ employees, Vertellus serves customers across the globe from 10 international manufacturing facilities. Vertellus is a Responsible Care® company. For more information, www.vertellus.com.
About Pritzker Private Capital
Pritzker Private Capital partners with middle-market companies based in North America with leading positions in the manufactured products, services and healthcare sectors. The firm’s differentiated, long-duration capital base allows for efficient decision-making, broad flexibility with transaction structure and investment horizon, and alignment with all stakeholders. Pritzker Private Capital builds businesses for the long term and is an ideal partner for entrepreneur and family owned companies. Pritzker Private Capital is a signatory to the United Nations Principles for Responsible Investment (PRI). For more information, visit www.ppcpartners.com.
Caution Regarding Forward-Looking Statements
Certain statements contained in this news release constitute forward-looking statements within the meaning of certain securities laws, including the Securities Act (Ontario). Forward-looking statements 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 statements in this news release include statements respecting certain future expectations about: the ability to close the transaction and timing thereof; the expected effect of repayment on Chemtrade’s senior Debt: EBITDA ratio; the expected effect on distributable cash after maintenance capital expenditures; the use of the sale proceeds; the use and timing of the litigation settlement proceeds;. Forward-looking statements in this news release describe the expectations of Chemtrade 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 Chemtrade’s latest Annual Information Form and the “RISKS AND UNCERTAINTIES” section of the Chemtrade’s most recent Management’s Discussion & Analysis.
Although Chemtrade 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, Chemtrade has made assumptions regarding: there being no significant disruptions affecting the operations of Chemtrade and its subsidiaries, whether due to labour disruptions, supply disruptions, power disruptions, transportation disruptions, damage to equipment or otherwise; the ability of Chemtrade to obtain products, raw materials, equipment, transportation, services and supplies in a timely manner to carry out its activities and at prices consistent with current levels or in line with Chemtrade expectations; the timely receipt of required regulatory approvals; the cost of regulatory and environmental compliance being consistent with current levels or in line with Chemtrade’s expectations; the ability of Chemtrade to successfully access tax losses and tax attributes; the ability of Chemtrade to obtain financing on acceptable terms; currency, exchange and interest rates being consistent with current levels or in line with Chemtrade’s expectations; and global economic performance.
Except as required by law, Chemtrade 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 statements 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:
Chief Financial Officer
Tel: (416) 496-4177
Business Development Manager
Tel: (973) 515-1831