TORONTO, ONTARIO–(Marketwired – Oct. 12, 2017) – Superior Plus Corp. (“Superior”) (TSX:SPB) is pleased to announce that its wholly-owned subsidiary Superior Plus LP (“Superior LP”) has, pursuant to an underwriting agreement entered into today, agreed to issue and sell an additional CDN $150 million principal amount of its 5.25% Senior Unsecured Notes due February 27, 2024 (the “Notes”) by way of private placement (the “Private Placement”) under the indenture pursuant to which Superior LP previously issued CDN $250 million of Notes on February 27, 2017. The additional Notes will be issued at $1,015 per $1,000 principal amount and interest thereon will be payable semi-annually in arrears in equal instalments on February 27 and August 27 of each year with the first interest payment commencing on February 27, 2018. The additional Notes will form a single series with the previously issued Notes. The Private Placement is expected to close on or about October 16, 2017, subject to customary closing conditions.
The net proceeds from the issuance of the additional Notes will be used to fund the redemption of Superior’s issued and outstanding 6.00% convertible unsecured subordinated debentures due June 30, 2019 (of which there is $97 million aggregate principal amount outstanding) (the “6.00% Debentures”), and to initially repay drawn amounts under Superior LP’s syndicated revolving credit facility, which can be redrawn for general corporate purposes. The redemption of the 6.00% Debentures is being completed on November 15, 2017 (the “Redemption Date”) in accordance with the terms of the indenture governing the 6.00% Debentures at a redemption price which is equal to the outstanding principal amount of the 6.00% Debentures to be redeemed, together with all accrued and unpaid interest thereon up to, but excluding, the Redemption Date, being $1,022.6849 per $1,000.00 principal amount of the 6.00% Debentures. The 6.00% Debentures that are redeemed will cease to bear interest from and after the Redemption Date.
Pursuant to the terms of the indenture governing the 6.00% Debentures, holders of the 6.00% Debentures have the right until the last business day prior to the Redemption Date to convert their 6.00% Debentures into common shares of Superior (“Common Shares”) at a conversion price of $16.75, being a rate of 59.7015 Common Shares per $1,000 principal amount of 6.00% Debentures.
National Bank Financial Inc., CIBC World Markets Inc. and BMO Nesbitt Burns Inc. are acting as joint book-running managers for the Private Placement which also includes Scotia Capital Inc., TD Securities Inc., Raymond James Ltd., Canaccord Genuity Corp., AltaCorp Capital Inc., Casgrain & Company Ltd., and Cormark Securities Inc. as co-managers.
The offer and sale of the Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws, and the Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The Notes have not been and will not be qualified for sale to the public under applicable Canadian securities laws and, accordingly, any offer and sale of the Notes in Canada will be made on a basis exempt from the prospectus requirements of such securities laws.
This press release does not constitute an offer to sell or an offer to purchase, or a solicitation of an offer to sell or an offer to purchase, the Notes. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, purchase or sale would be unlawful.
About the Corporation
Superior consists of two primary operating businesses: Energy Distribution includes the distribution of propane and distillates, and supply portfolio management; and Specialty Chemicals includes the manufacture and sale of specialty chemicals.
For further information about Superior, please visit our website at: www.superiorplus.com.
Forward Looking Information
Certain information included herein is forward-looking, within the meaning of applicable Canadian securities laws. Such information is typically identified by words such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “plan”, “intend”, “forecast”, “future”, “guidance”, “may”, “predict”, “project”, “should”, “strategy”, “target”, “will” or similar expressions suggesting future outcomes. Forward-looking information in this news release includes the expected closing date and the use of the net proceeds of the Private Placement and the redemption of the 6.00% Debentures. Superior believes the expectations reflected in such forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and such information should not be unduly relied upon.
Forward-looking information is not a guarantee of future performance. By its very nature, forward-looking information involves inherent assumptions, risks and uncertainties, both general and specific, and risks that predictions, forecasts, projections and other forward-looking information will not be achieved. These risks include, but are not limited to, those identified in Superior’s 2016 Annual Information Form under the heading “Risk Factors”. Should one or more of these risks and uncertainties materialize, or should assumptions described above prove incorrect, Superior’s actual performance and results in future periods may differ materially from any projections of future performance or results expressed or implied by such forward-looking information. We caution readers not to place undue reliance on this information as a number of important factors could cause the actual results to differ materially from the beliefs, plans, objectives, expectations and anticipations, estimates and intentions expressed in such forward-looking information.
Forward-looking information contained in this news release is provided for the purpose of providing information about management’s goals, plans and range of expectations for the future and may not be appropriate for other purposes. Any forward-looking information is made as of the date hereof and, except as required by law, Superior does not undertake any obligation to publicly update or revise such information to reflect new information, subsequent or otherwise.
Senior Vice President and Chief Financial Officer
Vice President, Investor Relations and Treasurer
(416) 340-6003 or Toll Free: 1-866-490-PLUS (7587)