/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
CALGARY, June 10, 2014 /CNW/ – Veresen Inc. (“Veresen“) (TSX: VSN) announced today that it has agreed to issue $200 million aggregate principal amount of senior unsecured medium term notes, Series 4 (the “2019 Notes“). The 2019 Notes will have a fixed interest rate of 3.06% per annum, payable semi-annually in arrears on June 13 and December 13 of each year, commencing on December 13, 2014, and will mature on June 13, 2019.
The net proceeds from the offering, together with general corporate funds, will be used by Veresen to redeem all of its outstanding $200 million aggregate principal amount of 5.60% senior unsecured notes Series 1 due July 28, 2014 (the “2014 Notes“). The offering is expected to close on or about June 13, 2014.
The 2019 Notes have been rated BBB (high) (stable) by DBRS Limited and BBB (stable) by Standard & Poor’s, a division of The McGraw Hill Companies, Inc.
The 2019 Notes are being offered through a syndicate of investment dealers co-led by CIBC, Scotiabank and TD Securities Inc., with CIBC and Scotiabank acting as joint bookrunners, and including National Bank Financial Inc., RBC Capital Markets and HSBC Securities (Canada) Inc., under Veresen’s Short Form Base Shelf Prospectus dated September 20, 2013, a related Prospectus Supplement dated December 9, 2013 and a Pricing Supplement to be dated June 10, 2014.
The redemption of the outstanding 2014 Notes will occur on the following terms:
Redemption Date: July 10, 2014
Redemption Price: $1,002.14 per $1,000 principal amount
Accrued and Unpaid Interest: $25.01 per $1,000 principal amount
Redemption Price plus Accrued and Unpaid Interest: $1,027.15 per $1,000 principal amount
The redemption price has been calculated in accordance with the provisions of the trust indenture governing the 2014 Notes and interest on the 2014 Notes will accrue to, but excluding, the redemption date. A notice of redemption will be delivered today to the registered holder of the 2014 Notes. In the event that the offering of the 2019 Notes is not completed, Veresen intends to finance the redemption of the 2014 Notes by drawing on its revolving credit facility.
This news release does not constitute an offer to sell or the solicitation of an offer to buy the notes in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The notes have not been approved or disapproved by any regulatory authority. The notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or any securities laws of any state of the United States and may not be offered, sold or delivered in the United States or to, or for the account or benefit of, a “U.S. person” (as such term is defined in Regulation S under the U.S. Securities Act) unless an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available.
About Veresen Inc.
Veresen is a publicly-traded dividend paying corporation based in Calgary, Alberta, that owns and operates energy infrastructure assets across North America. Veresen is engaged in three principal businesses: a pipeline transportation business comprised of interests in two pipeline systems, the Alliance Pipeline and the Alberta Ethane Gathering System; a midstream business which includes ownership interests in a world-class natural gas liquids extraction facility near Chicago, the Hythe/Steeprock complex and other natural gas and natural gas liquid processing energy infrastructure; and a power business with a portfolio of assets in Canada and the United States. Veresen is actively developing a number of greenfield projects and, in the normal course of its business, regularly evaluates and pursues acquisition and development opportunities.
Veresen’s common shares, Series A Preferred Shares, Series C Preferred Shares and 5.75% convertible unsecured subordinated debentures, Series C due July 31, 2017 are listed on the Toronto Stock Exchange under the symbols “VSN”, “VSN.PR.A”, “VSN.PR.C” and “VSN.DB.C”, respectively. For further information, please visit www.vereseninc.com.
Forward Looking Information
Certain information contained herein relating to, but not limited to, Veresen and its businesses and the offering of the medium term notes, constitutes forward-looking information under applicable securities laws. All statements, other than statements of historical fact, which address activities, events or developments that Veresen expects or anticipates may or will occur in the future, are forward-looking information. Forward-looking information typically contains statements with words such as “may”, “estimate”, “anticipate”, “believe”, “expect”, “plan”, “intend”, “target”, “project”, “forecast” or similar words suggesting future outcomes or outlook. Forward-looking statements in this news release include, but are not limited to, statements with respect to the redemption of the 2014 Notes, the timing of the completion of the offering and the use of the proceeds of the offering. Additional information on risks, uncertainties and factors that could affect Veresen’s operations or financial results is included in its filings with the securities commissions or similar authorities in each of the provinces of Canada, as may be updated from time to time. Readers are also cautioned that such additional information is not exhaustive. The impact of any one risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as these factors are independent and management’s future course of action would depend on its assessment of all information at that time. Although Veresen believes that the expectations conveyed by the forward-looking information are reasonable based on information available on the date of preparation, no assurances can be given as to future results, levels of activity and achievements. Undue reliance should not be placed on the information contained herein, as actual results achieved will vary from the information provided herein and the variations may be material. Veresen makes no representation that actual results achieved will be the same in whole or in part as those set out in the forward-looking information. Furthermore, the forward-looking statements contained herein are made as of the date hereof, and Veresen does not undertake any obligation to update publicly or to revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable laws. Any forward-looking information contained herein is expressly qualified by this cautionary statement.
SOURCE Veresen Inc.
For further information:
Director, Investor Relations
Phone: (403) 213-3633