Tidewater Midstream and Infrastructure Ltd. (“Tidewater” or the “Corporation”) (TSX: TWM) is pleased to announce that at the annual general and special meeting held in Calgary, Alberta on June 29, 2020 (the “Meeting”) holders of common shares of Tidewater: (i) elected Joel MacLeod, Stephen Holyoake, Douglas Fraser, Margaret A. (Greta) Raymond, Robert Colcleugh, Michael Salamon and Neil McCarron to the Board of Directors; (ii) re-appointed Deloitte LLP, as Tidewater’s auditors; (iii) approved the unallocated options under the Corporation’s stock option plan; and (iv) passed the non-binding advisory vote on the Corporation’s approach to executive compensation.
Further disclosure on the matters approved at the Meeting can be found in the Management Information Circular dated May 26, 2020 and the Report of Voting Results for the Meeting on SEDAR.
Election of Two New Directors
The Corporation is pleased to announce that at the Meeting Mr. Michael Salamon and Mr. Neil McCarron, both of Birch Hill Equity Partners Management Inc. (“Birch Hill”), were elected to the Board of Directors. The election of Messrs Salamon and McCarron will add significant capital allocation experience and financial acumen to complement an already strong board with a diverse set of skills. The Board and Management look forward to continuing to work with Birch Hill, Tidewater’s largest shareholder, and its representatives.
Tidewater is pleased to announce that while general economic conditions gradually recover it reiterates its forecasted Adjusted EBITDA guidance to range from $175 million – $185 million for the full year 2020. Year-end net debt to Adjusted EBITDA, assuming closing of the previously announced sale of the Pioneer Pipeline, is expected to be approximately 3.0x to 3.5x.
Environmental, Social and Governance Disclosure Update
The Corporation remains committed to improve its Environmental, Social and Governance (“ESG”) performance and disclosure by investing in infrastructure to increase energy and natural resource efficiency, reduce emissions, enhance environmental performance and by posting ESG metric disclosure on its website. Tidewater’s ESG Committee meets weekly and has now developed a website interface for all stakeholders to view its ESG performance metrics. This information is available at www.tidewatermidstream.com/esg/.
Tidewater is traded on the TSX under the symbol “TWM”. Tidewater’s business objective is to build a diversified midstream and infrastructure company in the North American natural gas, natural gas liquids and crude oil space. Its strategy is to profitably grow and create shareholder value through the acquisition and development of oil and gas infrastructure. Tidewater plans to achieve its business objective by providing customers with a full service, vertically integrated value chain through the acquisition and development of oil and gas infrastructure including: refineries, gas plants, pipelines, railcars, trucks, export terminals and storage facilities.
Advisory Regarding Forward-Looking Statements
In the interest of providing Tidewater’s shareholders and potential investors with information regarding Tidewater, including management’s assessment of Tidewater’s future plans and operations, certain statements in this press release are “forward-looking information” within the meaning of applicable Canadian securities legislation (“forward-looking statements”). In some cases, forward-looking statements can be identified by terminology such as “anticipate”, ”believe”, “continue”, “could”, “estimate”, “expect”, “forecast”, “intend”, “may”, “objective”, ”ongoing”, “outlook”, “potential”, “project”, “plan”, “should”, “target”, “would”, “will” or similar words suggesting future outcomes, events or performance. The forward-looking statements contained in this press release speak only as of the date thereof and are expressly qualified by this cautionary statement.
Specifically, this press release contains forward-looking statements relating to but not limited to Tidewater’s future financial position including forecasted Adjusted EBITDA and net debt to Adjusted EBITDA. These forward-looking statements are based on certain key assumptions regarding, among other things: Tidewater’s ability to execute on its business plan; the timely receipt of all governmental and regulatory approvals for its proposed transactions; that there are no unforeseen material changes related to the Corporation’s divestiture of the Pioneer Pipeline, the outlook for general economic trends, industry trends and commodity prices. Readers are cautioned that such assumptions, although considered reasonable by Tidewater at the time of preparation, may prove to be incorrect.
Actual results achieved will vary from the information provided herein as a result of numerous known and unknown risks and uncertainties and other factors. These known and unknown risks and uncertainties, include, but are not limited to: the regulatory environment and decisions; the possibility that governmental policies or laws may change or governmental approvals may be delayed or withheld; failure to negotiate and conclude any required commercial agreements or to close the sale of the Pioneer Pipeline as planned and on the negotiated terms; non-performance of agreements in accordance with their terms; the impact of competitive entities and pricing; reliance on key industry partners, alliances and agreements; the continuation or completion of third-party projects; actions by governmental or regulatory authorities including changes in tax laws and treatment, construction delays; labour and material shortages; and certain other risks detailed from time to time in Tidewater’s public disclosure documents including, among other things, those detailed under the heading “Risk Factors” in Tidewater’s most recent management’s discussion and analysis and annual information form for the year ended December 31, 2019. In addition, the effects and impacts of the recent COVID-19 pandemic on Tidewater’s business, the global economy and markets are unknown at this time and could cause Tidewater’s actual results to differ materially from the forward-looking statements in this press release
The above summary of assumptions and risks related to forward-looking statements in this press release has been provided in order to provide shareholders and potential investors with a more complete perspective on Tidewater’s current and future operations and such information may not be appropriate for other purposes. There is no representation by Tidewater that actual results achieved will be the same in whole or in part as those referenced in the forward-looking statements and Tidewater does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities law.
This press release refers to Adjusted EBITDA and net debt which are supplemental financial measures (“Non-GAAP Measures”) that do not have standardized meanings under International Financial Reporting Standards (“IFRS”) representing GAAP. Since Non-GAAP Measures do not have a standardized meaning prescribed by GAAP and are therefore unlikely to be comparable to similar measures presented by other companies, securities regulators require that Non-GAAP Measures are clearly defined, qualified and reconciled to their nearest GAAP measure. These Non-GAAP Measures are calculated and disclosed on a consistent basis from period to period. Specific adjusting items may only be relevant in certain periods. The intent of Non-GAAP Measures is to provide additional useful information respecting Tidewater’s financial and operations performance to investors though the measures do not have any standardized meaning under IFRS. The measures should not therefore be considered in isolation or used in substitute for measures of performance prepared in accordance with IFRS. Other issuers may calculate these Non-GAAP Measures differently.
Investors should be cautioned that these measures should not be construed as alternatives to revenue, earnings, cash flow from operating activities, gross profit or other measures of financial results determined in accordance with GAAP as an indicator of Tidewater’s performance. For additional information regarding Non-GAAP Measures, please refer to Tidewater’s financial reports which are available on SEDAR at www.sedar.com.
2020E Adjusted EBITDA for Tidewater standalone is further described in the “Non-GAAP Measures” section of Tidewater’s most recent MD&A which is available on SEDAR.
Net debt is defined as bank debt, notes payable and convertible debentures, less cash.