CALGARY, Alberta – Tidewater Midstream and Infrastructure Ltd. (“Tidewater” or the “Company”) (TSX: TWM) is pleased to announce that it will be upsizing its previously announced bought deal public offering (the “Public Offering”) of units (“Units”). Under the Public Offering, a syndicate of underwriters (the “Underwriters”), led by CIBC Capital Markets, National Bank Financial, RBC Capital Markets and ATB Capital Markets, have agreed to buy on a bought deal basis 42,080,000 Units of the Company, at a price of $1.20 per Unit for gross proceeds of $50.5 million. The terms of the previously announced private placement (the “Private Placement”) remain unchanged. In total, the Company will issue $85 million of Units at a price of $1.20 per Unit (the “Issue Price”) under the Public Offering and Private Placement (collectively the “Offering”).
Each Unit will be comprised of one common share of the Company (each a “Common Share”) and one-half of one common share purchase warrant (each full warrant, a “Warrant”). Each Warrant will entitle the holder to acquire one Common Share from the Company at a price of $1.44 per Common Share for a period of 24 months following the closing of the Offering.
The Company has granted the Underwriters an option (the “Over-Allotment Option”), exercisable for a period of 30 days following the closing of the Public Offering, to purchase an additional 15% of the Public Offering to cover over-allotments, if any. This Over-Allotment Option may be exercised by the Underwriters for additional Units, Common Shares, Warrants or any combination of such securities (the “Securities”). Should the Over-Allotment Option be exercised, the subscribers under the Private Placement will have the option to purchase on a pro-rata basis additional Securities that are purchased by the Underwriters pursuant to the Over-Allotment Option.
Proceeds from the Offering and other borrowing facilities, will be used to repay Tidewater’s existing senior unsecured notes due December 19, 2022 and second lien term loan due October 31, 2022.
The Offering is expected to close on or about August 16, 2022 and closing of each of the Public Offering and Private Placement will be subject to, among other things, customary conditions, the concurrent closing of the other and the Company entering into the expanded senior credit facility. The Offering is subject to the approval of the Toronto Stock Exchange (“TSX”).
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful. The securities 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 thereunder.
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, crude oil, refined product, and renewable energy value chain. Its strategy is to profitably grow and create shareholder value through the acquisition and development of conventional and renewable energy infrastructure. To achieve its business objective, Tidewater is focused on providing customers with a full service, vertically integrated value chain through the acquisition and development of energy infrastructure, including downstream facilities, natural gas processing facilities, natural gas liquids infrastructure, pipelines, railcars, export terminals, storage, and various renewable initiatives. To complement its infrastructure asset base, the Company also markets crude, refined product, natural gas, NGLs and renewable products and services to customers across North America.
Tidewater is a majority shareholder in Tidewater Renewables, a multi-faceted, energy transition company focusing on the production of low carbon fuels. Tidewater Renewables’ common shares are publicly traded on the TSX under the symbol “LCFS”.
For more information, please contact:
|Joel Macleod, Chairman & Chief Executive Officer||Brian Newmarch, Chief Financial Officer|
|Tidewater Midstream and Infrastructure Ltd.||Tidewater Midstream and Infrastructure Ltd.|
|Phone: (587) 475-0210||Phone: (587) 315-8368|
|Email: email@example.com||Email: firstname.lastname@example.org|