CALGARY, AB – Tidewater Midstream and Infrastructure Ltd. (“Tidewater” or the “Company”) (TSX: TWM) announces that its syndicate of underwriters (the “Underwriters”) led by CIBC Capital Markets, National Bank Financial, RBC Capital Markets and ATB Capital Markets Inc. have fully exercised their over-allotment option (the “Over-Allotment Option”) to acquire an additional 6,312,000 units (“Units”) at a price of $1.20 per Unit for additional gross proceeds of $7,574,400.
The Over-Allotment Option was granted to the Underwriters in connection with Tidewater’s previously announced bought deal financing, which included a public offering of 42,080,000 Units at a price of $1.20 per Unit (the “Offering”). Under the terms of the Offering, the Underwriters were granted the Over-Allotment Option, which was exercisable in whole or in part for a period of 30 days following the closing date of the Offering, to purchase up to an additional 6,312,000 Units at a price of $1.20 per Unit for market stabilization purposes and to cover over-allotments.
The exercise of the Over-Allotment Option brings the total number of Units issued pursuant to the Offering to 48,392,000 and aggregate gross proceeds to the Company of $58,070,400.
Additionally, subscribers of the previously announced private placement have the ability to participate in an over allotment option (“Private Over-Allotment Option”) for up to 30 days following transaction closing. The Private Over-Allotment Option allows private placement subscribers to purchase up to an additional 4,312,500 units for potential gross proceeds of $5,175,000.
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.
Second Lien Facility Cancelled
As a result of the exercise of the Underwriters’ Over-Allotment Option and the increase in proceeds, the Company expects to cancel the previously proposed second lien facility concurrent to the Offering’s close. Proceeds from the Offering, the private placement and its 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 and the Over-Allotment Option is expected to close on or about August 16, 2022 and the 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.