CALGARY, AB – Tidewater Midstream and Infrastructure Ltd. (“Tidewater” or the “Company”) (TSX: TWM) announces the exercise and successful closing of the over-allotment option (the “Over-Allotment Option”) of its recently completed non-brokered private placement offering of Units (as defined below). Pursuant to the Over-Allotment Option, Birch Hill Private Equity Partners Management Inc. and certain affiliated entities controlled by Birch Hill (collectively, “Birch Hill”), a fund managed and advised by Kicking Horse Capital Inc. and officers of the Company have subscribed for an additional 3,020,833 Units at a price of $1.20 per Unit (the “Offering Price”) for aggregate gross proceeds of $3,624,999.60 (the “Over-Allotment Offering”).
The Over-Allotment Option was granted to the original subscribers under the non-brokered private placement offering that closed on August 16, 2022 in connection with the Company’s repayment of its $125 million senior unsecured notes due December 19, 2022 and $20 million second lien term loan.
Each Unit is 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 entitles the holder to acquire one Common Share from the Company at a price of $1.44 per Common Share until August 16, 2024.
The involvement of management and Birch Hill in the Over-Allotment Offering are “related party transactions” within the meaning of MI 61-101 and the Company is relying on the exemptions in sections 5.5(a) and 5.7(a) [Fair Market Value Not More Than 25% of Market Capitalization] of MI 61-101 in connection with such transactions, as the aggregate fair market value of such transactions does not exceed 25% of the Company’s current market capitalization, as determined in accordance with MI 61-101. Readers are directed to the Material Change Report filed on SEDAR on August 8, 2022 for further information relating to the “related party transactions” involving Birch Hill and management. Readers are also directed to the Early Warning Report filed on SEDAR by Birch Hill on August 2, 2022 for more information regarding the Birch Hill holdings.
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.
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.