North American Construction Group Ltd. Announces $55 Million Bought Deal Offering of 5.00% Convertible Unsecured Subordinated...
February 28 2019 - 4:00PM
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR
DISSEMINATION IN THE U.S.
North American Construction Group Ltd. (“NACG” or “ the Company”)
(TSX/NYSE: NOA) is pleased to announce that it has entered into an
agreement with a syndicate of underwriters (the “Underwriters”) led
by National Bank Financial Inc. under which the underwriters have
agreed to purchase $55,000,000 aggregate principal amount of
convertible unsecured subordinated debentures due March 31, 2026
(the “Debentures”) at a price of $1,000 per Debenture (the
“Offering”). In addition, the Company has granted the Underwriters
an over-allotment option to purchase up to an additional $8,250,000
aggregate principal amount of Debentures at the same price,
exercisable in whole or in part at any time for a period of up to
30 days following closing of the Offering, to cover
over-allotments.
The Debentures will be subordinated, unsecured
obligations of NACG and will bear interest at a rate of 5.00% per
annum, payable semi-annually in arrears on March 31 and September
30 of each year, commencing September 30, 2019. The Debentures will
be convertible at any time at the option of the holders into common
shares of the Company (“Common Shares”) at a conversion price (the
“Conversion Price”) of $26.25 per share. The Debentures will mature
on March 31, 2026 (the “Maturity”).
The Debentures will not be redeemable by the
Company prior to Maturity.
NACG will use net proceeds of the Offering for
future growth opportunities, to repay outstanding indebtedness and
for general corporate purposes.
A preliminary short-form prospectus qualifying
the distribution of the Debentures will be filed with securities
regulatory authorities in all of the provinces of Canada, excluding
Quebec. The Offering is subject to customary regulatory and stock
exchange approvals, with closing expected to occur on or about
March 20, 2019.
The securities to be offered have not been and
will not be registered under the U.S. Securities Act of 1933 and
may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements of
such Act. This news release shall not constitute an offer to sell
or the solicitation of an offer to buy securities in any
jurisdiction.
About the Company
North American Construction Group Ltd.
(www.nacg.ca) is one of Canada’s largest providers of heavy
construction and mining services. For more than 60 years, NACG has
provided services to large oil, natural gas and resource
companies.
For further information, please contact:
David Brunetta, CPA, CMADirector, Investor
RelationsNorth American Construction Group Ltd.Phone: (780)
969-5574Email: dbrunetta@nacg.ca
Forward-Looking Information
The information provided in this release
contains forward-looking statements. Forward-looking statements
include statements preceded by, followed by or that include the
words “expect”, “may”, “could”, “believe”, “anticipate”,
“continue”. “should”, “estimate”, “potential”, “likely”, “target”
or similar expressions. The material factors or assumptions used to
develop the above forward-looking statements include, and the risks
and uncertainties to which such forward-looking statements are
subject, are highlighted in the Company’s Management’s Discussion
and Analysis (“MD&A”) for the quarter ended December 31, 2018
and the Company’s annual MD&A for the year ended December 31,
2018. Actual results could differ materially from those
contemplated by such forward-looking statements as a result of any
number of factors and uncertainties, many of which are beyond
NACG’s control. Undue reliance should not be placed upon
forward-looking statements and NACG undertakes no obligation, other
than those required by applicable law, to update or revise those
statements. For more complete information about NACG, you should
read the Company’s disclosure documents filed with the SEC and the
CSA. You may obtain these documents for free by visiting EDGAR on
the SEC website at www.sec.gov or on the CSA website at
www.sedar.com.
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