TFI International Inc. (TSX: TFII; OTCQX: TFIFF), a North American
leader in the transportation and logistics industry, today
announced the launch of a marketed offering of 6,000,000 common
shares in the United States and Canada, representing TFI
International’s initial public offering in the United States.
In connection with the initial public offering
in the United States, TFI International has applied to list its
common shares on the New York Stock Exchange (NYSE) under the
symbol “TFII.” Trading in TFI International’s shares is
expected to commence on the NYSE following the pricing of the
offering. TFI International’s common shares will continue to
trade on the Toronto Stock Exchange under the symbol “TFII”.
The public offering will be conducted through a
syndicate of underwriters led by Morgan Stanley, BofA Securities,
J.P. Morgan and Credit Suisse as joint lead book-running
managers, with RBC Capital Markets and UBS Investment Bank as
joint-bookrunners and Cowen, National Bank of Canada Financial,
Stephens Inc., Stifel and Wolfe Capital Markets and Advisory as
co-managers. The offering will be priced in the context of
the market; the issue price per share and size of the offering will
be determined when TFI International enters into an
underwriting agreement for the offering.
TFI International expects to use the net
proceeds from the offering to reduce the amount outstanding under
one of its credit facilities, thereby increasing the amount
available under the credit facility for future use by TFI
International. TFI International may use the credit facility
in the future for working capital and general corporate purposes,
including potential acquisitions.
TFI International will also grant the
underwriters an option to purchase up to an additional 900,000
shares, representing 15% of the number of shares to be sold
pursuant to the public offering, solely to cover the underwriters’
over-allocation position, if any, and for market stabilization
purposes. The option will be exercisable by the underwriters
for a period of 30 days following the closing of the
offering.
In connection with the public offering, TFI
International has filed a preliminary prospectus supplement to its
short form base shelf prospectus dated October 12, 2018.
The preliminary prospectus supplement was filed with the securities
regulatory authorities in each of the provinces of Canada as well
as with the U.S. Securities and Exchange Commission (SEC) as part
of a registration statement on Form F-10 under the U.S.-Canada
multijurisdictional disclosure system (MJDS).
A registration statement relating to these
securities has been filed with the SEC but has not yet become
effective. These securities may not be sold nor may offers to
buy these securities be accepted prior to the time the registration
statement becomes effective. Completion of the offering will
be subject to customary closing conditions.
The public offering will be made in Canada only
by means of the base shelf prospectus and prospectus supplement and
in the United States only by means of the registration statement,
including the base shelf prospectus and prospectus
supplement. Such documents contain important information
about the offering. A copy of the preliminary prospectus
supplement and of the prospectus supplement will be available on
SEDAR at www.sedar.com and on EDGAR at www.sec.gov, and a
copy of the registration statement is available on EDGAR at
www.sec.gov. Copies of the prospectus supplements and the
registration statement, when available, may also be obtained from
any of the following sources: Morgan Stanley & Co. LLC,
Attention: Prospectus Department, 180 Varick Street, 2nd
Floor, New York, NY 10014; BofA Securities, NC1-004-03-43, 200
North College Street, 3rd floor, Charlotte NC 28255-0001,
Attention: Prospectus Department, email:
dg.prospectus_requests@bofa.com; J.P. Morgan Securities LLC,
c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717, telephone: (866) 803-9204, email:
prospectus-eq_fi@jpmchase.com; and Credit Suisse Securities (USA)
LLC, Attention: Prospectus Department, Eleven Madison Avenue,
3rd floor, New York, NY 10010, telephone: (800) 221-1037, email:
usa.prospectus@credit-suisse.com. Prospective investors should read
the prospectus supplements and registration statement before making
an investment decision.
No securities regulatory authority has either
approved or disapproved the contents of this news release.
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
these securities in any province, state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
province, state or jurisdiction.
ABOUT TFI INTERNATIONALTFI
International Inc. is a North American leader in the transportation
and logistics industry, operating across the United States,
Canada and Mexico through its subsidiaries. TFI International
creates value for shareholders by identifying strategic
acquisitions and managing a growing network of wholly-owned
operating subsidiaries. Under the TFI International umbrella,
companies benefit from financial and operational resources to build
their businesses and increase their efficiency.
TFI International companies service the following
segments:
- Package and Courier;
- Less-Than-Truckload;
- Truckload;
- Logistics.
TFI International Inc. is publicly traded on the
Toronto Stock Exchange (TSX:TFII) and the OTCQX marketplace in the
U.S. (OTCQX:TFIFF).
CAUTION CONCERNING FORWARD-LOOKING
STATEMENTSCertain statements included in this press
release may be “forward-looking information” within the meaning of
applicable Canadian securities laws, section 27A of the United
States Securities Act of 1933, as amended, and section 21E of
the United States Securities Exchange Act of 1934, as amended, and
such statements are subject to the safe harbor created by those
sections and by the United States Private Securities Litigation
Reform Act of 1995, as amended, including statements regarding the
proposed public offering, the terms of the proposed public offering
and the listing of TFI International’s common shares on the New
York Stock Exchange. This forward-looking information is
identified by the use of terms and phrases such as “may”, “might”,
“expect”, “intend”, “estimate”, “anticipate”, “plan”, “foresee”,
“believe”, “to its knowledge”, “could”, “design”, “forecast”,
“goal”, “hope”, “intend”, “likely”, “predict”, “project”, “seek”,
“should”, “target”, “will”, “would” or “continue”, and the negative
of these terms and similar terminology, including references to
assumptions, although not all forward-looking information contains
these terms and phrases. Forward-looking information is based
upon a number of assumptions and is subject to a number of risks
and uncertainties, many of which are beyond TFI International’s
control, that could cause actual results to differ materially from
those that are disclosed in or implied by such forward-looking
information. Completion of the proposed public offering and
listing on the New York Stock Exchange is subject to numerous
factors, many of which are beyond TFI International’s control,
including but not limited to, the failure of customary closing
conditions and other important factors disclosed previously and
from time to time in TFI International’s filings with the
securities regulatory authorities in each of the provinces of
Canada and the SEC. The forward-looking information contained
in this press release represents TFI International’s
expectations as of the date of this press release (or as of the
date they are otherwise stated to be made), and are subject to
change after such date. However, TFI International does not
undertake to update or amend such forward-looking information
whether as a result of new information, future events or otherwise,
except as may be required by applicable law.
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