TFI International Inc. (TSX: TFII; OTCQX: TFIFF), a North American
leader in the transportation and logistics industry, today
announced the pricing of its previously-announced 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. TFI International will issue the shares at
a price of US$33.35 per share, the equivalent of CAD $44.20 per
share based on today’s Bank of Canada exchange rate, for gross
proceeds of US$200,100,000. The offering is expected to close
on February 18, 2020, subject to customary closing conditions.
TFI International’s common shares are scheduled
to start trading on February 13 on the New York Stock Exchange
(NYSE) under the symbol “TFII.” TFI International’s common
shares will continue to trade on the Toronto Stock Exchange under
the symbol “TFII”.
The public offering is being 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.
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 has also granted 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 is 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 and
will file a final prospectus supplement to its short form base
shelf prospectus dated October 12, 2018. The preliminary
prospectus supplement was filed, and the final supplement will be
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, as it may be amended from time to time, under the
U.S.-Canada multijurisdictional disclosure system (MJDS).
The public offering is being 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 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 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.
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
public offering, the anticipated closing of the 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 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 to fulfill 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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